LLC and Limited Liability Law

Iacone Law, P.A. counsels businesses and business owners on the intricacies of LLC and limited liability law, with a special focus on reducing or eliminating personal liability through properly structured limited liability companies.

Limited liability shields the owner from liabilities arising from LLC activities and likewise protects the LLC from any debts and obligations of the owner; in other words, limited liability protects you from the business – inside creditor planning – and the business from you – outside creditor planning. LLC and limited liability law also encompass protection of your ownership, or membership, in the LLC, as that is an attachable asset that may be taken away from you without proper planning.

LLC and limited liability law is an area that we are accomplished in, and Iacone law, P.A. and your attorney will advise you on how best to structure your affairs, be it for business purposes or for personal reasons, in order to maximize your LLC and limited liability protection. We are familiar with the latest jurisprudence and legislation and stay informed of recent developments in the LLC and limited liability arena, both on an academic and practical level. This allows us to offer creative and innovative solutions to our clients’ business and asset protection objectives, while incorporating tenets of financial security and confidentiality in the structures we create.

Exceptions to Limited Liability

We advise on limited liability from the outside creditor and inside creditor prospective, and create structures that take into account noted exceptions to the doctrine:

  • Veil-piercing
  • Reverse veil piercing
  • Alter ego
  • Agency theories
  • Joint venture and enterprise liability
  • Successor liability
  • Direct and vicarious liability
  • Tort liabilities
  • Contract liabilities

Liability Protection Focused Business Services

In addition, our LLC and limited liability law practice encompasses a diverse array of business services that incorporate the minutiae of limited liability protection, such as:

  • General corporate governance
  • Outside general counsel
  • Operating Agreements (drafting, interpretation, and enforcement)
  • Buy-sell agreements
  • Reorganizations (mergers and acquisitions)
  • Ownership Structures
  • Management Structures
  • Parent, subsidiary, and affiliate entity structures
  • Holding companies
  • Special purpose entities
  • Family limited liability companies

LLC Operating Agreement

Personalization is key to maximizing the limited liability protection of your LLC, and it is imperative that your company have an operating agreement, regardless of whether it is a single or multi-member LLC or created for business or family reasons. The operating agreement will strengthen your limited liability and govern the relationship between the LLC members, the managers, and the LLC itself. If properly drafted, it will even protect you from the claims of creditors, prevent forced distributions, and protect your voting interests, among a plethora of other things. The operating agreement can even be drafted to replace certain unfavorable provisions of the Revised Limited Liability Company Act with your own governing rules and regulations, all in the pursuit of ultimate customization and protection.

Select Issues to Consider

Iacone Law, P.A. will assist you in the drafting, interpretation, and enforcement of your operating agreement, as well as counsel you on the following select issues:

  • Florida Business Divorce, i.e. membership disputes
  • Asset protection
  • Charging order protection
  • Single-member LLCs
  • Protection of minority interests
  • Creative contribution techniques
  • Forced buyouts
  • Dissociation
  • Valuation
  • Fiduciary duties

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