REQUEST A CONSULTATION
Call: (727) 619-4234
Email: info@cervlaw.com

REQUEST A CONSULTATION
Call: (727) 619-4234
Email: info@cervlaw.com

REQUEST A CONSULTATION
Call: (727) 619-4234
Email: info@cervlaw.com

business law Tag

by Chris Cervellera, Esq.

May Day! Annual Reports for Florida Businesses are Due May 1, 2019

Do you remember when you were in 6th grade, and you woke up one day and your science project was due? You had months to complete the project, but the science fair is here and you still aren’t finished (…or, maybe you never procrastinated in middle school and this example is only applicable to me). Very similarly, Annual Reports are the forgotten science projects of the business world, and May 1st is the science fair.

Each year, businesses that are incorporated, formed, or organized in Florida are required to file an Annual Report to confirm their business’ information with the records of the Florida Department of State, Division of Corporations. Annual Reports are due between January 1st and May 1st of each year.

What is an Annual Report and why is it important?

First of all, it’s important to understand that an Annual Report is not a financial statement, and it is much simpler than a 6th grade science project. Filing the required Annual Report allows your business entity to maintain an “active status” with Florida’s Department of State. This allows you to continue conducting business as your entity.

Primarily, filing the Annual Report allows you to update and confirm your business entity’s information. Filing the Annual Report is required, whether or not there are changes to your business entity’s information. You can update/change the following information:

  • Add, delete, or change the names and/or addresses of the officers, directors, managers, authorized members; and make changes to addresses only for any general partners.
  • Change the registered agent and registered office address. The registered agent is the individual who is designated to accept service of process on behalf of your business entity. It can be you, an adult in your office, your lawyer, or another designated professional or individual (over the age of 18) located in the State of Florida.
  • Change the principal office address and mailing address for the business entity.
  • Add or change the Federal Employer Identification Number (FEIN or EIN).

What happens if you do not file your Annual Report by May 1st?

If you are late filing your Annual Report, even if it is one day late, the State of Florida will charge a $400 late fee to all for-profit corporations (Inc. or Corp.), limited liability companies (LLC), limited partnerships (LP) and limited liability limited partnerships (LLP). Non-profit corporations are not subject to the $400 late fee.

What else can happen if you delay filing your Annual Report even further?

If you do not file an Annual Report by the third Friday of September, your business entity will be administratively dissolved or revoked in the State’s records at the close of business on the fourth Friday of September (See Florida Statutes Chapters 607, 617 and 620, F.S.).

Having your business entity administratively dissolved or revoked can result in significant harm to your business and interests. If you continue to conduct business as your dissolved entity, you risk opening up you and your partners, shareholders, members, officers, and directors to personal liability and other issues. If your business entity has been administratively dissolved or revoked it can be reinstated. However, reinstatement requires submitting a reinstatement application and paying all associated fees at the time of submission (the reinstatement fee + annual report fees due).

Is there anything else you should know about Annual Reports?

Filing your Annual Report can be easy, but if you have questions or would like a professional to assist, consider contacting a Florida business law attorney. You can also have your business law attorney serve as your Registered Agent, allowing them to act quickly on your behalf if they are served with a law suit or other important notices on your behalf.

Additionally, the filing of your Annual Report is a good time to ensure that your business’ corporate records; such as board meeting minutes, resolutions, operating agreements, shareholder agreements, and other important business documents, are up-to-date and do not require any changes. Contact a Florida business law attorney to assist you with understanding and updating these various documents for your business.

Visit http://sunbiz.org to learn more and file your Annual Report.

Read More
Share
Business LawApril 28, 20190 comments
by Chris Cervellera, Esq.

New Florida Laws in 2019: New Law Requires Certain Condominium Associations to Maintain Websites & Portals

Condominium associations that are within the scope of this law must comply on January 1, 2019. What does that mean if you are a unit owner in a condominium association or if you are on the board of a condominium association?

Read More
Share
Business Law, Cybersecurity Law, Real EstateDecember 28, 20180 comments
by Chris Cervellera, Esq.

