REAL ESTATE

Real estate Brokers. Contracts for employment of brokers. Compensation of brokers. Escrows. Disbursement of deposits.

Purchase and sales agreements. Contract requirements. Contract preparation. Evidence of title. Prorations. Disclosures.

Closings. Title conditions. Property conditions. Deeds. Biils of Sale. Promissory Notes. Purchase money mortgages. Charges to buyers. Credits to buyers. Cash to close. Expenses of sale. Recording, notice and priority.

Real Estate Conveyance and Execution of Deeds. Homesteads. Estates. Trusts. Guardians. Corporations. Limited liability companies. partnerships. State, counties and municipalities. Property descriptions. Execution of deeds.

Express and Implied Covenants and Warrantees. General warranty. Special warranty. Trustee’s deeds. Quit claim deeds. Breaches of covenants. Damages for breach. Implied warranties.

Easements, Licenses and Restrictions. Creation of easements. Restrictive covenants.

Title Considerations. Life estates. Homestead issues. Joint tenancy. Tenancy by the entireties. Tenancy in common.

BUSINESS LAW

LIMITED LIABILITY COMPANIES. Choice of Entity. State regulation. Asset protection. Charging order protection. Income tax alternatives.

Tax Matters. Income taxation of limited liability companies. Corporation vs. partnership. Subchapter S Corporation election. Formation of LLC and admission of new members. Termination of member interest. Foreign owners.

Formation. Articles of Organization. Foreign LLCs. Registered office and agent.

Operating Agreement. Drafting. Mandatory and default provisions. Member contribution provisions. Transferability of membership interests. Dispute resolution.

Managers and Management Structure.   Management provisions. Management relations and fiduciary duties. Conflicts of interest. Liability of managers and managing members. Indemnification.

Members. Voting. Admission of additional members. Termination of membership. Assignment. Notice. Liability. Right to information. Allocation of profits and losses. Distributions.

Conversions and Mergers. Creditors’ rights. Tax consequences.

Dissolution. Events causing dissolution. Article of dissolution. Effect of dissolution. Claims. Administrative dissolution. Tax implications.

CORPORATIONS. Formation. Articles of incorporation. Bylaw. Amendments. Organizational meetings. Action without meeting. Subchapter C corporations. Subchapter S corporations.

Corporate Name. Selection. Reserving. Rights for use. Foreign corporations.

Administration. Registered office. Registered agent. Service of process.

Capitalization, Shares and Distribution. Debt or Equity Capitalization. Subscriptions for shares. Issuance of shares. Share certificates. Subsequent acquisition of shares. Distributions to shareholders.

Shareholders, Shareholder Agreements, Meeting and Voting. Rights of Shareholders. Shareholder agreements. Meetings. Voting. Shareholders’ Derivative Actions.

Directors, Officers and Indemnification. Board of Directors. Meetings. Officers. Conduct and liability of directors. Indemnification. Insurance.

Mergers, Share Exchanges, Sale of Assets and Sale of Stock. Types of transactions. Sale of assets. Apportionment of purchase price among assets. Retention of security interest by seller. Sale of corporate stock. Compliance with security laws. Mechanics of transfers.

Corporate Dissolution. Voluntary dissolution. Administrative dissolution. Judicial dissolution.

Foreign Corporations. Obtaining authority to transact business. Maintaining authority. Terminating authority. Domestication of foreign corporations.

Corporate Records and Reports.  Records. Reports. Shareholder’s right to inspect. Judicial intervention.

Department of State. Filing requirements. Division of corporations.

PARTNERSHIPS. General Partnerships. Creation. Capital and tax structure. Operating issues. Sale and purchase of partnership. Termination of partnership.

Limited Partnerships. Partnership agreements. Filing, registration and annual reports. Formation and operation of limited partnerships. General and limited partners. Admission and capital contribution. Dissolution.  Family limited partnerships

NOT FOR PROFIT CORPORATIONS. Formation. Operation. Dissolution. Tax exempt status. Procedures for obtaining tax exempt status from IRS. Annual reports and public inspection requirements. Prohibited transactions, unrelated business taxable income and excise tax for excess benefits. Florida taxes.

DEBTORS AND CREDITORS. Analysis of Creditors claims. Unsecured claims. Enforcement of secured claims. Security interests in personal property. Bankruptcy issues. Prejudgment remedies for unsecured creditors. Attachment. Garnishment. Perfection of judgment liens. Exempt property. Homestead exemption. Other exemptions. Fraudulent transfers. Discovery in aid of execution, attachment and levy. Judicial lien enforcement. Extraordinary remedies.