Unsigned Operating Agreement Enforceable

An operating agreement is a contract, or creature of contract, that governs the internal affairs of an LLC.  As noted in Florida's Revised Limited Liability Company Act, basic principles of contract law apply to operating agreements.  See Fla. Stat. § 605.0111(1) ("It is the intent of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements, including the purposes of ss. 605.0105-605.0107"). Contracts are usually bilateral in nature, in that the contracting parties bargain for their agreement and come to a meeting of the minds on the terms of their [...]

By |2021-09-12T01:59:25+00:00September 11th, 2021|LLC|0 Comments

You Did Everything Right But Have You PROTECTED Your Hard-Earned Assets

It was my absolute pleasure to be invited on The Wealth Management Show hosted by Rushlight Investments LLC and wealth manager Jean Paul R. Sanchez to present on asset protection representation.  As per the video description: This is a replay of the very first livestream (streamed on Facebook Live) as the Wealth Management Show. On this episode our host Jean Paul R. Sanchez speaks with Ronald C. Iacone of Iacone Law P.A. about asset protection and how it ties into wealth management. Below is a slightly edited transcript of the presentation. JP: And welcome to the [...]

By |2021-09-05T19:57:33+00:00September 5th, 2021|Asset Protection|0 Comments

Operating Agreement Saves the Day in Romagnoli

An operating agreement is the governing document of the LLC.  It establishes the rules and regulations for LLC operation and provides a roadmap for the members and managers regarding internal affairs.  It is based on contract law and is held to apply even if its provisions conflict with Florida's Revised Limited Liability Company Act, save certain enumerated provisions in the Act that cannot be contracted out of.  But a company operating agreement does much more than govern—it also serves as proof of ownership of the LLC.  In fact, the operating agreement saved the day for Roberto Romagnoli (the "Debtor"). The Operating Agreement in In [...]

By |2021-09-11T13:47:27+00:00August 29th, 2021|LLC|0 Comments

Response to RFE on Ownership and Control of U.S. Entity

For purposes of L-1 Classification, the foreign entity must present evidence of ownership and control of the U.S. Entity in order to prove that a qualifying relationship exists.  My client's business immigration attorney received a lengthy Request for Evidence, and I was asked to draft a letter addressing the ownership and control issue, as well as governance and contributions. After all, I created the business structure, so it seemed natural that I was tasked with explaining the parent-subsidiary relationship from a limited liability company law viewpoint. By way of background, my client's structure is as follows: Venezuelan owned foreign entity which owns [...]

By |2021-02-22T07:43:10+00:00October 15th, 2020|LLC|0 Comments

When Transferring Assets to Family Backfires

It's like a never ending what-if scenario during many of my consultations, but when clients want asset protection, or at least what they think is asset protection, many ask about transferring assets to family as a form of pre-litigation planning.  Obvious fraudulent transfer issues aside, let's see how this worked out for Mohammad from California: At Mohtasham's suggestion, for asset protection purposes, Mohammad quitclaimed his house in Moreno Valley to Mohtasham's wife. He never got it back. Well, that can happen sometimes.  Perhaps this asset protection strategy worked out just fine, i.e. his creditors didn't get the house, but ultimately Mohammad [...]

By |2020-10-10T20:13:08+00:00October 10th, 2020|Asset Protection|0 Comments

Dissent: LLCs are a legal fiction, nexus of contracts

The emergency suspension without a hearing of an alcoholic beverage license issued by the Department of Business and Professional Regulation (“DBPR”) for alleged violations of Florida’s COVID-19 orders sparked a quick petition to the First District Court of Appeal in Florida for review of DBPR’s non-final agency action, which was accompanied by a motion to stay the suspension of the license.  The court denied the motion to stay in an unpublished order, having yet to decide the merits of the petition, and noted that a dissent would be issued at a later date. I thought I would mark the dissent not because [...]

By |2021-02-22T09:05:20+00:00September 28th, 2020|Asset Protection, LLC|0 Comments

New Visa Reciprocity for Mexican Nationals 

The United States Department of State (DOS) periodically reviews the nonimmigrant visa reciprocity agreements between the United States and other counties in order to make any appropriate changes based on the treatment U.S. nationals by the foreign country.  In their most recent review, the DOS updated the reciprocity schedule and increased the length of time for certain visas categories for Mexican nationals, particularly the E and L-1.  Applicants requesting E and L-1 visas will now have the option to petition for a longer visa validity period – up to 48 months – as detailed below: This update is highly beneficial to [...]

By |2021-02-22T04:36:45+00:00August 12th, 2020|Business Immigration|0 Comments

Employees: Crucial Requirement for the L-1A Visa

The United States is an attractive and lucrative market for foreign companies looking to expand their operations and global reach.  An executive or manager is thus frequently transferred to the U.S. in order to establish the foreign company’s footprint in our market, which is usually accomplished through the organization of a domestic entity.  Enter the L-1A visa, which allows for the transfer of executives and managers. Of course, you would not be an executive or manager if you did not direct or manage anyone, so among a multitude of requirements for the L-1A visa, I find the issue of hiring employees [...]

By |2021-06-25T07:48:15+00:00February 5th, 2020|Business Immigration|0 Comments

Buy American, Hire American: Impact to your Nonimmigrant Visa Petition

On April 18, 2017 President Trump signed the Buy American and Hire American (BAHA) Executive Order.  The goal of BAHA is to strengthen the U.S. economy by protecting the interests, wages, and employment of U.S. workers through rigorous enforcement and administration of immigration laws.  If you are considering applying for a nonimmigrant visa, it is important to know exactly what BAHA is, how it impacts your L, E, H, or O visa petition, and ways you can position your petition for a more favorable adjudication post-BAHA.   What is the Buy American and Hire American (BAHA) Presidential Executive Order? Section 2 [...]

By |2021-02-22T04:39:30+00:00September 8th, 2019|Business Immigration|0 Comments

Implications for Foreigners in the IRS Revision to the EIN Application

In March, the Internal Revenue Service (IRS) announced a revision to the Employer Identification Number (EIN) application process that could potentially have some serious consequences for foreigners or non-resident aliens (NRA) who wish to start a company in the United States. The change the IRS made applies to both the paper Form SS-4 (Application For Employer Identification Number) and the online EIN application. The press release states that as of May 13, 2019, "The change will prohibit entities from using their own EINs to obtain additional EINs," and that, "Individuals named as responsible party must have either a Social Security number [...]

By |2021-06-25T07:46:24+00:00August 28th, 2019|Asset Protection|0 Comments
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