Forming a Florida corporation is typically associated with starting a new business venture, but this is not always the case. In fact, a great portion of corporate needs are for structure between business partners to protect their interest in investments of any asset including real estate, business operations or even business furniture, fixtures, machinery or equipment (FFM&E).
The same can be said about forming a limited liability company (LLC) in Florida. For example, an investor who plans to purchase an urgent care clinic with a colleague needs a real estate attorney services like ours to handle several aspects of the transaction:
- • When taking over the real property, either by lease or purchase of the real estate, my office will draft the contract for the lease or purchase and insure that Seller has good and marketable title
- • When purchasing, we ensure the business, operations and FFM&E are included in the transaction and that Seller owns them and has a right to sell it
- • We will form the LLC to purchase or lease the real estate and the FFM&E
- • My office will drafting the operating agreement for the LLC so the money invested by each partner is accounted for and terms are included which make both parties confident their money is being used correctly and even repaid when revenue is coming in
West Boca residents probably remember Khaki’s, the restaurant on Palmetto Park Road that became Stallone’s in 2005. In this case, the restaurant — not the real estate — was purchased. The agreement needed to be documented in an asset purchase and sale contract so the buyer and seller’s investment points were protected.
In addition to protecting the investment strategy of the parties, forming an LLC in Florida is something that is often used when purchasing commercial property for the purpose of protection against the possible piercing of the corporate veil. An investor’s personal liability is generally protected and the LLC absorbs the liability of the business, short of a few exceptions involving illegal actions, or malfeasance, of the officers.
Some situations may call for purchasing the interests of a business owner instead of acquisition of the property. In such cases, a lawyer is needed to assist in due diligence on the business and drafting the corporate documents to properly transfer the business’s ownership interest.
Call Kristin Coomber P.A. at (561) 962-2214 for more information about how we can help you form an LLC in Florida.