Ethics

Who is the client? Investor? Talent? Intellectual property owner?

Multiple clients

Conflicts check

Engagement letter www.jamesmartinpa.com/pubs.htm

Entity

Discuss types

Discuss jurisdiction

See Common Legal Entities in Florida and Comparison table

Names & logos

Fictitious name F.S. 865.09

Trademark

Common law ™ (no registration required)

Federal ® (registration required)

Copyright: 2001 John Doe Enterprises, Inc. All rights reserved.

(no registration required)

Letterhead & business cards – correct spelling; trademark symbol

Signs – correct spelling; trademark symbol

Licenses

City occupational

Fla. business or profession

Taxes & accounting

CPA

Business plan

Accounting system

IRS tax ID number

IRS S election

Federal & Fla. employment taxes

Federal & Fla. income taxes

Fla. intangible tax

Fla. sales tax

County ad valorem tangible tax

Insurance

Business owners package

Fire & all risks

Flood

Plate glass

Valuable records

Electronic data processing

Property of others

Liability

Products liability

Professional liability

Umbrella liability

Owned & non-owned vehicle

Workers compensation

Employee group medical

Employee group disability

Employee dishonesty

Transit

Foreign

Performance & payment bonds

Events

Key person life

Key person disability

Banks & cash management

Authorized check signers

Loan authority

Checking account

Money market account

Repurchase agreements

Sweep account

Foreign currency exchange

Foreign currency forward contracts

Office and other space

Lease

Location

Term

Rent

Personal guaranty

Option to renew

Environmental site assessment Phase 1

Utilities

Purchase

Legal description

Price

Financing

Closing

Title insurance

Survey

Inspection period

Environmental site assessment Phase 1

Zoning (city)

Improvements (Fla. construction lien law)

Water use (water supply authority)

Water discharge (regional water management district)

Environmental (sound ordinances)

Real estate lawyer

Owners & investors

Securities lawyer

Promoters

Investors

Passive

Active

Securities laws

Florida

Federal

Shareholders buy-sell agreement

Shareholders voting agreement

Proxies

Lenders

Terms: principal, interest, term

Collateral: fixed assets; inventory; accounts receivable; trademark & other intellectual property; shares of stock; real estate

Personal guaranty

Equity participation

Secured creditor perfection: security agreement, UCC-1, mortgage, intellectual property collateral assignment

Officers

Directors

Incorporators

Registered agent

client, atty, CT

Employees

noncompetes; confid agreements; policy manuals; trade secret policy

Uniform business report (UBR)

accuracy

Qualifying to do business in other states

www.governmentfilesonline.com ; registered agent (CT Corporation System)

Merger with other entities

F.S. 607.1108

Business relationships

contracts; work for hire agreements;