Generated by All in One SEO v4.9.10, this is an llms.txt file, used by LLMs to index the site. # Arthur D. Warady ## Sitemaps - [XML Sitemap](https://adwlegal.com/sitemap.xml): Contains all public & indexable URLs for this website. ## Posts - [Blog](https://adwlegal.com/blog/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Blog Arthur D. Warady Legal Blog Covenants Not to Compete Are Subject to State Law; not Federal Law Arthur Warady July 3, 2024 No Comments The Federal Trade Commission Rule effective September 4, 2024, attempting to strike down most covenants not to compete - [Be Tax Savvy: Don't Own Your Real Estate in an S-Corp](https://adwlegal.com/be-tax-savvy-dont-own-your-real-estate-in-an-s-corp/) - If your Accountant or someone else tells you to take title to Real Estate in an S-Corporation, don’t listen. Run the other way!There are many adverse tax consequences if you own Real Estate in an S-Corporation. Many are detailed in the tables below.Two of these adverse income tax consequences is that live or die, it’s - [Liability Shield](https://adwlegal.com/liability-shield/) - Click Here To Read - [Covenants Not to Compete Are Subject to State Law; not Federal Law](https://adwlegal.com/covenants-not-to-compete-are-subject-to-state-law-not-federal-law/) - The Federal Trade Commission Rule effective September 4, 2024, attempting to strike down most covenants not to compete has been invalidated by the Courts. - [Loss on Small Business Corporation Stock](https://adwlegal.com/loss-on-small-business-corporation-stock/) - Conclusions Pursuant to Section 1244 of the Internal Revenue Code of 1986, as amended, up to $100,000 of the loss on the sale of stock (which includes the stock becoming worthless) of a Small Business Corporation in any one tax year can be treated as an Ordinary Loss... - [Starting Your Business: Choice of Legal Entity](https://adwlegal.com/starting-your-business-choice-of-legal-entity/) - Consider the Possibilities When you start a new business there is a wide array of available legal entities from which to choose, including without limitation: Sole Proprietorship Partnership (general or limited) Limited Liability Company (LLC) Corporation (“C” or “S”... ## Pages - [Home](https://adwlegal.com/) - Request an expert business legal consultation in Boca Raton, FL, from Arthur D. Warady, lawyer and CPA. Call 305-600-2432 for trusted legal guidance. - [Contact](https://adwlegal.com/contact/) - Contact Arthur D. Warady for business contract drafting, trademark registration, and legal consultations in Boca Raton, FL. Schedule a consultation today. - [FAQ](https://adwlegal.com/faq/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » FAQ Answers To Frequently Asked Questions From A Lawyer With A Business Background My name is Arthur D. Warady, and I have practiced law for 50 years. I am also a certified public accountant (CPA), and I have been an entrepreneur in software - [Arthur Warady](https://adwlegal.com/arthur-warady/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Arthur Warady Arthur Warady Attorney Contact Me: Contact Me: (305) 600-2432 Practice Areas: BusinessConstruction LawTechnology LawEntity Formation and GovernanceEmployment AgreementsLiability and Asset ProtectionNDA (Non-Disclosure Agreements)Government ContractsPurchase and Sale of BusinessesIntellectual PropertyTrademarksTrusts Biography Arthur Warady is a Southeast Florida-based practicing attorney (licensed in Florida, - [Skills](https://adwlegal.com/skills/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Skills Contracts and Business Agreements Contracts & Business Agreements Accredited Investor AgreementsBusiness to Business (B2B) AgreementsCommission AgreementsConstruction ContractsAIA Standard FormsCustom Construction AgreementsEmployment ContractsIndependent Contractor AgreementsMaster Services Agreements (MSA)Non-Disclosure Agreements (NDA)Licensing AgreementsSoftware LicensingTechnology LicensingRoyalty Agreements Business Formation Limited Liability Companies (LLC)Single Member LLC (SMLLC)Multi-Member - [Business Owners](https://adwlegal.com/business-owners/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Business Owners Business Owners I am Arthur Warady, a business lawyer serving owners of privately-owned companies in Florida, Georgia, Pennsylvania and New York.My clients are not limited to Construction, Consulting, and Technology. My clients include many other industries, for example, manufacturing, toys and - [Site Map](https://adwlegal.com/site-map/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Site Map Site Map Pages Home About Construction Clients Consulting Clients Owners of Private Companies Technology Clients FAQ Blog Testimonials Contact Announcements People Warady, Arthur Business Sense From An Attorney Who Has Walked The Walk I’m Eager To Answer Your Questions - [About](https://adwlegal.com/about/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » About Personalized And Detail-Oriented Guidance In Business Law I am Arthur Warady, a pr acticing attorney based in southeast Florida and licensed in Florida, Georgia, New York and Pennsylvania. I am also a registered certified public accountant (CPA) in Illinois, and I bring - [Technology Clients](https://adwlegal.com/technology-clients/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Technology Clients Legal Counsel And Planning For Technology Businesses The tech industry is fast-paced and competitive. You have to make your