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Asset Protection Blog2021-09-11T13:45:27+00:00

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 [...]

By |September 11th, 2021|Categories: LLC|Tags: |

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 [...]

By |September 5th, 2021|Categories: Asset Protection|Tags: |

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 [...]

By |August 29th, 2021|Categories: LLC|Tags: , |

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 [...]

By |October 15th, 2020|Categories: LLC|Tags: , |

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 [...]

By |October 10th, 2020|Categories: Asset Protection|Tags: , |

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 [...]

By |September 28th, 2020|Categories: Asset Protection, LLC|Tags: , |

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 [...]

By |August 28th, 2019|Categories: Asset Protection|Tags: , |

There is no such thing as a Limited Liability Corporation

There is no such thing as a Limited Liability Corporation.  Sure, corporations to an extent enjoy limited liability, but that does not make them limited liability corporations -- corporations are just corporations.  The LLC designation actually stands for limited liability company, i.e. the LLC, and confusing company with corporation is legally incorrect. This may seem rather self-evident, but I get alerts from Google Scholar every time a judicial opinion, or order, uses the words "limited liability corporation," and I am alerted nearly every single day with multiple examples. In fairness to the court, however, most of the time (but not always!) [...]

By |February 20th, 2019|Categories: Asset Protection|Tags: , , , |

Response to Attorney Question: Multiple LLCs

An attorney question came across my desk the other day and I thought I would share my response with the collective. She queried whether multiple LLCs or a single LLC was most appropriate to hold her client's rental properties, and solicited experiences and opinions on how other attorneys deal with the issue, especially in light of the famed Olmstead decision, personal liability, adequacy of insurance, and tenants by the entirety (TBE) ownership structures.  What follows is my spark notes response: Those are interesting questions and ones that I discuss with my clients and in presentations quite frequently.  Ultimately, the creation [...]

Event: Legal Structures for Small Businesses

This past week I had the pleasure of presenting on Legal Structures for Small Businesses for a Spanish speaking audience.  The event was organized by Prospera, a non-profit that provides bilingual assistance to hispanic entreprenuers trying to establish or expand their business, and hosted by Cambridge Innovation Center, a hip coworking facility with beautiful conference rooms.  Our conference room in particular had a nice view of the Miami skyline and was super comfortable. In attendance we had current and future business owners.  I made it a point to emphasize that as entrepreneurs, learning how to protect what you earn, or [...]

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Ronald C. Iacone Jr., Esq.

Ronald Iacone is the managing and founding partner of Iacone Law. He focuses his practice on asset protection representation, business and international law, and appeals to the interrelatedness of the three to best discuss your issue and solution.

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