Category Archives: Limited Liability Companies

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

Florida’s New LLC Law: Who Cares?

Who should care about Florida’s new limited liability company (“LLC”) law? By now someone also has told you to revisit all your LLC operating agreements, because pre-existing operating agreements are not permanently grandfathered under the old law. Unless you are an attorney, three things probably came to mind:

1. I didn’t know the old law was broken; was it broken?

2. I don’t want to pay an attorney to revisit an agreement I already paid for once.

3. I don’t want to spend time rehashing complicated, long forgotten issues with the other owners; that was painful enough the first time.

Consistent with our “just the facts” focus, we won’t comment further on those thoughts about the new law. Over the course of this year we will, however, note practical steps you can take to manage the new law. We also will highlight salient real-world issues most deserving a slice of your limited available attention.

For those attempting triage, today we offer this:

1. Since the new act is largely a “default” act and the rules applicable to manager-managed LLCs are not dramatically changed, the new law is less likely to affect existing manager-managed LLCs with comprehensive operating agreements. But if there are gaps in an operating agreement, an operating agreement has terms conflicting with new non-waivable provisions, or the LLC is member-managed, changes in the new law are more likely to materially affect the legal status and operations of the LLC.

2. The new act increases personal liability for claims arising out of incorrect public filings. It is now more important to make sure that public filings, including Annual Reports filed with the Secretary of State, are accurate.

There will be more to come later, but for those with interest now, here is a broader overview of the new law:

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