Cobbe Law Announcement - Melody E. Cobbe Selected as a 2014 Florida Rising Star by Super Lawyers

Melody E. Cobbe has been selected to the 2014 Florida Rising Stars by Super Lawyers Magazine. Each year, no more than 2.5 percent of the lawyers in the state are selected by the research team at Super Lawyers to receive this honor. Super Lawyers, a Thomson Reuters business, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. The annual selections are made using a patented multiphase process that includes a statewide survey of lawyers, an independent research evaluation of candidates and peer reviews by practice area. The result is a credible, comprehensive and diverse listing of exceptional attorneys. Melody E. Cobbe has been recognized by Super Lawyers since 2011.

Naming Your Corporation

Before you decide to name your Florida corporation, you might want to consider that it must include "Corporation," "Company," or "Incorporated" or the abbreviation "Corp.," "Inc.," or "Co.," or the designation "Corp," "Inc," or "Co" as part of its name.

Your LLC: Is it Managers by its Members or Managers?

Member-Managed LLC

Essentially, a member-managed LLC functions similar to a partnership and the management and conduct of the LLC is vested in its members. An important consideration is that each member is an agent of the LLC for the purpose of its activities and affairs.  For example, a member’s act, including signing documents in the ordinary course of the LLC’s business, binds the LLC (unless the member did not have authority to act and it would be best to explain this in an operating agreement).

Manager-Managed LLC

A manager-managed LLC is similar to a traditional corporate model (i.e. president running a corporation). The management and conduct of the Company are vested in only its managers.  Each manager has equal rights in the management and conduct of the LLC’s activities and affairs.   As such, only the managers can bind the LLC.   To avoid confusion, you may want to consider giving appropriate titles to clarify the division of responsibility.

Did You Know You Can Download Your Old Tax Returns?

Now you can download your individual tax returns from the last few years directly from the IRS. This might be very helpful for all sorts of reasons, including applying for certain small business loans. To get started just go to http://www.irs.gov/Individuals/Get-Transcript

What is an EIN?

An Employer Identification Number (EIN) is also known as a federal tax identification number. An EIN is used to identify a business entity. Generally, businesses need an EIN, for example, to open a business bank account.  You can apply for an EIN in various ways, including online.  This is a free service offered by the IRS.  For more information, see http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Employer-ID-Numbers-EINs

Forming an Entity?  What is the Difference Between the Principal Address and Mailing Address

When forming an entity, it is important to recognize the distinction between the “principal address” and “mailing address.” The “principal address” is the physical location where the company conducts business and must be physical Florida address (i.e. not a P.O. Box).

However, your “mailing address” does not have to be a Florida address or a physical location (i.e. a P.O. Box can be used).  Instead, the “mailing address” is simply a current and good address where you can be reached at any time.

5 Quick Tips About Fictitious Names

1.  A fictitious name means any name under which a person transacts business in this state, other than his legal name.

2.  Registration under the Fictitious Name Act is for public notice only.  It does not affect trademark, service mark, or corporate name rights previously acquired by others in the same or similar name. 

3.  The applicant of the fictitious name is required to advertise the name to be registered at least once in a newspaper.

4.  The newspaper must publish the fictitious name in the county where the principal place of business of the applicant will be located.

5.  A fictitious name registration is valid for a period of 5 years and expires on December 31 of the 5th year.