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David Francis Hanley

David Hanley’s Answers

17 total


  • Do I need to file a fictitious name statement/DBA for a name I'm going to use as the domain name for my LLC?

    My partner and I have established an LLC for our furniture business, but want to use a trade name that does not have "LLC" in it. Am I allowed to use a different name without filing anything? What should I file if it is the case that I need to app...

    David’s Answer

    A fictitious name is any assumed name, style or designation other than the proper name of the entity using such name. The use of fictitious names is governed by the Fictitious Names Act of 1982, (54 Pa.C.S. Section 301 et seq.). Fictitious names no longer need to be filed at the county seat in Pennsylvania. Any entity or entities (including individuals, corporations, partnerships or other groups) which conduct(s) any business in Pennsylvania under an assumed or fictitious name must register such name by filing an application for registration of fictitious name. The surname of a person — standing alone or coupled with words that describe the business — is not a fictitious business name. The inclusion of words that suggest additional owners, such as Company, & Company, & Sons, & Associates, makes the name an assumed or fictitious name. Please note: For partnerships, the last name of all partners must be listed or the fictitious name rule applies.

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    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney. Attorney is licensed to practice law only in the State of Florida. Responses are based solely on Florida law unless stated otherwise.

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  • Merchant charged card by $149.00 not approved by me. Tells me if I file a dispute with the bank he will not reimburse at all.

    Is that legal.

    David’s Answer

    If the charge on your card was not authorized by you, then your first step should be to dispute it with your credit card company. The merchant is bound by the terms of the credit card company's merchant agreement and dispute process. If the credit card company finds in your favor, the $149.00 should be credited back to your card and deducted from the merchant's account. I would not let the merchant's threat stop you from proceeding. In addition, if the merchant had no proper basis for charging your card, he may be subject to other civil and criminal penalties. Obviously your success or failure will depend on the actual facts of your situation.

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    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney. Attorney is licensed to practice law only in the State of Florida. Responses are based solely on Florida law unless stated otherwise.

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  • Can property be legally transferred to an LLC that has been stricken from the Florida State records?.

    This LLC was on the Florida State records briefly, but there are no known documents of who were the members or that anyone initially contributed any property to it. At some point, it was stricken from the Florida State records, apparently for fai...

    David’s Answer

    I agree with the prior attorney. Once an LLC is formed, it is never stricken, but may be administratively dissolved for failure to file an annual report. It is likely that the company was administratively dissolved, and then later reinstated. Business entities may reinstate by filing a reinstatement application and paying the applicable fees to the Florida Department of State. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the dissolution.

    Another possibility is that a new party formed a new company using the same name. The name of an administratively dissolved corporation is held for a period of one year from the date of dissolution. In other words, the name of a corporation which was administratively dissolved on September 26, 2008, would be available for use by another party on September 27, 2009.

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    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney. Attorney is licensed to practice law only in the State of Florida. Responses are based solely on Florida law unless stated otherwise.

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  • What right do I have as a 10% partner who was never offered any written partnership agreement only received 10% stock?

    I have been the minonity patner to a Restaurant. I contributed 10% of the initial Corporate working capital for purchasing the equipments. I am not registered in the Corporation. My name is not on record for the City Business License,The business ...

    David’s Answer

    You should consult with a local business attorney experienced in enforcing minority shareholder rights. The Florida Statutes provide statutory protections for minority shareholders to protect against the very types of actions you describe, and depending on the facts of your case, you may potentially be entitled to other protections under applicable law (such as labor law and intellectual property rights). The only way to know for sure is to discuss all the facts with a good attorney. I would definitely recommend you explore your rights and options before you decide to simply “walk away”.

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    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney. Attorney is licensed to practice law only in the State of Florida. Responses are based solely on Florida law unless stated otherwise.

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  • How many members of a corporation can be exempt from workmans comp?

    How many members of a corporation can be exempt from workmans comp?

    David’s Answer

    Key Exemption Eligibility Information

    An individual, as an officer of a corporation, who elects to be exempt may not recover workers’ compensation benefits. Eligibility requirements and documentation which must be submitted with the exemption application are detailed in 440.05 and outlined below.

    Non-construction industry corporate officer:
    1. The corporation must be registered with the Florida Department of State, Division of Corporations -- Florida Statutes 440.05
    2. The applicant must be listed as an officer of the corporation in the records of the Florida Department of State, Division of Corporations -- Florida Statutes 440.02(15)(b)(2)
    3. There is no limit to the number of corporate officers eligible for exemption
    4. There is no application fee

    Construction industry corporate officer, including a member of a limited liability company (LLC) -- Florida Statutes 440.02(9):
    1. The corporation must be registered with the Florida Department of State, Division of Corporations -- Florida Statutes 440.05(11)
    2. The applicant must be listed as an officer of the corporation in the records of the Florida Department of State, Division of Corporations -- Florida Statutes 440.05(11)
    3. The applicant must own at least 10 percent of the stock of the corporation as evidenced by a stock certificate or in the case of an LLC a notarized statement attesting to the minimum 10 percent ownership -- Florida Statutes 440.02(9)
    4. The applicant must list all certified or registered licenses issued to it pursuant to Chapter 489, Florida Statutes
    5. A $50.00 application fee is required -- Florida Statutes 440.05(8)(a)
    6. No more than three officers of a corporation (including LLC) or of any group of affiliated corporations (including LLCs) may elect to be exempt 440.02(15)(b)(2)

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    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney. Attorney is licensed to practice law only in the State of Florida. Responses are based solely on Florida law unless stated otherwise.

