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Hello,
I am a partner in an s-corporation that is in good standing in the state of Florida. Our company is being sued by a client. The plaintiff has amended the suit to include my business partner and myself. Everything that I read says that the corporation should protected us from being held liable for actions that we performed by the corporation. They are claiming that we were personally liable, and acted with gross negligence. (We did not) The lawsuit is a long story, but we are an architectural firm that provided architectural services for a client. After permitting and partial construction of the residence, the city issuing the building permit said that they had made a mistake. the home was permitted and built based on incorect setback information, and needed to be torn down. The city admits to making the mistake, but has no liability because of its status. The owner has decided to throw a lawsuit against ALL parties involved, Companies as well as individuals associated with the companies. Could someone please guide me to somewhere to find the Florida legal statutes that would cover this area? Thank you for your guidance, Sfaa |
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Here is a site I pulled info off of:
nolo.com: "S Corporation Facts S corporations are similar to LLCs in that they provide owners with limited liability protection while offering the tax structure of a partnership. Many entrepreneurs have two goals when choosing a structure for their business: Protecting their personal assets from business claims (limited liability) and having business profits taxed on their individual tax returns. Not long ago, an S corporation was the only choice for these business owners. In recent years, however, S corporations have been largely replaced by limited liability companies(LLCs). Still, some businesses can benefit by organizing as S corporations. What Is an S Corporation? An S corporation is a regular corporation that has elected "S corporation" tax status. Forming an S corporation lets you enjoy the limited liability of a corporate shareholder but pay income taxes as if you were a sole proprietor or a partner. In a regular corporation (also known as a C corporation), the company itself is taxed on business profits. The owners pay individual income tax only on money they receive from the corporation as salary, bonuses, or dividends. By contrast, in an S corporation, all business profits "pass through" to the owners, who report them on their personal tax returns (as in sole proprietorships, partnerships, and LLCs). The S corporation itself does not pay any income tax, although an S corporation with more than one owner must file an informational tax return like a partnership or LLC, to report each shareholder's portion of the corporate income." I'm not sure according to the Florida statutes if an s-corp is more a corporation or a Limited Liability Comany. If it is more like an LLC then the statutes even if it is a corp can be looked up under Florida Department of State, Division of corp. at sunbiz.org under florida statutes. This is what I pulled up under LLC "Title XXXVI BUSINESS ORGANIZATIONS Chapter 608 LIMITED LIABILITY COMPANIES View Entire Chapter 608.4227 Liability of members, managing members, and managers.-- (1) Except as provided in this chapter, the members, managers, and managing members of a limited liability company are not liable, solely by reason of being a member or serving as a manager or managing member, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company;" The Dept. of Corp. might know which it is and what statutes apply. Good luck. |
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