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Category Archives: LLC

LLC

Potential Pros and Cons of an LLC

By McCabe Rabin, P.A. |

You’re considering forming an LLC for your business, but now what? It’s important to hire a Florida business litigation attorney to walk you through the steps and determine if an LLC is actually the right structure for your business. Here’s a look at some potential pros and cons to forming an LLC. Pros of… Read More »

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What Rights and Duties Does an LLC Operating Agreement Govern?

By McCabe Rabin, P.A. |

Under the Florida Revised LLC Act, an operating agreement governs the following areas of an LLC: Relations among and between the members of the LLC and the LLC itself; A manager’s rights and duties; The LLC’s general activities and affairs; and Any conditions or means necessary to amend the operating agreement. §605.0105(1), Florida Statutes…. Read More »

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When Must an Out-of-State LLC Register to Do Business in Florida?

By McCabe Rabin, P.A. |

Under the Florida Revised LLC Act, a foreign limited liability company may not “transact business” in Florida until it gets a “certificate of authority” from the Secretary of State. But what does that mean? If an LLC buys office equipment from a vendor in Florida without a certificate of authority, does it run afoul… Read More »

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What is the Process for a Court to Appoint a Receiver for an LLC?

By McCabe Rabin, P.A. |

In any action where a party has asserted a claim to dissolve an LLC, the court has the authority to appoint a receiver to wind up or liquidate the LLC. In order to appoint a receiver, the court must first hold a hearing after providing notice to all parties and interested persons designated by… Read More »

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When Will a Member or Shareholder Be Liable for Company Debts?

By McCabe Rabin, P.A. |

We have previously posted about a member’s exposure for the debts of an LLC.  We thought it also would be useful to discuss additional situations when a member or a shareholder will be liable for the LLC’s or corporation’s obligations. Florida courts, like many other U.S. jurisdictions, recognize a doctrine often called “piercing the corporate… Read More »

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How Do I Become a Member of an LLC?

By McCabe Rabin, P.A. |

Becoming a member of an LLC is relatively simple.  The requirements for becoming an LLC member vary slightly, however, depending on whether the member is joining at the formation of the LLC or later. At formation, when the LLC will have only a single member, a person may become a member of the LLC… Read More »

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Member’s Exposure to Liability for Owning an Interest in an LLC

By McCabe Rabin, P.A. |

Under the Florida Revised LLC Act, a debt, obligation or liability of an LLC is solely the responsibility of the LLC and a member cannot be held personally liable solely because of the member’s status as a member.  In addition, an LLC’s failure to observe formalities relating to the exercise or management of the… Read More »

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Are Professional Corporations and LLC Companies Alike?

By McCabe Rabin, P.A. |

Professional Corporations and Limited Liability Companies – Like Ordinary Corporations and LLCs, Sort Of. Like many other states, when licensed professionals – like doctors, lawyers, dentists, accountants, architects, and insurance agents, to name a few – form companies to do business, they do not form your run-of-the-mill corporation or LLC.  Instead, they form professional… Read More »

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Five Tips for Taking a Corporate Representative Deposition

By McCabe Rabin, P.A. |

One of the most effective tools for a party taking discovery in Florida state court is taking the deposition of the corporate representative of a party or non-party corporate entity.[1] This form of deposition allows a party to avoid having to depose numerous witnesses to determine a corporation’s position on various issues in the… Read More »

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What Fiduciary Duty of Loyalty Does a Manager or Member Owe an LLC?

By McCabe Rabin, P.A. |

The Fiduciary Duty of Loyalty and Managers/Members of an LLC Under the Florida Revised LLC Act, each manager of a manager-managed LLC and member of a member-managed LLC owes a fiduciary duty of loyalty to the LLC and its members. See Fla. Stat. 605.04091(1). The Fiduciary Duty of Loyalty The fiduciary duty of loyalty… Read More »

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