New Florida Laws in 2019: Minimum Wage Increase

As of January 2019, Florida’s current minimum wage of $8.25 per hour will be raised by 2.5 percent to $8.46. Florida’s minimum wage rates are not set by a new law each year, that would be difficult to accomplish. Instead, the Florida Minimum Wage Act (FL Stat. 448.110) gives authority to the Florida Department of Economic Opportunity (DEO) to set the new rates each year based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, not seasonally adjusted, for the South Region.

Read More
Share
Business Law, Employment Law, New Florida LawsDecember 11, 20180 comments
by Chris Cervellera, Esq.

“Brace Yourselves… Holiday Parties Are Coming.” Tips for Avoiding Legal Issues Stemming from Company Holiday Parties

Brace yourselves. The holiday parties are coming. Do you have your ugly sweaters and white elephant gifts ready? If you are a business owner, one thing you should have ready is a sensible plan for your company’s holiday party to address a number of legal, business, and risk issues that can creep up on you like the Grinch creeps up on Whoville during the holidays. This article contains some tips and best practices to consider in planning your company or organization’s holiday party. Don’t worry, I’m not a total buzz-kill. After you read through the serious stuff, there are some fun suggestions and links to ideas for livening up your company’s holiday party. Remember, it’s the most wonderful time of the year!
Topics Discussed: 
  • Diversity & Inclusiveness (Happy Festivus, Happy Christmahanakwanzika, or… Happy Holidays?)
  • Alcohol Consumption and Service (Please Drink Responsibly… or Not At All.)
  • Attendance (Your Attendance is Strongly Encouraged… Completely Optional)
  • Insurance (You Can Never Have Too Much Fruit Cake… Insurance)
  • Be Creative and Have Fun!

Happy Festivus, Happy Christmahanakwanzika, or… Happy Holidays?

Contrary to your own preferences and sensibilities, it’s 2018. Try to make the holiday season as non-denominational as possible to avoid creating a hostile work environment or feelings of discrimination. Does that mean you to strip all religious or cultural references? That might be a prudent path. Your company should have an atmosphere of diversity inclusiveness throughout the holiday season and the entire year. Some companies even decide to make the holiday party more of a “End of the Year” party to celebrate all of the hard work and achievements of their team throughout the year.

Please Drink Responsibly… or Not At All. 

Whether it’s egg nog or hard liquor, your employees are likely looking forward to having a few adult beverages, especially if your are paying the tab. Serving alcohol at your holiday party is likely the largest risk factor associated with your holiday party. The risks are not just legal liability, your company could face reputational harm stemming from poor, alcohol-induced decision making (i.e. sexual harassment, hostility, slip and fall injuries, clients in attendance feeling uncomfortable, etc.). Above all, you should do everything in your power to ensure that your company’s most valuable assets, its people, are safe. Here are a few tips and best practices to consider:

Clearly Communicate Employee Expectations and Appropriate Decorum

In your invitations, have a clearly defined start and stop time to limit the scope of your liability. Make it clear that all company policies, such as your employee handbook and sexual harassment policy, are applicable to the event. Following the Harvey Weinstein scandal and ongoing #MeToo movement, it has been reported by global staffing firm, Challenger, Gray & Christmas, in their Annual Holiday Party Survey (2018) that the number of companies serving alcohol at holiday parties has seen a sharp decline. In 2016, prior to #MeToo, 61.9% of companies surveyed chose to serve alcohol at their holiday parties. In 2018, that number is at 48.5%. Fear of harassment situations and claims is a large reason for the decline.
Finally, if you choose to have alcohol at your holiday party, you should communicate, in writing, that employees should drink responsibility and that drunken or unprofessional behavior will not be tolerated. You might even consider having someone from your leadership team, or yourself, monitor the event to ensure that no one is ruining the holiday fun for everyone.

Overview of Florida’s Dram Shop Laws, Social Host Liability, and Indemnification of Vendors

In 1980, Florida enacted its “dram shop” law, Florida Statute 768.125, which through its legislative intent and subsequent judicial interpretation (See Bankston v. Brennan, 507 So.2d 1385, 12 Fla. L. Weekly 243 [Fla., 1987]), limits the scope of liability for alcohol service. Under Florida law, vendors not “social hosts” may be liable for damages resulting from an alcohol-related accident if they: a.) “willfully and unlawfully sells or furnishes alcoholic beverages to a person who is not of lawful drinking age,” or b.) “knowingly serves a person habitually addicted to the use of any or all alcoholic beverages.” 
 
