BUSINESS ENTITIES

Ever-changing laws, ever-changing technologies and ever-changing products and services dictate familiarity with many different types of business entities. Feldman & Schneiderman assists its clients in determining what type of business entity is best suited for the particular business in which the client is engaged. In that regard, the firm works with its clients to consider tax ramifications, insulation from liability, rights of majority owners and rights of minority owners. It also counsels the client concerning relations with employees and customers and how to protect valuable business property.

Corporations. By creating a corporation as the entity conducting your business, you avoid many areas of individual liability. Corporations are like individuals – they can sue and be sued, while officers, directors and shareholders typically cannot be sued for acts and omissions of the corporation. Feldman & Schneiderman prepares Articles of Incorporation and Bylaws to create the corporation, assists in the issuance of stock certificates, and in procedures for the election of officers and directors, and instructs the client regarding the technical aspects of operating a corporation. When necessary, the firm prepares Shareholder (Buy/Sell) Agreements and Employment Contracts to assist the corporation in attracting the best employees and shareholders. We discuss with the client the two primary forms of corporations – C corporations and S corporations, and the tax ramifications of selecting one type or the other.

Limited Liability Companies.  Of more recent invention is the limited liability company. While possessing many of the best qualities of a corporation, the limited liability company also has many of the best qualities of a partnership. Limited liability companies must be registered with the Florida Secretary of State and the firm helps the client in the preparation of the Articles of Organization and the Regulations of the company and assists with the various filings that must be submitted to the State.

Partnerships. There are times when clients prefer to create a partnership and to have a Partnership Agreement, rather than a corporation. We advise the client considering potential liabilities and assist in determining how the partnership will operate.

Limited Partnerships.  Limited partnerships can be very useful for clients, particular as a means of preserving assets and protecting them from possible creditor claims. Limited partnerships create two classes of partner – general partners, who assert control over the daily operation of the business, and limited partners, who invest in the partnership and share in its profits, but who do not exercise control over day-to-day management. Limited partnerships need written agreements detailing the role of the general and limited partners and the firm is experienced in drafting such agreements.

Trademarks, Servicemarks & Copyrights.  Very often, a business entity develops its own marketing strategy, including logos, slogans and written materials. Such items can become very valuable and business entities often want to protect such items from being used by other businesses. Knowledge of trademark, servicemark and copyright law is essential to protect the client from usurpation of such items by competing businesses. We assist the client in registering and protecting such items and registering fictitious names.

Employment Contracts, Non-competition Agreements and Trade Secrets. In order to retain key employees, it is often necessary to provide the employee with a written employment contract. This firm is highly experienced in negotiating and drafting employment contracts. Once having hired a key employee, it is equally important to be sure that such an employee does not leave the company only to start a competitive company or to become employed by a competitive company. Feldman & Schneiderman drafts non-competition agreements designed to prohibit employees from joining competitors and attempting to lure away other key employees and, of course, customers.

Trade secret agreements also help establish what materials, strategies and company information is proprietary, that is, what is so valuable to the company that no employee should be allowed to use that confidential information upon leaving the company. The firm drafts agreements designed to protect such confidential information and which specify the ramifications of stealing trade secrets.