Attack outline
FL Business Entities Essay Attack
Review the FL Business Entities Essay Attack with ordered issue-spotting steps and Florida flags where relevant before you jump back into practice.
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Ordered attack steps
- LLC (Ch. 605): articles of organization + operating agreement (oral OK but written recommended)
- Corporation (Ch. 607): articles of incorporation + bylaws; organizational meeting for initial directors
- LP / LLP (Ch. 620): certificate of limited partnership for LP; statement of qualification for LLP
- PA / PLLC (Ch. 621): licensed professionals only; personal liability for own malpractice survives
- LLC defaults (§ 605.0404): distributions and profit/loss sharing per statutory default — check current § 605.0404 text for the controlling formula; voting is proportionate to profits interest (§ 605.04073); all members manage unless manager-managed
- Corp governance: board manages; shareholders elect/remove directors; annual meeting required
- Fiduciary duty modification (§ 605.0105(4)): FL has a NON-WAIVABLE floor — good faith cannot be eliminated; care cannot drop below gross negligence
- Compare Delaware: virtually unlimited waiver allowed under DE LLC Act § 18-1101(c)
- Duty of CARE: informed, good-faith decision-making; prudent-person standard
- Duty of LOYALTY: no self-dealing, no usurpation of corporate opportunity, no competition (unless operating agreement permits specific categories)
- Director safe harbor (§ 607.0831): no personal monetary liability unless criminal violation, improper benefit, unlawful distribution, or willful misconduct
- Business judgment PRESUMPTION: courts defer if decision was informed, disinterested, and rational