So the question… is your company a vendor or social host? You are likely a social host, however, your exact status could depend on how you are arranging the event (i.e. professional caterer as the vendor, self-service where you buy/serve the alcohol via a cash bar, etc.). I’m not going to give you an answer on your status, because it could depend on a number of factors and you should consult your lawyer. Additionally, in your vendor contract, there could be an indemnification clause where you have agreed to “indemnify, defend, and hold harmless” your vendor for “any and all liability related to the sale or service of alcohol at a group function” (yeah that legalese clause you skimmed over is quite important). Your lawyer should assist you in you reviewing and analyzing all vendor contracts so that you clearly understand what you are bargaining for and agreeing to.
However, one thing should be obvious, serving alcohol to someone who is under 21 is a terrible idea. Even if you aren’t a “vendor” who could be liable under 768.125, if you allow this to happen you could be guilty of a criminal offense, specifically Florida Statute 562.11(1). Therefore, be aware of your underage employees and provide a list, with pictures, to the bar staff. You should also consider implementing arm-bands and/or drink vouchers to clearly indicate who is a legal drinking age. I know what you’re thinking or going to ask… No, you can’t be accused of age discrimination if you are upholding the law and do so in a reasonably prudent way (i.e. don’t say if you’re underage you can’t come to the company holiday party nor should you pick a venue that forbids underage individuals).
For the second part of 768.125, relating to “person(s) habitually addicted to the use of any or all alcoholic beverages.” First, see analysis above, if you are a “vendor” or a “social host”. Second, if you have knowledge of an employee’s alcohol addiction, this can be a slippery slope, because you do not want to publicly exclude or embarrass them for something that a lot of people struggle with. At the same time, you want to limit your liability and ensure safety for everyone, especially innocent motorists. You should work with your legal counsel and HR department to make sure that you are operating within privacy laws, employment laws, and common sense & decency. If you are hiring a vendor or a caterer, they obviously don’t know about your employees’ alcohol addictions. However, it could be argued, depending on your contractual relationship, that they are operating as your agent. Read the fine print and talk with your lawyer.
If you’re outside of Florida, your state could have different laws than the foregoing. Therefore, you should speak to a local attorney who can help you (contact me if you would like some recommendations).

A Few Quick Tips for Alcohol Service at Company Parties…

  • Provide Employees With a Ride and Parking – Consider providing Uber, Lyft, Taxi, or Car Services from your event to ensure they are safe. You can purchase promo codes through ride-sharing services and even negotiate a special rate with taxi companies and car services. If you do this, your employees will know that you care about their safety.
  • Drink Tickets and Service Limits – Setup a drink voucher system to limit the alcohol consumption to a reasonable level. To make it fun, have special “themed” drinks or cocktails setup at various stations. You should have a clear time where alcohol service is cut-off, then start serving alternative beverages such as coffee, tea, or even hot cocoa (who doesn’t love hot cocoa?!).
  • Use a Professional – Do not have a self-service system for employees to get their own drinks. Also, you should not allow employees to serve alcohol to other employees. Hire a professional catering service with appropriate licensing, permits, and training.
  • Follow the Leaders – If you and your leadership team are excessively drinking, good luck making sure your employees stay responsible. You should lead by example.
  • Family Friendly – Depending on your team, and you know them best, you might decide to not have alcohol at all, or to limit alcoholic beverages to beer and wine. I know that can be easier said than done. However, it’s easier to justify and implement if you make the holiday party a family-friendly function. This also makes it easier for more of your employees to attend if they can bring their children and don’t have to find childcare. As discussed above, statistics show that you won’t be in the minority. A growing number of companies are eliminating alcohol from their holiday parties.

