Miami Living Magazine

Ryan Gosling

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clearly define the relationship between owners from the outset. At a minimum, the agreement should address ownership percentages and each party’s capital contribution obligations. It should also outline how profits and losses will be allocated, which can become a point of contention if not clearly defined. Buy-sell provisions are especially important. These provisions establish what happens if an owner wants to exit the business, becomes disabled, or passes away. Without them, transitions can become complicated and, in some cases, contentious. Deadlock resolution mechanisms are another critical component, particularly in closely held companies. Including provisions for mediation or arbitration can provide a structured way to resolve disputes without immediately resorting to litigation. Finally, restrictions on the transfer of ownership interests help protect the business from becoming the unintended owner of third parties. These provisions give existing owners a degree of control over who can enter the company and under what terms. How does the Corporate Transparency Act affect Florida business owners this year? The Corporate Transparency Act has introduced new federal reporting requirements that many business owners are still working to fully understand. Under the Act, most U.S. corporations and LLCs are required to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). A beneficial owner generally includes any individual who owns at least 25% of the company or exercises substantial control over its operations. One important point for Florida business owners is that registering a company through Sunbiz does not exempt them from these federal requirements. Unless a business qualifies for a specific exemption, it must still comply with the reporting rules. Newly formed companies must file their beneficial ownership information shortly after formation, while existing entities must ensure their filings are up to date and reflect any changes in ownership or control. Failure to comply can result in penalties, so it is important for business owners to understand their obligations and maintain accurate records. What legal considerations should founders address before raising capital or bringing on investors? Before raising capital, founders should make sure the company is properly structured and that its governing documents are in order. Investors will expect to see a clear and well-organized legal foundation before committing capital.

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