Small Business Legal Clinic
  • Contact Info
  • Syllabus
  • Resource Page
  • Writing Assignments
  • Procedures Manual

Student Resources
  • Form Collections
    • Forms Collection #1:  intake, file opening, file closing
    • Forms Collection #2:  communications about deliverables
    • Forms Collection #3:  transactional forms

  • Case Handling Protocols
    • Trademark Registrations
    • Non-profit corporation Protocol
    • 501(c)(3) Protocol
    • LLC Protocol
    • For-profit corporation Protocol
    • Copyright Protocol

  • Client Educational Materials
    • Client Educational Materials Page

  • Client Referrals
    • CLICK HERE for Client Referral Agencies
    • ALLIANCE BUSINESS SOLUTIONS   Assistance to small companies to secure SBA loans and other forms of financing

  • Research Shortcuts  - 
    • CLICK HERE for legal research links

  • Substantive Links

    • Choice of Entity
      • Outline of Basic Entity Types
      • What type of Entity Should I form?
      • Choosing an Entity for a Law Practice
      • Tax advantages/disadvantages of entity types
      • Tax considerations in choice of entity type
      • Client education: Corporation vs LLC
      • Corporate Transparency Act

    • Limited Liability Companies (LLCs)
      • Taxation of LLCs
      • Leases Between Sole Member and his/her LLC
      • Converting a corporation into an LLC
      • Distributions by an LLC to its Members
      • Creating an "LLC Envelop" type entity
      • Designating a successor member in a single member LLC

    • Intellectual Property
      • The Copyright Claims Board
        • Resolve copyright disputes of low economic value with a less expensive alternative to federal court
      • Overview of Patents
      • Patent Application Preparation
      • Patenting Software
      • Patenting Software (another article)
      • Overview of Trade Secrets
      • Overview of Copyrights
      • How to Register a Copyright (U.S. Copyright Office)
      • Trademarks: how to claim "acquired distinctiveness" under Section 2f
      • Trademarks - explanation of basic concepts

    • Securities Law
      • Advice emails to client thinking about issuing stock (four emails to be send in succession)
        • Part one
        • Part two
        • Part three
        • Part four
      • Securities law compliance
      • CLICK HERE for client education links (formatted to be copied into an email)
        • Instructions on use:  copy the links on the page to your clipboard then "paste" them into an email message.  DO NOT paste as plain text (so that the hyperlinks in the pasted text are preserved)

    • Issues With Having Employees
      • Guide to Fair Labor Standards Act
      • Exemptions to Fair Labor Standards Act
      • "Employee" vs "Independent Contractor"

    • Taxes
      • Taxation of Partnerships (on-line version of IRS Publication 541)
      • Understanding Taxation of Partnerships and LLCs (article by law professor)
      • Partnership "special allocations" (an explaination of "substantial economic effect")
      • Tax consequences of an LLC paying its Members for services
      • Taking money out of an S-corporation

    • Tax Exempt Status and Nonprofits
      • IRS Exempt Organization Search Tool
      • IRS Audit Technique Guides and Technical Guides for Exempt Organizations
      • Nonprofit Resources (collection of useful links)
      • Information on Form 1023-EZ - Special form for smaller nonprofits
      • Application Guide: 501(c)(3) exemptions
      • Honoring the "corporate formalities"
      • IRS guide to "group exemptions"
      • IRS -terminating or merging an exempt organization
      • Public Charity vs Private Foundation
      • Roberts Rules of Order
      • Information on registration requirements of Florida Charitable Solicitation Act

    • Corporations
      • Dissolving a Corporation under Florida Law

    • Small Business Resources
      • SBA - "Starting & Managing a Small Business" (excellent collection of resources)
      • Small Business Toolkit (links to resources)
      • Outline for Creating Business Plan
      • Franchise Checklist
      • Spreadsheet to calculate start-up cost for a new small business
      • Small Business Law (comprehensive collection of links)
      • Tips for Small Businesses on How to Avoid Litigation
      • Sample provisions for a term sheet from a lender

    • Nonprofit Resources
      • Nonprofit Resources (collection of many hyperlinks)
      • Checklist of Legal Issues for Nonprofits

    • Other Legal Forms
      • Free business contract forms (FindLaw)
      • Template Lab

    • Contracts
      • TemplateLab - collection of free contract templates
      • Collection of Boilerplate clauses

