Company Annual Reports Due May 1

Dear Friends and Clients;
 

Now that tax season is over, don't forget to file your annual report before May 1, 2015 with the Department of State, Division of Corporations. If you fail to do so, a non-waivable late fee of $400 will be imposed for your Company to maintain its active status.

You can go to https://services.sunbiz.org/Filings/AnnualReport/FilingStart to file your report.

 
Please remember that this is the time to update your information.  You should (i) add, delete, or change the names and/or addresses of the officers, directors, managers, managing members, and addresses only of general partners; (ii) change the registered agent and registered office address; (iii) change the principal office address and mailing address for the business entity; and/or (iv) add or change your federal employer identification number. 

Please feel free to call and/or email Cobbe Law directly with any questions or concerns. 

Sincerely,
Melody Cobbe

Taxes - A topic every small business is concerned about!

As I come across articles that are of interest, I will begin to post them here for you to check out too!

Click the link below and leave a comment to let me know what you think......

http://blog.rocketlawyer.com/is-your-small-business-paying-too-much-in-taxes-912304?utm_source=triggered_email&utm_medium=email&utm_content=Feature&utm_campaign=FormProTrialerDgst2Tax&utm_id=57373295&mkt_tok=3RkMMJWWfF9wsRolu6rLZKXonjHpfsX%2F7%2B0oX6Cyiokz2EFye%2BLIHETpodcMS8ZgMq%2BTFAwTG5toziV8R7HBJM1j3cYQXhDj

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.

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.

The Importance of Owners' Agreements

Although not required, it is extremely valuable for Owners' Agreements, such as Shareholder Agreements, LLC Agreements and Joint Venture Agreements to be in writing.  In closely held businesses, a shareholder dispute is what typically causes a Company to crumble. Shareholders and partners of privately held companies should protect themselves during the formation process and reduce oral agreements to writing.  Certain provisions to include provide for buy-sell methods, decision making ability, and deadlock and dispute resolution procedures.  Making sure that these types of clauses are  in writing before a problem arises could be the key to a Company's ultimate success.