Your Attendance is Strongly Encouraged… Completely Optional

The holidays are a busy time. Between family, professional, and community commitments, most people feel that there isn’t enough time from Thanksgiving to New Year’s Eve to attend every event they are invited to. This means that some of your employees might not show up to your Holiday Party, especially if it’s a lame party (see below for some fun tips!).
Unless it is a clearly defined responsibility or duty of your employees, you should not expect them to attend and you should not shame those who are absent. Some people might have religious, family, or other reasons for not attending. Additionally, you should advise your managers and supervisors not to mention an employee’s absence at a holiday party and also discourage other employees from doing the same. It can be easy during an employee’s review or discussion on “teamwork” or “culture” to point out someone who didn’t attend a holiday party. If they didn’t attend for a specific reason, and are later singled out or feel hostility, you could find yourself in a compromised situation.
Also keep in mind, if your holiday party involves clients and certain employees who are required to be there for networking and client retention purposes (e.g. sales executives, client-facing employees, etc.) or you have employees who are helping run your holiday party, be cognizant that you should likely compensate them for their time, especially if they are hourly employees or independent contractors. For salaried employees, make attendance a part of their job description and expectations if necessary.

You Can Never Have Too Much Fruit Cake… Insurance

Depending on the size and scope of your holiday party, or any company event for that matter, you might want to consider an insurance rider or special policy for your event. These types of riders and policies are relatively inexpensive, and they are a good risk management habit. All it takes is one mistake or accident and you could find yourself facing a mountain of liability. Contact your general liability and workers’ compensation insurance providers to understand your coverage, limits, and any applicable exclusions (i.e. your coverage or exclusions for company-wide off-site events). Additionally, if you are having the company party at your home, ensure that your homeowners’ insurance and any umbrella policies you might maintain provide you with the proper level of protection. Be aware that there could exclusions or limitations in your policy for non-personal, business gatherings hosted at your home. Therefore, you might need a rider or separate policy for the event.

If you choose to have your event at a special venue, ensure that the premises’ owner and/or operator have adequate insurance and that all of your vendors (e.g. caterers, bar staff, entertainment, etc.), especially those serving alcohol, are also insured and have up-to-date licensing and permits to perform their duties (i.e. food services, liquor/alcohol licensing, etc.). Most event coordinators or venue operators will (or should) make this a requirement for their subcontractors. However, it never hurts to ask and it shows that you are paying attention to the details. At the end of the day, you do not want your company to be the deepest available pockets if something happens. Your lawyer can assist you in engaging your vendors and venues.

Lastly, do a site inspection of the facilities in the weeks before your holiday party to make sure they are safe and have all necessary accessibility and access requirements under local, state, and Federal laws (e.g. American’s with Disabilities Act – ADA). Once again, you want to ensure safety and accessibility so that everyone can enjoy the party.

Be Creative and Have Fun!

Ok… enough of the Debbie Downer ruins the holidays routine. Here are a few  ideas to make your holiday party a fun and memorable event!
  • Give Back – Consider having a charitable element to your holiday party. My good friends, Christina Anton Garcia and John Castro of Anton Castro Law in Tampa do this wonderfully by making their holiday party a donation drop off for Toys-for-Tots! You should see the mountain of toys that they are able to donate to children in need.
  • Employee Entertainment – You likely have some talented employees in your company (they could be hiding). Forming a “company band” to play holiday songs and other popular songs, is a great way to build teamwork and feature your own “rock stars”. Give your employees something to remember and grab the mic and serenade them yourself. However, you might end up on Youtube… like this boss. PLEASE do not sing the song that he chose.
  • Cooking Competition – Hire a locally-recognized chef to have a cooking class and teach your team how to make various holiday dishes. You can even have a “Top Chef” competition between various departments and teams. This can be a great team building activity and you give your team members something that they can share with their friends and family throughout the holiday season–delicious dishes!

A Few Blogs & Articles on Holiday Parties:

How Can CERV LAW Help You?

If you have specific questions about the issues raised above or if I can be of assistance to you or your company in any other matter, feel free to contact me, Chris Cervellera of CERV LAW, PLLC in St. Petersburg, Florida.

Note: This article should not be construed or interpreted as legal advice nor the formation of an attorney-client relationship.

Read More
Share
Business Law, Employment LawNovember 28, 20180 comments
by Chris Cervellera, Esq.