    • Website Terms & Conditions
      • Website Terms & Conditions - taken from ABA Business Law Section
      • How to Write Effective Terms of Use for Website - from NOLO
      • 5 Reasons Why You Need Terms and Conditions
      • Website Terms And Conditions Legal Requirements
      • Terms of Use Website: Everything You Need to Know
      • Are Website Terms and Conditions Legally Binding

    • Protecting Assets
      • Continuity Planning For Closely Held and Family Businesses
      • LLCs are better for protecting personal assets than are corporations

        • Caveat:  the Florida Supreme Court's recent "Olmstead" decision removed the asset protection advantage enjoyed by single member LLCs over corporations (the advantage enjoyed by multiple member LLCs remain unaffected). Click here to read the case

        • Following that decision Florida Statutes was amended to clarify the rules for single member LLCs - CLICK HERE to read an article on the "Olmstead Fix"

    • Word Processing
      • Prevent automatic double spacing in Word after line breaks
      • Tutorial on using "track marks"
      • Signature block examples for LLCs & Corporations
      • Examples of poor writing

        • Tip to Improve Your Writing Style - Write how you speak - when speaking people use simple English so that it has a natural sounds to it.  Aim to give your writing the same easy flow.


























































































































      • Clinic Orientation

      Trademarks

      • Powerpoint - trademark Overview

      • Likelihood of Confusion - Gemini AI drafting assistance

        • Office Action

        • Gemini AI input and output

        • Finished Product - the Response Form


      Contracts

      • Transactional Lawyering

      • Contracts Lecture

        • Example of poorly drafted ambiguous contract

        • Independent Contractor Agreement Template

      Nonprofits

      • Nonprofits & 501c3

      Business planning

      • Business Planning Slideshow

      • Business Plan Outline

      Taxes

      • Tax Lecture

      CHOICE OF ENTITY
      • choice of entity options


      ADVANCED CONTRACTS

      • Advanced Contracts powerpoint (David's guest lecture)

      • Munevar - Gemini AI - Services needed from "time to time"
        • Input text into Gemini AI
          • Master Services Agreement (AI)
          • Statement of work (SOW) (AI)
        • General Consutants Agreement

        Vigil - installation contract for impact doors and windows
        • Input text into Gemini AI
          • Installation Contract

        Schmitt -Furniture Fabrication
        • Client's website
        • Gemini-AI input text
        • Furniture Fabrication Agreement (AI)

        Medina Sale of Chemicals.
        • Client's website
        • Contract created by Clinic
        • sample invoice (to be attached as exhibit to contract)

        Medina Sales agency agreement
        • list of duties provided by client
        • Sample sales agency template suggeted by Prof Little

    • BUSINESS PLANNING

      • Business Planning Slideshow

      • Business Plan Outline

      • Client Referrals

      • Shopify

      • Franchises

      • Buying Business Checklist

  • Commercial Lease Checklist

  • FOR PROFIT CORPORATIONS

    • Minutes with bylaws attached

    • Shareholder Agreement

    • Stock Certificate

  • Improving writing - corporate signatures

  • LLCs
    • LLC limited liability - olmstead - Delaware

      • LLC Operating Agreement - single member

      • LLC Operating Agreement - manager managed

      • LLC Operating Agreement - member managed

    • Sale of LLC Membership Interests

    • Things to consider when forming a multi-member LLC:l

    • LLC Capital Accounts

    • Powerpoint - Joint Venture Considerations

  • Bringing in investors

  • Securities - seminar

  • Powerpoint - Labor Law

  • LECTURE WEBSITE TERMS, WORD-PROCESSING - DEBT COLLECTION

    • Powerpoint - Word Processing

    • Website Terms & Conditions

    • Sample Website Terms (selling goods online)

    • Pro se debt collection: Small Claims Court how-to



  • Powerpoint - Nonprofits & 501c3 - (Shahrzad)

  • Powerpoint - Miami Neighborhoods

  • Property - example title insurance commitment

  • Powerpoint - USPTO e-Sign

  • Business Purchase Checklist

  • santandru -structual green pdf

  • santandru - office action

  • Property - parking lot licensing agreement

  • COMMUNITY EDUCATION - presentations

    • Choice of Entity

    • Trademarks - Community Ed
    • Examples of poor writing