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New Business Owner

Legal Considerations in the Start up or Expansion of a Business Venture

   The launching of a business venture is both exhilarating and overwhelming.  An entrepreneur or a seasoned business owner that wishes to expand their services must investigate and decide on many significant issues.  Some of these are conducting market research, the planning of finances to determine viability and profitability, hiring a team, choosing a location, building a brand, and creating a marketing strategy. However, the most important aspect in building a successful business is the preparation of legal documents that will ensure a solid structure and protect your future assets.  The attorneys at The Boutty Law Firm, P.A. assist individuals and businesses with all the legal aspects of business start up and expansion.  They are experienced and knowledgeable in business law and can handle a variety of legal issues.Legal documents are the backboneof a business and can be the difference between success and failure.

 Important Business Formation Documents include;

  1. A Formal Business Structure is selected based on the needs of the business and will impact on the entity’s taxes, record keeping, and liability. Examples of business structures are sole proprietorships, partnerships, corporations, limited liability companies, and 501c3’s for charitable organizations. These governing documents require bylaws and operating agreements that define the rights and responsibilities of the corporate officers, directors, shareholders, and employees.  It is essential to have an exit strategy written into your business plan to eliminate stress and provide guidance if unexpected events occur that warrants the sale or closing of the business.
  2. Intellectual Property Assignment Agreements are important to have in every employee contract, especially in creative or technology fields, stipulating that the company owns the work product of the employees.   This document protects the company from the pirating of work or inventions by others, without expressed permission.  A copyright, trademark, or patent is needed to secure the ownership of ideas, products and services. 
  3. A Non-Compete Agreement, also called a restrictive covenant, is a contract that prohibits ex-employees from working within a geographical area for a competitor, for a period of time after leaving the company. This protects the company from an ex-employee transferring his client list to a competitor or providing a competitor with the knowledge and practices of your company.
  4. Non-Disclosure Agreements are confidentiality contracts and should be signed by any person that has access to confidential or proprietary information about your company, such as employee information, investor lists, trade secrets, marketing plans, and others.
  5. Employment Contracts create the foundation for a formal relationship and clarifies the rights, responsibilities, and obligations of employees and employers.  Documenting the terms of employment can be a great asset in dealing with any future disputes that may arise.

   The Boutty Law Firm, P.A. believes in being proactive to prevent legal problems before they arise.  W can review and draft documents for any aspect of business formation or expansion and assist with licensing, permits, zoning, and insurance issues.  We are experienced negotiators and litigators and can provide quality representation for disputes of breach of contract or commercial liability. Call our Maitland, Florida office at 407-537-0543.  We serve all of Central Florida and the surrounding areas.

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Commercial Property Lease Agreement

Consider these Factors Before Signing a Commercial Real Estate Lease

   For entrepreneurs or experienced business owners seeking to rent a commercial space such as an office, industrial property or a retail store, it is essential to understand the negotiations that are necessary before signing a lease agreement. 

A lease agreement between a landlord and a tenant, for the purpose of doing business, is more complex than a residential rental agreement.  It is in the best interest of a potential tenant or a commercial property owner to have the lease agreement reviewed by an experienced commercial real estate attorney, to determine if the terms of the contract will be suitable for the needs of the business. 

Some of the terms that are required in a binding commercial lease are the initial rent and future rent increases, the duration of the agreement, the security deposit, improvements to the property and if they are completed by the tenant or the landlord.  Other terms include the ability for the tenant to sublet space, the placement of signs due to zoning ordinances and landlord preference, an exclusive clause to prevent the landlord from leasing another unit to a competitor and compliance issues related to the Americans with Disabilities Act.

The leasing contract needs to address the renewal terms, in the event that the tenant wishes to stay in the current location after the expiration date of the lease.  Federal law requires that if a unit was built prior to 1978, it is mandated that the landlord include a disclosure statement if there is the possibility that lead paint may be present in the unit.  A radon gas disclosure is required, if radon gas levels have been found on the premises above the levels of federal and state guidelines.  A commercial lease should document how the lease can be terminated, in the event the tenant is unable to stay full term. 

It is important to know if the tenant can sublet the space, in part or in its entirety. There are circumstances whereas the tenant closes the business or wishes an alternate location and the lease needs to specify if it can be transferred to another. Commercial leases are offered on the basis of rentable square footage instead of usable square footage.  This means that in a shared building, the tenant pays not only for the square footage you are able to use, but also for a portion of the common areas. An example of shared spaces includes the hallways, restrooms, elevators, stairwells, storage areas and lobbies. 

   There are various types of lease agreements that can be negotiated for entering a rental arrangement with a commercial entity. A gross lease typically is an agreement that the tenant pays a monthly amount that is inclusive of all expenses regarding the property, such as the property taxes, insurance, maintenance and utilities.  This is a set fee that gives the tenant an expectation of exactly what their monthly expenses will be.  Other types of agreements are triple net leases, double net leases, single net leases and modified gross leases.   Each variation allows for different calculations of payment for the expenses of the property, divided between the landlord and the tenant.

