Legal Question in Business Law in Florida

Re: file corporation or LLC

The fact that you already have questions, begs the answer. Do retain counsel to protect you and your investment. You may call me at 305.940.8080

Re: file corporation or LLC

I have reviewed the answers from the two attorneys who have previously responded. They have raised many valid points. I would like to make a few comments for you to think about.

You did not mention the purchase price for this investment. Are you prepared to lose it all if the Seller has failed to properly disclose all matters? Would you read a medical book and then conduct surgery on a loved one? Are you qualified to handle a matter of this nature without legal help?

There is absolutely no question in my mind that a lay person should NEVER handle the purchase of a business without legal representation. While you may be able to fill out the forms available to set up a corporation, the purchase of an existing business is far more complex. The issues which have been raised only scratch the surface of the many items that a qualified attorney will guide you through and help protect you in a transaction.

Scott R. Jay, Esq. 305-249-8000

Re: file corporation or LLC

NOTE: This communication is not intended as and should not be interpreted as legal advice. Rather, it is intended solely as a general discussion of legal principles. You should not rely on or take action based on this communication without first presenting ALL relevant details to a competent attorney in your jurisdiction and then receiving the attorney�s individualized advice for you. By reading the �Response� to your question or comment, you agree that the opinion expressed is not intended to, nor does it, create any attorney-client relationship, nor does it constitute legal advice to any person reviewing such information, nor will it be considered an attorney-client privileged communication. If you do not agree, then stop right here, and do not read any further.

The forms on-line for incorporating are self explanatory and easy to fill out. However, they represent the bare minimum information needed to incorporate and may be underinclusive for your needs.

Depending upon the circumstances which are beyond this response, an LLC may either be advantageous to a Corporation or unecessary.

It is always better to seek legal advice prior to entering into any venture especially when you are contemplating purchasing another entity and or its assets and potential liabilities. Should you wish to discuss your matter further you may contact me personally.

Sincerely yours,

Randall L. Gilbert

Re: file corporation or LLC

You should speak with an attorney regarding the differences between an LLC and a corporation (S corp vs. C corp) and concerning issues relating to the purchase of the business. Are you buying only the assets under a new corporation formed by you or are you buying all outstanding and issued shares of stock from the existing owner? If you are buying only the assets, you should have a lawyer prepare an asset purchase agreement, among other things. If you are buying the stock, you should have a stock purchase agreement. Each type of agreement has provisions designed for your protection. With respect to the lease, will it be assigned to you or will you be entering into a new lease with the landlord? There are a host of issues associated with that question. You may want to retain an attorney to make sure things are properly done. Good luck.