Business Formation

If you are looking to grow your line of businesses, expand an existing business in Florida or simply start up a business, we help you determine the appropriate legal structure, form the business entity and prepare the required legal documents.

The legal structure you choose for your business impacts everything from day-to-day operations, taxes, and personal liability. We assist business owners with forming a Corporation, Limited Liability Company (LLC), Limited Partnership (LP), General Partnerships (GP) or Joint Ventures.

Corporate Governance Documents

Articles of Incorporation and Bylaws, Operating Agreements, Limited Partnership Agreements, General Partnership Agreements and Joint Venture Agreements

To ensure that you and your business are adequately protected, and in compliance with the relevant state of incorporation law, upon formation of your company, we create and execute internal governance documents for your business. These governance documents lay out the operating procedures for your company, the ownership structure and the relationship between and among the business owners.

Depending on the kind of legal entity created, we help business owners with Charter Documents and Bylaws for Corporations, Operating Agreements for LLCs, Limited Partnership Agreements for LPs, General Partnership Agreement for GPs and Joint Ventures.  

Business Permits and Licenses    

Most businesses need a combination of licenses and permits from federal or state agencies. The requirements vary based on location, business activities and government rules. We help business owners identify, apply, renew and transfer business permits and licenses the business needs.

Shareholder Agreements

To protect a shareholder’s investment in a company and establish a fair relationship between the shareholders at the outset, we execute shareholder agreements unique to the company it serves. We, as a law firm, help identify and create specific, important and practical rules related to the shareholders’ relationship with each other, including shareholder rights and obligations, control provisions for issue, transfer or sale of shares, minority shareholder protections, dispute resolution procedures, company management and finance.

Directors’ Liabilities and Responsibilities

Board of Directors, General Meeting and other Governing Bodies and Management

We advise members of the Board of Directors, the Board as a whole, Senior Executives and other Governing Bodies and Management on a full range of corporate governance issues that confront private companies and their leadership, including board structure and composition, duties of independent directors and committees, board committee structure and composition, director and senior executive succession plan, and company risk identification and management.

In addition, we provide advice and support related to Directors’ liabilities and responsibilities and conflict of interest and related party transactions.

Shareholder Rights

If you invest money in a company structured as a corporation, you are a shareholder and in effect the owner of the company. As a shareholder you have important basic rights you need to consider. We assist and advise on shareholder rights to distribution of profits, voting rights, ownership rights in the company, rights to transfer of ownership, rights to sue for wrongful acts and shareholder derivative lawsuits.

Seed and Series A Startup Financing

We advise early-stage companies in their capital-raising efforts and structuring seed and Series A financing rounds. We use our experience and partnership with independent financial advisers to provide the best assistance in structuring seed and series A financings on optimal terms for companies and investors.

For startup companies, we counsel on convertible notes, debt and equity financings, and negotiate favorable term sheets.   

Subscription Agreements

We advise private companies on matters related to the sale of shares to suitable private investors and execute subscription agreements for such sales detailing the number of shares and specific price, confidentiality provisions and investors suitability information.  

Change of Ownership

If you are buying or selling a business, adding or dissociating a partner, buying out a partner or changing from one type of business structure to another, we assist you with all the legal tasks associated with effecting the necessary change of business ownership.  

Dissolution and Liquidation

We assist business owners with all the legal formalities involved in winding up the affairs of the business, dissolving the company and liquidating the assets, including resolutions, required filings, sale of assets, and distribution of remaining assets to the owners.  

Mergers and Acquisitions

Equity and Bond Purchase Agreements and Transactions

We provide advice to private companies, business owners and investors related to the purchase or sale of a company, company merger, and cross-border sales and merger transactions. In this respect, we work with you to negotiate transaction terms, execute share purchase agreements, asset purchase agreements or merger agreements, and see the deal through to final closing. We conduct legal due diligence, review employee benefits and records, customer information, contracts and leases, and other documents.

Together with our financial advisers, we help with financial due diligence and review of business financial records. In addition, we ensure that any intellectual property business assets are legally transferred to the new business owner. Intellectual property assets may include trade secrets, patents, copyrights, and trademarks. 

Contact us or schedule a consultation with your business lawyers and corporate lawyers in Miami, Florida USA to assist you with business formation, business sale, business purchase, business licenses, corporate law, trademark, international business and trade and other business and corporate law services.

Malescu Law P.A. – Business & Corporate Lawyers