moves before someone else with a similar innovation gets there first. Yet, you can’t jump the gun or have tunnel vision. Forging - [Consulting Clients](https://adwlegal.com/consulting-clients/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Consulting Clients Experienced Legal Support For Consultants Consulting can be quite satisfying and lucrative. It is important to lay the proper foundation if you are forming a consultancy business. I am Arthur Warady, an attorney with decades of legal, tax and business experience. - [Construction Clients](https://adwlegal.com/construction-clients/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Construction Clients Building Trust With Clients In The Construction Industry I am Arthur Warady, a business lawyer serving small and mid-sized privately-owned companies in Florida, Georgia, Pennsylvania and New York. I have significant experience with the business and legal facets of construction.My construction - [Testimonials](https://adwlegal.com/testimonials/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Testimonials Client Reviews “Over the thirteen years that I have had the privilege to work directly with Arthur, I continue to find him an incredibly knowledgeable person. He is tremendously thorough and detail-oriented with an impeccable work ethic. Working for him – leading - [Announcements](https://adwlegal.com/announcements/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Announcements New Law Affecting Most Small Businesses The Corporate Transparency Act (CTA) is in effect from January 1, 2024.It’s a new law that increases the reporting requirements for most small businesses.Click here to find out if the CTA applies to your organization. Practice Areas - [Privacy Policy](https://adwlegal.com/privacy/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Privacy Policy Privacy Policy We partner with Thomson Reuters, who might also collect data as part of our marketing efforts. To learn more about the Thomson Reuters privacy policy and the data that might be collected, please visit:? Thomson Reuters Privacy Statement. Business - [Disclaimer](https://adwlegal.com/disclaimer/) - Tailored Business Counsel From An Attorney With An Entrepreneurial Background Home » Disclaimer Disclaimer The information you obtain at this site is not, nor is it intended to be, legal advice. You should consult an attorney for advice regarding your individual situation. We invite you to contact us and welcome your calls, letters and electronic - [Practice Areas](https://adwlegal.com/practice-areas/) ## Testimonials - [Don Draper](https://adwlegal.com/?testimonial=don-draper) - “Over the thirteen years that I have had the privilege to work directly with Arthur, I continue to find him an incredibly knowledgeable person. He is tremendously thorough and detail-oriented with an impeccable work ethic. Working for him – leading a team of consultants I have never met an individual as capable of translating rules - [Bruce Gomberg](https://adwlegal.com/?testimonial=bruce-gomberg) - “Arthur is not like other attorneys with whom I’ve worked. He brings to bear an unusual set of skills blending years of entrepreneurial business and legal experience. I was introduced to Arthur after I sought the advice of two other attorneys who were not able to grasp my particular business goals and would not offer - [Robert W. Owen](https://adwlegal.com/?testimonial=robert-w-owen) - “I have been his client and worked with Arthur for more than 20 years. I’m always impressed by his broad knowledge and quality of work. Over the years he’s provided business and personal legal representation. Arthur has a unique ability to present complex issues in a concise manner that helps facilitate a good business decision. - [Magda Stenzel](https://adwlegal.com/?testimonial=magda-stenzel) - “Arthur’s unique blend of software development, business and legal skills has been very helpful to me. He was quick to realize that I was headed down the wrong path, alerted me and helped me find a better way.” ## FAQs - [Do I need to file a Business Ownership Information Report ("BOIR")?](https://adwlegal.com/faq/do-i-need-to-file-a-business-ownership-information-report/) - The Corporate Transparency Act (CTA) went into effect January 1, 2024. However, as of March 26, 2025, the FINCEN Business Ownership Information reporting is limited to Foreign Reporting Entities. Currently U.S. Entities are Exempted. Click here to read the details - [Is a covenant not to compete enforceable against an employee or an independent contractor?](https://adwlegal.com/faq/is-a-covenant-not-to-compete-enforceable-against-an-employee-or-an-independent-contractor/) - Effective September 4, 2024, the tried to invalidate virtually all Covenants Not To Compete. The Courts struck down the FTC Rule on Covenants Not To Compete. Today, enforceability of a Covenants Not To Compete remains subject to regulation under State Law. State Laws vary. Generally, courts are reluctant to enforce a Covenants Not To Compete because it is a restraint on trade. In most states, a court is less likely - [I’m Here To Field All Your Business Law Questions](https://adwlegal.com/faq/im-here-to-field-all-your-business-law-questions/) - You will work directly with me at my firm. Call my office in Boca Raton, Florida, at 305-600-2432 or send me an email. I practice in Florida, Georgia, New York and Pennsylvania. - [Will my tax ID number change if I change my company’s tax formation from