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.
How do I write corporate minutes? Well first let’s talk about what we mean by corporate minutes. Each year, at least once a year, you need to have a shareholders meeting and under your bylaws of your corporation you have to give notice to the shareholders that you’re holding a meeting. What you customarily do is simply have a waiver signed particularly whenever let’s say one or two shareholder corporation and they simply waive notice of the meeting. The shareholders then primary function is to elect the directors and so you write up the minutes giving the date, time and place the meeting took place, who was present and how many shares of stock that each of the shareholders held and hopefully if they were present or not so that you have a quorum and you further go on down in the minutes and say that the shareholders conducted an election and elected so and so, which is usually themselves, as the directors of the corporation. And then you have the secretary sign off on the minutes and put those in the corporate record book with the waiver of the notice of the meeting.
Then the directors usually meet immediately thereafter, if it’s a small corporation, and again, if there are just one or two directors, you have them sign a waiver of the notice of the meeting. So then the directors, their primary function are to select the officers for the upcoming year and they elect who the president, vice president, secretary, treasure is concern. Also that they may approve any major purchases that the president or someone has done during the past year, possibly approve salaries; contributions to 401K’s, compensation, bonuses, and things such as this would then go in the director’s meeting for the various officers. And then again, you have the Chairman of the Board sign the minutes as well as the secretary for the corporation and then insert the waiver of the meeting and the minutes.
We, at my office, send out a questionnaire and a notice that these minutes need to be done. Each year we try to send it out the first part of the year and ask for the information and then we prepare these in duplicate; the shareholders minutes and the director’s minutes. Once we have them prepared in duplicate, we send them back out to be signed with one copy going in our file for the corporation, the other going in the corporate record book.
I believe we charge $250 for the preparation of the minutes each year. We also remind you that you must file with the Secretary of State each year and right now the fee is $150 must be paid before May 1st, 2000, well its May 1st of each year.
It is also very critical that you have shareholder meetings and director’s minutes if you want to enjoy the protection of not being liable for the corporate debts. Because if you’re going to be a corporation, you need to act like a corporation and have your annual meeting of shareholders, elect directors, the directors need to elect the officers and then whenever you are sued and they attempt to pierce the corporate veil, then you have the corporate minutes to show that these are corporate debts and the shareholders will not be personally liable for the corporation debts.
So if you have any questions about your corporate minutes, give me a call at (727) 847-2288. Thank you.