Introducing CERV LAW, PLLC – A Note from Chris Cervellera

I’m proud to announce the launch of my law firm, CERV LAW, PLLC in St. Petersburg. Through this firm, I will serve entrepreneurs, small businesses, individuals and professionals in St. Petersburg, Tampa Bay, and throughout Florida. By leveraging my legal skills and training, years of business and leadership experience, and commitment to creativity & innovation, I hope to transform the way legal services are offered to entrepreneurs, small businesses, and professionals. I’m also passionate about utilizing my legal skills to provide pro bono legal services in my local community. Learn more about my areas of focus.

What is “CERV”?

Well, “CERV” is a shortened version of my last name, the first four letters to be exact. During law school, a few of my friends started calling me “Cerv” (probably because they were too scared to pronounce my last name). Since then, the name has stuck. Each letter in CERV stands for a quality that defines my commitment to my clients through this firm.

CREATIVITY / ENERGY / RELIABILITY / VERSATILITY
Learn more about the “CERV” Commitment.

I’m Thankful…

This week is Thanksgiving. That makes it even more fitting for me to express my deepest thanks and gratitude to a number of people and organizations that helped make this possible. (Warning: The list is long, if this were a speech at an awards ceremony the music would probably cut me off.)

Family & Friends: I’d like to thank my family and friends who have supported and encouraged me throughout the establishment of my firm these past few months, and also throughout law school and the bar exam. My success is truly shared with you. I am humbled by your support and thankful to have all of you in my life.

Stetson University College of Law: I’d like to thank my classmates in the part-time program and my professors at Stetson Law. It feels weird saying this, especially publicly, but I actually miss law school. Specifically, I’d like to thank Chris Covell, Glenn Bukowski, and Steve Gower for being too scared (or too lazy) to say my last name and for giving me the nickname “CERV” (BTW… you have no rights in the name).

My TAG Alliances Team & Community: I’d like to thank Richard Attisha and Melisa Attisha, my employers, for allowing me to create this venture while maintaining my role as Executive Director at TAG Alliances (I’m not going anywhere). I appreciate your confidence and trust in me. Additionally, I’d like to thank the hundreds of lawyers, accountants, and advisors in TAG Alliances who I count as friends and mentors. I’d also like to thank Peter Appleton Jones and Anne Appleton Jones–words can’t express how thankful I am to you and your family.

A Few Mentors: I’d like to thank my longtime mentor Bob Sattin for his honest and trusted advice. Also, I’ve recently had the opportunity to connect with a number of local lawyers in St. Petersburg. Specifically, I’d like to thank Douglas Jackson. Doug is a fellow solo attorney and he has been more than valuable throughout this process in sharing his own experiences. I’d also like to thank my former professor and local St. Petersburg attorney, James Martin. It was actually Jim’s idea for me to start my own firm while Doug pushed me over the edge.

The Garrs: My sister and brother-in-law, Megan and Andrew Garr, are amazing cinematographers and photographers through their business, The Garrs. They are so amazing that they even made my mug look halfway decent in my professional photos haha.

The Florida Bar’s Practice Resources Institute “LegalFuel”:  The leadership, both current and former, of the Florida Bar should be commended for putting together their Practice Resource Institute, now called LegalFuel. It is a comprehensive and invaluable resource for any lawyer in Florida who is looking to establish a firm.

The St. Petersburg Bar Association: Recently, I’ve attended a few events organized by the St. Petersburg Bar Association. In addition to the quality of the professionals, I’ve been impressed with the openness and welcoming spirit of the group. I look forward to getting more involved in this local community of peers.

Regions Bank: Since 2004, Regions has been where I have conducted my personal and business banking (back when they were still AmSouth!). I’d like to thank my local banker in St. Petersburg, Bruce Andrulis, for his positivity and his help with this venture along with my other personal & business banking needs. IMHO, Bruce is the best banker in St. Petersburg.

Thanks to everyone above and those who I didn’t mention. I look forward to making you proud through CERV LAW, PLLC. Please contact me if I can be of assistance to you, your family, your friends, or anyone in your professional circle.

–Chris Cervellera

Read More
Share
Musings, NewsNovember 19, 20180 comments