   Starting a business is an exhilarating experience, however commercial leasing contracts must be handled proactively in the negotiation phase to minimize or prevent future litigation issues.  The Boutty Law Firm has extensive experience in all real estate matters. We can counsel and represent you in the initial phase of a rental agreement or with disputes that can result from the tenant or landlord’s breach of the lease, terminating lease agreements, constructive eviction and delinquency in rent eviction proceedings.  If you are a commercial property owner or a tenant, let the Boutty Law Firm handle your diverse business needs.

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Is Sole Proprietorship the Right Business Structure for You?

You have a skill or a service to provide and now is the best time for you to start a business of your own.  Having done some research on the various types of business structures has left you with more questions than answers.  The most common forms of business entities are a sole proprietorship, a corporation, a limited liability company or a partnership. A sole proprietorship is basically an individual running an unincorporated business.  It is an attractive option for you, as you have limited assets for start up money and wish to endeavor into entrepreneurship as a sole owner.  It is a business structure that is used by many freelancers, consultants, contractors and home based businesses.  There is minimal record keeping required, as it is not formally incorporated with a state filing. It has flexibility, as it is not restricted by a formal business structure. That means there are no annual meetings, board meetings and the owner can make all the business decisions independently. Without having employees, there is no concern about group health insurance, workers’ compensation coverage and the like.  But is it really the right option?

   A sole proprietorship is a legal enterprise, whereas one person represents the company legally and fully. It is the most common business entity, however with it comes many legal, financial and business risks. That said, you have unlimited liability for the debts of the business. For example, a lawsuit from a creditor or a customer, for business related debts, injuries or insufficient service can put you into personal bankruptcy. In a sole proprietorship, taxes are filed with your personal taxes and an estimated tax amount is sent to the Internal Revenue Service quarterly.  In the event of an Internal Revenue audit, by co-mingling your business and personal taxes, you will be audited for both.   Another aspect of being a sole proprietor is that you are in charge of every detail of the business.  This includes, but is not limited to, marketing, financing strategy, leadership, providing customer service and actually doing the work. This may sound appealing, but in actuality, it can be a daunting task.   Even in a small business, this usually means long hours for work which can result in physical and mental exhaustion. Or if illness or injury is incurred, this could be the reason your business has failed.   Business loans are generally not available to sole proprietorships.  Most owners use personal funds, personal loans or credit cards which can come with high interest rates.  It is difficult to raise cash to grow the business, although there are some options such as crowd funding, angel investors and business grants.

The Boutty Law Firm understands the complicated world of business law and can provide guidance in choosing an appropriate business entity for your organization. There are pros and cons for each one and it is crucial that you make the right choice.  The Boutty Law team can assist with necessary county and state licenses, zoning and permits that are needed for many business operations.  Every business is unique and you need to be well informed about the legal ramifications of choosing the right or the wrong business structure.  Call today for an appointment.   

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6 Tax Deductions for Businesses

Many entrepreneurs know that there are lots of things to include on their business tax returns to help them manage the costs of running a business. While there are limits as well as timing constraints, most expenses can be written off and this is definitely something to take advantage of this upcoming 2018/2019 tax season. Many of the same type of deductions that apply to sole proprietorship can also be used for other business entities including C and S Corporations, limited liability companies, and partnerships. Depending on what type of business you have, the rules may apply differently to you, but more than likely you’ll have much to gain by considering these potential tax deductions for your business:

  1. Wages and Salaries

Most forms of payment to employees are considered tax deductible expenses for businesses. These include bonuses, commissions, and taxable fringe benefits, in addition to the common salaries and wages of employees. Employee payment should not be confused with payments to sole proprietors. Payments to these entities are not considered wages, and are therefore not tax deductible.

  • Freelance and Contract Labor

Similar to employee wages, payments to independent contractors and freelancers are deductible business expenses you can claim on your taxes. In order for the deductible to be valid, the contractor or freelancer will have needed to have been paid a minimum of $600 for the year, and it will be required that you issue a 1099 tax form.

  • Business Supplies

All great businesses need resources and supplies to run effectively. The good news is that in most cases you are able to include these supplies on your tax form as a deductible. These supplies are deductible business expenses if they are purchased or furnished to customers.

  • Car and Truck Expenses

Operations and transportation is a huge element and a source of expenses for many businesses. Most small businesses use some type of vehicle, and the cost of operating the vehicle is deductible, but only in the case that there are records to prove business usage. When deducting costs, it is not required to keep receipts of expenses if you use the IRS standard mileage rate of 54.5 cents per mile for 2018. The standard mileage rate can be used regardless of whether you lease or own the vehicle.

  • Utilities

If you didn’t already know, the electricity bill for powering your business facility is fully deductible from your business taxes. This can include mobile phone expenses as well as a second landline from your home office.

  • Rent

Luckily, the rent for your business space is also deductible from your small business taxes. This applies regardless of the size of the facility or whether it is an office, boutique, factory, or other facility.

The Boutty Law Firm works with many small businesses across Central Florida, from corporations, to partnerships, and more. For legal assistance with your commercial business needs, contact our law firm at 407-216-2766.

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