Category Archives: Limited Liability Companies

2019 Florida Annual Uniform Business Reports

The deadline to file a 2019 Florida Annual Uniform Business Report for your Corporation, Limited Liability Company, Limited Partnership, or Limited Liability Limited Partnership to maintain its active status with the State of Florida is May 1, 2019.

In the coming days, you should receive an official email from the Florida Secretary of State reminding you to go online and file your entity’s annual report at www.sunbiz.org.

Unfortunately, this year there are also a number of private companies that are sending official looking letters and emails to entities in an effort to mislead people into believing that they are filing their entity’s annual report with the Florida Secretary of State.  These companies are not affiliated with the Florida Secretary of State and in some cases are charging $100 or more above the fees charged if you go directly to www.sunbiz.org to file your entity’s annual report.

Among the misleading letters and emails to be on the look out for and disregard are a letter from Workplace Compliance Services titled “2019-Annual Report Instruction Form” and an email from Florida Business Filings Co. titled “2019-Annual Report Reminder.”

If you have specific questions regarding filing your annual report, you can speak to someone with the Florida Secretary of State’s Division of Corporations by calling 850-245-6000, or visit their website for answers to a number of commonly asked questions.

Please let us know if there is anything we can do to assist you in filing your entity’s annual report.

James-Allen McPheeters
jamcpheeters@williamsparker.com
941-329-6623

FINAL OPPORTUNITY TO FILE – 2018 Florida Annual Uniform Business Reports

The deadline to file a 2018 Florida Annual Uniform Business Report for your Corporation, Limited Liability Company, Limited Partnership, or Limited Liability Limited Partnership to maintain its active status with the State of Florida was Tuesday, May 1, 2018.  If you have not already filed a Florida Annual Report for your entity for 2018, you may still do so to avoid the administrative dissolution of the entity by filing the report by the close of business on Friday, September 21, 2018, and paying a $400 late fee in addition to the standard filing fee.  Failure to file a 2018 Florida Annual Report by Friday, September 21, 2018, for an entity will result in the entity’s administrative dissolution or revocation on September 28, 2018.  Entities that are administratively dissolved or revoked may be reinstated; however, such reinstatement will require the submission of a reinstatement application, as well as the payment of a reinstatement fee and the standard annual report fee.

Even if a third party, like Cross Street Corporate Services, LLC, serves as your entity’s registered agent, it is your responsibility to file the Annual Report with the State of Florida.  Annual Reports should be electronically filed at the Florida Department of State’s website: www.sunbiz.org.  If you need assistance, please contact us.

You may disregard this notice if your entity was formed in 2018 or has already filed a Florida Annual Report for 2018.

James-Allen McPheeters
jamcpheeters@williamsparker.com
941-329-6623

Welcome the New Year With Our Updated Tax Reform Review

On December 22, 2017, President Trump signed into law the most important rewrite of the US tax code in decades. The federal law, which is entitled “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution of the budget for the fiscal year 2018” (the Act), has no other name, as its short title, the Tax Cuts and Jobs Act, was stricken from the bill shortly before being signed.

We have prepared a summary of the Act as a non-exhaustive discussion of key changes to the tax code. We will continue to analyze the Act and will post updates and recommend planning strategies on this blog.

For more information regarding the Act, please see our previous related blog posts linked below:

On behalf of everyone at Williams Parker, we hope you and your family have a healthy and happy 2018.

Please note this post was co-authored by Elizabeth Diaz, Colton Castro, and Nicholas Gard. 

Elizabeth P. Diaz
ediaz@williamsparker.com
941-329-6631

Colton F. Castro
ccastro@williamsparker.com
(941) 329-6608

Nicholas A. Gard
ngard@williamsparker.com
(941) 552-2563

May 1, 2017 Deadline to File Annual Reports with Florida Department of State for Corporations, LLCs, and Other Business Entities

May 1, 2017 is the deadline for filing 2017 Florida Annual Uniform Business Reports for Florida business entities and non-Florida entities registered in Florida. The Florida Department of State will impose a $400 non-negotiable late fee for each entity that files its Annual Report after May 1, 2017. Failure to file a Florida Annual Report for 2017 will result in the administrative dissolution or revocation of an entity in September 2017.

You can electronically file Annual Reports at the Florida Department of State’s website:  www.sunbiz.org.

Even if you have a professional registered agent, it is your responsibility to file the annual report. If you need assistance, please contact us.

May 1, 2016 Deadline to File Annual Reports With Florida Department of State for Corporations, LLCs, and Other Business Entities

The Florida Department of State deadline for filing a 2016 Florida Annual Uniform Business Report for Florida business entities and non-Florida entities registered in Florida is May 1, 2016. A non-negotiable late fee of $400 will be added to the Department of State fee for entities that file their Florida Annual Report after May 1, 2016. Failure to file a Florida Annual Report for 2016 will result in the administrative dissolution or revocation of an entity in September 2016.

May 1 falls on a Sunday this year.  To reduce the risk of a problem filing on a non-business day, we recommend filing by Friday, April 29, 2016.

Annual Reports must be electronically filed at the Florida Department of State’s website:  www.sunbiz.org.

Even if you have a professional registered agent, it is your responsibility to file the annual report. If you need assistance, please contact us.