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  • I have power of attorney for my husband (dementia patient). Where do I register / record this to refinance mortgage?

    I was not told by my attorney that recording / registering the document was needed but mortgage company insurer is looking for this. For all other transactions I simply sign needed documents and supply copy of power of attorney forms. Thank Yo...

    David’s Answer

    I agree with the prior attorneys. You should proceed to record the “original” power of attorney in the county where the property you are refinancing is located, so that the title examiner can locate it during his or her title examination. The “original” power of attorney will be returned to you once it is recorded in the Official Records.

    If you think this post was helpful, please check the thumbs up (helpful) tab below. Thank you!

    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney. Attorney is licensed to practice law only in the State of Florida. Responses are based solely on Florida law unless stated otherwise.

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  • Redomicile or Form a New LLC?

    We currently live in FL but our LLC in registered in IL and the nature of our business is Trucking Transportation. Is it best just to redomicile our LLC in FL or to form a new LLC in FL and dissolve the one we have in IL?

    David’s Answer

    You should be able to accomplish your objective by filing a Certificate of Conversion with the Florida Department of State converting your Illinois limited liability company into a Florida limited liability company. The cost is about the same as forming a new company, but the benefit is that you can likely continue to utilize the Illinois company's uninterrupted "history," as well as its tax identification number, which may or may not be important to you.

    If you think this post was helpful, please check the thumbs up (helpful) tab below. Thank you!

    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney. Attorney is licensed to practice law only in the State of Florida. Responses are based solely on Florida law unless stated otherwise.

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  • What happens if I am an executor of an estate and I paid out to beneficiaries before debts were paid nad now I cannot recover ?

    I was appointed executor of my estranged husbands father estate because my husband at the time had a felony and he was the only son so he could not be executor but could appoint me.We separated soon after , My lawyer at the time did not explain t...

    David’s Answer

    Based on what you have outlined, you are potentially liable for the improper payments. You should seek Florida probate counsel as soon as possible to see if you can work out a satisfactory resolution.

    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney.

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  • Is there a way w/o a lawyer to open my late parents' safe dep box in Florida?

    My parents both died earlier this year. I'm in Boston and they lived in Florida. I'm the sole heir but there are weird laws there about safe deposit boxes. I don't even know if there's anything in it, but since my name wasn't on the box I can't...

    David’s Answer

    Section 655.935, Florida Statutes, is the law dealing with access to a decedent's safe deposit box to retrieve a will. Once a certified copy of the death certificate or other satisfactory proof of the decedent’s death is given to the bank, the statute grants limited access to the spouse, a parent or an adult descendant to open the safe deposit box that was leased by the decedent. The statute states that the individual may open the safe deposit box in the presence of a bank officer and remove the will of decedent along with any life insurance policies or burial instructions found in the safe deposit box. Nothing else may be removed. The will must then be deposited with the court having probate jurisdiction (the county in which the decedent was domiciled at the time of his death).

    If the will is admitted to probate and a personal representative appointed, the personal representative may then be permitted access by court order under Section 733.6065, Florida Statutes, to open and inspect the contents of the safe deposit box. The personal representative is required to file an inventory of the contents of the safe deposit box with the court within 10 days of opening it. Additionally, the personal representative has a right to remove all contents of the box.

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    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney.

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  • Florida - Regarding Disposition of Personal Property without Administration

    My mother passed away 25 years ago and my dad passed away 10/2010. Both estates had trusts and are now setteled without going through probate. I just found out my father had a small checking account, less than 2000.00 dollars. I have a brother ...

    David’s Answer

    Assuming your father's final expenses (funeral and medical bills for the last 60 days) have been paid and exceed the amount in his checking account, then you might qualify for Disposition of Personal Property Without Administration under Section 735.301, Florida Statutes. Otherwise, a Summary Administration will likely be required.

    Basically, this type of administration is a reimbursement to the person who paid the final expenses. You can not profit from this type of estate. For example, if the funeral bill was $2,000 and the petitioner paid no medical bills, the amount of the non-exempt property that could be disbursed could not exceed $2,000. If funeral expenses have not been paid, then the money should be paid directly to the funeral home.

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    Disclaimer: Please note that the above is not intended as legal advice, but is intended for educational purposes only. No attorney-client relationship is created, or is intended to be created, hereby. Do not act or rely upon the information in this communication without seeking the advice of an attorney.

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