Corporate Law FAQ

(The reader should not consider this information as specific. Anyone viewing this website should obtain specific advise pertaining to his/her particular situation and all cases.)

• How Can KALIS KLEIMAN & WOLFE Help My Business or Company?
• What Corporate Law Services Does the Firm Provide?
• What Are Some Common Types of Businesses Formations
• What is the difference between an LLC and an LLP?
• How Do I Know Which Business Structure is Right for My Business?
• What is a Non-Compete Clause?
• What is a Confidentiality Agreement?
• What is Corporate Governance?
• What is a Buy-Sell Agreement?
• What is An UCC?

KALIS, KLEIMAN & WOLFE will help you manage business related issues pertaining to taxes, finance, business formations, acquisitions, mergers, employment/labor laws, contract negotiations, and litigation. Our attorneys routinely counsel clients in the structure, operation and dissolution of their businesses. The firm drafts the necessary documents, and advises business clients on corporate governance, issuance of stock, shareholder, partnership agreements, the sale of closely held concerns, purchases of other businesses and the varied issues that arise in the ownership of their businesses. The firm serves several businesses as their outside "in-house" counsel. The fields of the businesses represented are extremely diverse.

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Our corporate law services include:

• Business Formation and Dissolution
• Business Acquisition
• Contract Drafting and Negotiating
• Employment Agreements
• Non-Compete and Confidentiality Agreements
• Corporate Governance/Compliance
• Insurance Procurement
• UCC Filings

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• A sole proprietorship is a business owned by and individual. Sole proprietors can run their business may hire others to work for them. The owner of the business has unlimited liability for the debts incurred by the business.
• A partnership is a business owned by two or more people. The most common forms of partnerships are general partnerships, limited partnerships (LP), and limited liability partnerships (LLP). Partners often have unlimited liability for debts.
• Corporations are government-owned or privately-owned (for-profit and not-for-profit). A corporation is a limited liability business that has a separate legal personality from its members.

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In a limited liability company (LLC), owners, known as members, are not personally liable for your company's debts and liabilities without a separate agreement. In a partnership, the partners of a business do not receive this kind of protection unless the agreement designates limited liability. Owners of an LLC and an LLP must file registration with the Florida Department of State, Division of Corporations. A partnership does not require this level of paperwork or payment of fees before operations. Both forms of business structure report business income or losses on their personal tax returns.

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There are many choices a business's legal structure, varying in risk and complexity. An attorney familiar with each of the structures, ranging from a sole proprietorship to an S corporation or nonprofit, can help you decide which is right for you given the complexity and degree of risk you want to assume. If you find your initial structure is not appropriate for your changing business, you can change it, but an attorney can help you understand the legal and financial implications.

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A non-compete clause is a way for a company or business to protect whatever assets (trade secrets, intellectual property) are transferred during ones employment. Most non-compete agreements limit what employees can do once they leave, whom they can do it for and where they can do it for a defined period of time.

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A confidentiality agreement, also known as a non-disclosure agreement (NDA), is a written legal contract between an employer and employee that lays out the binding terms and conditions that prohibit the employee from disclosing company confidential and proprietary information. May also be used between consultants, contractors, vendors and others that work with the business.

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The framework of rules and practices by which a board of directors ensures accountability, fairness, and transparency in a company's relationship with its all stakeholders (financiers, customers, management, employees, government, and the community).

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A buy-sell agreement, also known as a buyout agreement, is a binding agreement between co-owners of a business that governs what happens if a co-owner dies or is otherwise forced to leave the business, or chooses to leave the business.

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The Uniform Commercial Code (UCC or the Code), is one of a number of uniform acts that have been promulgated in conjunction with efforts to harmonize the law of sales and other commercial transactions in all 50 states within the United States of America.

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For more information on commercial or business litigation, Contact us. We welcome your inquiries.