an LLC to a C-corp?](https://adwlegal.com/faq/will-my-tax-id-number-change-if-i-change-my-companys-tax-formation-from-an-llc-to-a-c-corp/) - It depends on your answers to the following questions: Are you the only member (sole owner) of your LLC? Have you been filing income taxes of your LLC on Schedule C of your personal 1040 (as a sole proprietorship or disregarded entity for IRS purposes) or on Form 1065 (as a partnership)? Do you want - [What’s the difference between a state nonprofit corporation and a Section 501(c)(3) organization?](https://adwlegal.com/faq/whats-the-difference-between-a-state-nonprofit-corporation-and-a-section-501c3-organization/) - A state nonprofit corporation may be exempt from that state’s income tax or sales tax – if properly registered; however, it is not exempt from federal income tax, and donations to it are not deductible on the donor’s federal income tax return. All 501(c)(3) organizations are state nonprofit corporations or trusts, but not all are - [Does a distribution from an LLC to a retiring member result in taxable income to the retiring member?](https://adwlegal.com/faq/does-a-distribution-from-an-llc-to-a-retiring-member-result-in-taxable-income-to-the-retiring-member/) - This depends on a number of factors: If the LLC is elected to be taxed as a corporation, then generally it would be taxable income if a C corporation. If an S-Corp, it may or may not be taxable depending on other circumstances. If the LLC is taxed as a partnership (the default tax classification), - [What is a ‘flow-through entity’?](https://adwlegal.com/faq/what-is-a-flow-through-entity/) - “Flow-through entity,” also known as “pass-through entity,” is a term invented for federal income tax purposes. It is not a specific legal entity. The term includes a class of entities whose income is not usually taxable to the entity but rather is taxed to the entity’s owner(s). An S-Corp, a partnership, and a limited liability - [Is there an advantage to having an LLC elect to be taxed as an S-Corp?](https://adwlegal.com/faq/is-there-an-advantage-to-having-an-llc-elect-to-be-taxed-as-an-s-corp/) - Sometimes, yes. If a shareholder-employee earns enough income, then the accountant might declare part of the income to be W-2 wages and the balance to be a distribution of an S-Corp dividend. The W-2 wages portion is subject to payroll taxes, including FICA (Social Security) and Medicare taxes The S-Corp dividend is not subject to - [Can a verbal contract be enforceable?](https://adwlegal.com/faq/can-a-verbal-contract-be-enforceable/) - Yes, many states have a law called “the Statute of Frauds” that specifically validates some verbal contracts Even if a verbal contract is not protected by the Statute of Frauds, various facts and circumstances may make it legally enforceable, such as when the party seeking to enforce the verbal agreement has performed its obligations to - [Are all written and signed contracts legally enforceable?](https://adwlegal.com/faq/are-all-written-and-signed-contracts-legally-enforceable/) - No, there are technical requirements that must be met to make a contract legally enforceable – for example, the party seeking to enforce the contract: Must prove that the other party received legal consideration for signing the contract; and Must prove that its promises to the other party were not illusory. - [Does a single-member LLC provide asset protection?](https://adwlegal.com/faq/does-a-single-member-llc-provide-asset-protection/) - Generally, claims for liabilities arising “inside” an LLC cannot reach a member’s assets owned “outside” the LLC. On the other hand, in virtually all states, with the exception of Delaware, Nevada, and Wyoming, assets inside a single-member LLC (in contrast with a multi-member LLC) are not protected from liabilities arising outside the LLC. Delaware, Nevada, - [Sale of Small Business Corporation Stock](https://adwlegal.com/faq/sale-of-small-business-corporation-stock/) - Can a Loss on the Sale of Small Business Corporation Stock be an Ordinary Loss? Section 1244 of the Internal Revenue Code of 1986, as amended, allows up to $100,000 of the loss on the sale of stock (which includes the stock becoming worthless) of a Small Business Corporation in any one tax year to - [Answers To Frequently Asked Questions From A Lawyer With A Business Background](https://adwlegal.com/faq/answers-to-frequently-asked-questions-from-a-lawyer-with-a-business-background/) - My name is Arthur D. Warady, and I have practiced law for 50 years. I am also a certified public accountant (CPA), and I have been an entrepreneur in software development and other fields. Below are some common questions and concerns that my business clients raise. To address your specific situation, contact my Florida law ## Categories - [Firm News](https://adwlegal.com/category/firm-news/) - [Corporations](https://adwlegal.com/category/corporations/) - [Income Tax](https://adwlegal.com/category/income-tax/) - [Business Entities](https://adwlegal.com/category/business-entities/) - [Limited Liability Companies](https://adwlegal.com/category/limited-liability-companies/) - [Partnerships](https://adwlegal.com/category/partnerships/) - [S-Corps](https://adwlegal.com/category/s-corps/) - [Employment Agreements](https://adwlegal.com/category/employment-agreements/) - [Independent Contractor Agreements](https://adwlegal.com/category/independent-contractor-agreements/) - [Non-Compete](https://adwlegal.com/category/non-compete/)