E. John Wagner, II
jwagner@williamsparker.com
941-536-2037

Final Reminder: May 1, 2015 Deadline to File Annual Reports With Florida Department of State for Corporations, LLCs, and Other Business Entities

The Florida Department of State deadline for filing a 2015 Florida Annual Uniform Business Report for Florida business entities and non-Florida entities registered in Florida is May 1, 2015. A non-negotiable late fee of $400 will be added to the Department of State fee for entities that file their Florida Annual Report after May 1, 2015. Failure to file a Florida Annual Report for 2015 will result in the administrative dissolution or revocation of an entity in September 2015.

Annual Reports must be electronically filed at the Florida Department of State’s website:
www.sunbiz.org.

Even if you have a professional registered agent, it is your responsibility to file the annual report. If you need assistance, please contact us.

E. John Wagner, II
jwagner@williamsparker.com
941-536-2037

May 1, 2015 Deadline to File Annual Reports With Florida Department of State for Corporations, LLCs, and Other Business Entities

The Florida Department of State deadline for filing a 2015 Florida Annual Uniform Business Report for Florida business entities and non-Florida entities registered in Florida is May 1, 2015. A non-negotiable late fee of $400 will be added to the Department of State fee for entities that file their Florida Annual Report after May 1, 2015. Failure to file a Florida Annual Report for 2015 will result in the administrative dissolution or revocation of an entity in September 2015.

Annual Reports must be electronically filed at the Florida Department of State’s website:
www.sunbiz.org.

Even if you have a professional registered agent, it is your responsibility to file the annual report. If you need assistance, please contact us.

E. John Wagner, II
jwagner@williamsparker.com
941-536-2037

Florida LLC Act Personal Liability (Surprise!)

We have previously written about Florida’s new Limited Liability Company (LLC) Act. Section 605.0205 of the Act creates new personal liability exposure for LLC members and managers. What is the exposure? How do you manage it?

Section 605.0205 applies when an LLC filing with the Florida Department of State is incorrect and a person suffers a loss as a result of the inaccurate statement. This is most likely to occur when an annual report filing results in the Sunbiz website inaccurately showing a person as having authority to act on behalf of the LLC, and then that person improperly causes the LLC to contract with a third party or otherwise improperly acts on the LLC’s behalf.

Section 605.0205 imposes personal liability on a person signing a filing knowing it is inaccurate. That is not surprising.

But Section 605.0205 also imposes personal liability on certain LLC members or managers who had notice of the inaccurate filing and failed to remedy it despite having an opportunity to do so. The problem is that notice and opportunity to cure are factual issues evaluated in hindsight. Circumstances could exist to suggest that a passive investor had notice even though the investor had no actual knowledge of the inaccurate filing. For example, some companies send copies of filings to all their members, which might create a presumption of notice, even though in the real world few if any passive investors would actually inspect such documents to verify their accuracy.

What should you do to manage this risk?

First, if you manage an LLC, pay more attention than you have in the past to your Florida Department of State filings. Verify that annual reports are accurate, and create periodic calendar ticklers to verify that no inaccurate or fraudulent filings have occurred between annual reports.

Second, if you are a passive investor who does not have management responsibilities, inquire whether the LLC can be “manager-managed” under the Act. If the LLC is “member-managed” under the Act, inquire whether the LLC operating agreement contains a clause making only the active members with management duties liable for improper filings. Under an exception in Section 605.0205, either circumstance may protect you.

Third, rather than managing or owning an LLC individually or through another entity with separate assets, use single-purpose LLCs you own and control as managers and members in operating or investment-holding LLCs. This may provide additional protection if the other safeguards fail.

This is, of course, yet another risk business owners and investors would prefer not to spend precious time managing. The Legislature has nevertheless decided that time commitment is now part of the price for limited liability. Don’t shoot the messenger!

Here is a link to Section 605.0205 of the Act:  http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0605/Sections/0605.0205.html.

Here is a link to our prior, more comprehensive post regarding the LLC Act:
http://blog.williamsparker.com/businessandtax/2014/02/26/floridas-new-llc-law-cares/

E. John Wagner, II
jwagner@williamsparker.com
941-536-2037

May 1, 2014 Deadline to File Annual Reports With Florida Department of State for Corporations, LLCs, and Other Business Entities

The Florida Department of State deadline for filing a 2014 Florida Annual Uniform Business Report for Florida business entities and non-Florida entities registered in Florida is May 1, 2014. A non-negotiable late fee of $400 will be added to the Department of State fee for entities that file their Florida Annual Report after May 1, 2014. Failure to file a Florida Annual Report for 2014 will result in the administrative dissolution or revocation of an entity in September 2014.

Annual Reports must be electronically filed at the Florida Department of State’s website: www.sunbiz.org.

Even if you have a professional registered agent, it is your responsibility to file the annual report. If you need assistance, please contact us.

E. John Wagner, II
jwagner@williamsparker.com
941-536-2037

May 1, 2014 Florida Business Entity Filing Deadline to Avoid Nonwaivable Penalty – 2014 Florida Annual Uniform Business Reports

The Florida Department of State deadline for filing a 2014 Florida Annual Uniform Business Report for Florida business entities and non-Florida entities registered in Florida is May 1, 2014. A non-negotiable late fee of $400 will be added to the Department of State fee for entities that file their Florida Annual Report after May 1, 2014. Failure to file a Florida Annual Report for 2014 will result in the administrative dissolution or revocation of an entity in September 2014.

Annual Reports must be electronically filed at the Florida Department of State’s website: www.sunbiz.org.

Even if you have a professional registered agent, it is your responsibility to file the annual report. If you need assistance, please contact us.

E. John Wagner, II
jwagner@williamsparker.com
941-536-2037