What legal documents should everyone have? One, I think of the top of the list is you need to be sure that you have government issued identification such as a driver’s license or an ID card issued by the same as a driver’s license. I don’t know if the department of motor vehicles issues those, but have an ID because you’ll need that. No matter where you go to cash checks or any number of places as far as your estate planning documents, I think everyone should have a living will that would direct whether or not you want life support to be discontinued. If you have a terminal condition, permanent vegetative state or an end stage condition, it really is important. I think that you have a healthcare surrogate or where you designate a healthcare proxy to be able to make medical decisions for you and also have a HIPAA waiver so that they can check on you to find out how you’re doing as far as if you are hospitalized, although you may not be dying like you would be using a living will also consider particularly if you’re by yourself rather than a husband and wife situation is to giving someone that you trust, hopefully a child or a loved one that you consider, or really trust a durable power of attorney who would be able to take care of business for you. And it’s called durable sense. It would be in the event you no longer had capacity. It would also be good to have a birth certificate and if you’re have a marriage license, particularly, for the ladies or the spouses, if you change your name, I think that’s a problem. Whenever you go to have your driver’s license taken care of, if you happen to be divorced and I have a copy of your divorce decree or decrease on the appropriate marital settlement agreements that go with those, if you have any unrecorded agreements. If you’ve entered into a contract with a lease to purchase property, it’s important that you have a copy of the signed documents or the signed documents. If you have promissory notes, are any unrecorded, a legal document that has to do with your rights to collect money or you owe money or you’re purchasing property or leasing property, those would all be documents that you should have in your possession. You have any questions about that will give me a call at (727) 847-2288.
What if I forgot to file my Florida corporate annual report? Wow. That’s the bad news, is you can filed however the cost to reinstate your corporation, cause it will be administrative resolved as a hefty fine. I believe it’s $450, but it’s nothing that money won’t cure, but, that’s the remedy if you forgot to file it as a May 1st. Then if you file after that, you’re going pay a penalty which is to reinstate your corporation. So, it will no longer be administrative, dissolved. You have any questions about filing your annual report, give me a call at (727) 847- 2288.
Who must file a Florida corporate annual report. The annual report is required for all corporations to file, and I believe the time period is May 1st and also LLCs and other organized entities. And Florida must file an annual report and pay a fee, corporations as $150 a year. If you don’t pay them well, then the corporation may be administratively dissolved. All corporations have to pay the annual report or file an annual report and pay the fee. If you have any questions about your annual report, give me a call at (727) 847- 2288.
Do I need a lawyer to establish an LLC in Florida? The answer to that is no.
You can go on the Secretary State’s website and it’s very easy to establish an LLC. However, the problem with that is once that you establish it, who is the owner of this LLC, what you need to go along with your LLC is what they call an operating agreement, which sets forth who the members are and their particular percentage interest. It’s analogous to having a corporation and you don’t have any shareholders, so who owns the corporation? So it’s easy enough to set one up. However, who owns it once you have it established, who are the members, and so that’s where you do need a lawyer to set up an operating agreement designating who are the members, which is the membership interest in the LLC.
So if you would like me to set up an LLC or prepare an operating agreement for you, give me a call at (727) 847-2288. Thank you.
What considerations are involved in a corporate stock acquisition? Usually you are talking about a stock acquisition whenever you’re purchasing a business. There’s two ways to buy a business as you buy the assets, the good will, the accounts receivable, the use of the name and maybe a restrictive covenants. And if so, that’s an asset purchase and you do not buy the stock and that’s the way most businesses are sold. The reason for that is, that the buyer does not want to get hit with any unknown liabilities of the business. So to answer the question, the consideration as far as taking the stock rather than just buying the assets of the business is that you are responsible for all liabilities that you may or may not know of also as far as any tax liabilities. Sometimes if they are subchapter S’s why you can allocate the stock.
Also another tax consideration is you do not get an increase or a stepped up in basis in the assets if you buy the stock, you line up with the assets as far as being depreciated. Now that’s looking at it from the buyer’s perspective. From a seller’s perspective it works very well to simply sell the stock and that way it’s very easy. You simply transfer the stock, roll the stock certificate over and hand it over to the buyer and the buyer turns around and gives you a check or gives you the proceeds. Usually with a contract though, there’s a lot of due diligence to try and determine if there are any liabilities and any taxes that are owed.
Usually a stock acquisition happens whenever you have a one shareholder is buying out another shareholder and it’s not a complete sale but they are already involved in the business and you are buying out the retiring partner or a partner that wants to leave or under a buyout arrangement that you have entered into previously if we have a unhappy shareholder, you are not getting along on a small business where everyone works in the business and someone’s leaving, then they can simply buy his stock out since they already know of all the liabilities and the tax considerations.
So that’s the considerations you have as far as how to structure a purchase of a business if you are buying from a stranger and buying all the assets. I suggest you do an asset purchase rather than purchasing the stock whereas if you are involved in a corporation or an LLC and you’re buying out your partner, well then the purchase of the stock is the way to handle that buyout.
If you have any questions, well give me a call at 727-847-2288.