Author Archives: James-Allen McPheeters

FINAL OPPORTUNITY TO FILE – 2020 Florida Annual Uniform Business Reports

The deadline to file a 2020 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 June 30, 2020. If you have not already filed a Florida Annual Report for your entity for 2020, 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 18, 2020, and paying a $400 late fee in addition to the standard filing fee. Failure to file a 2020 Florida Annual Report by Friday, September 18, 2020, for an entity will result in the entity’s administrative dissolution or revocation on September 25, 2020. 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 2020 or has already filed a Florida Annual Report for 2020.

2020 Florida Annual Uniform Business Reports – Due June 30

While usually required to be filed by May 1 of every year, due to COVID-19 the Florida Secretary of State extended the deadline for Corporations, Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships to file their 2020 Florida Annual Uniform Business Report to June 30, 2020. A non-negotiable late fee of $400 will be added to the State’s filing fee for entities that file their Florida Annual Report after this deadline. Failure to file a 2020 Florida Annual Report for an entity will result in the administrative dissolution or revocation of the entity in September 2020.

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.

If you have specific questions for the Florida Secretary of State 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. The Florida Secretary of State also answers a number of commonly asked questions about filing annual reports online.

If Williams Parker’s affiliate, Cross Street Corporate Services, LLC, serves as your registered agent, when you file the annual report on www.sunbiz.org, please be sure that the fields relating to the name and address of the Registered Agent are completed as follows:

  • Registered Agent Name:  This field should remain blank.  Do not list an individual attorney or Williams Parker here.
  • Business to Serve as Registered Agent:  Please list Cross Street Corporate Services, LLC, in this field.
  • Street Address of Registered Agent:  Please list 200 South Orange Avenue, Sarasota, FL 34236 in this field.

If you are changing your registered agent to Cross Street please type your name and “as Agent” in the signature field.

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

VIDEO: A Conversation on Federal Stimulus Assistance for Independent Contractors

Following is a video of a short conversation between Williams Parker attorneys Thomas B. Luzier and James-Allen McPheeters about federal stimulus availability for small businesses, independent contractors, and sole proprietorships.

For more information on these programs, please contact James-Allen. Keep in mind that aid currently available can be handled directly through the Small Business Administration or with your local banker.

For the latest developments on virus-related matters and the impact on businesses, visit our COVID-19 resource page, which is updated regularly.

Liquidity for Businesses: Government Resources to Infuse Money into Small Business Affected by the Coronavirus

Signed into law on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (H.R. 748) is designed to get much-needed liquidity to business by, among other means:

  • Origination of new Small Business Administration (SBA) loans through the “Paycheck Protection Act”;
  • Economic Injury Disaster Loans and Emergency Grants; and
  • Loan Payment Subsidies for Existing SBA Loans.

The SBA must provide additional guidance and regulations with 15 days of the execution of the CARES Act, but below is a broad outline of some of the resources designed to infuse liquidity into small business in the coming weeks.

The Paycheck Protection Act

Building on the existing platform of the SBA’s 7(a) loans available to small business from banks and other lending institutions, the Paycheck Protection Program (PPP) in the CARES Act allocates $349 billon to guarantee nonrecourse loans to “small business” and certain non-profits that have been economically affected by Coronavirus. Broadly speaking, the goal of the PPP is to get funds quickly into the economy that can be used to retain workers and maintain payroll or make mortgage payments, lease payments, and utility payments. To expedite getting PPP loans to small business, the PPP (i) expands the scope of what businesses qualify for an SBA loan; (ii) eliminates the typical requirements needed to obtain a SBA loan; and (iii) provides a loan forgiveness provision tied to certain expenses incurred and paid by a borrower.

Here is a breakdown of the relevant terms of the PPP:

Eligible Borrowers
  • Businesses and Nonprofits with up to 500 employees or which otherwise meet specific SBA classification codes
  • Individuals operating as a sole proprietors or as independent contractors
  • Eligible self-employed individuals
  • Businesses with more than 500 employees that maintain multiple physical locations (e.g., restaurants and hotels)
Borrower Requirements
  • Borrowers must have been in business as of February 15, 2020 and have had employees or independent contractors to which they were making payments
  • No collateral or personal guarantees required
  • Borrowers must execute a good faith certification that they will use the funds to retain workers and maintain payroll or make mortgage payments, lease payments, and utility payments
  • PPP suspends many typical requirements of an SBA loan, including the requirement that borrowers show they are unable to get credit elsewhere
Loan Duration & Interest Rate
  • Duration of up to 10 years
  • Maximum interest rate of 4%
Loan Amount
  • Maximum of the lesser of: (a) $10,000,000 and (b) 2.5 times the borrowers’ average payroll costs over the twelve months preceding the origination of the loan (Note: there is a modified calculation for seasonal businesses or businesses that were not in business between February 15, 2019 and June 30, 2019)
Allowable Uses of Loan
  • With some exceptions, loan proceeds are available for (i) payroll costs; (ii) costs related to the continuation of group health care benefits during periods of paid sick, medical, or family leave, and insurance premiums; (iii) employee salaries, commissions, or similar compensations; (iv) payments of interest on any mortgage obligation (which shall not include any prepayment of or payment of principal on a mortgage obligation); (v) rent (including rent under a lease agreement); (vi) utilities; and (vii) interest on any other debt obligations that were incurred before the covered period
Repayment Obligations
  • Allows for borrowers to defer loan payments of principal, interest, and fees for between six and twelve months
  • Waives prepayment penalties on loan
Loan Forgiveness
  • Borrowers are eligible for loan forgiveness in an amount equal to expenses incurred and paid by borrower during the eight weeks following the origination of the loan (the “Covered Period”) on (i) payroll costs; (ii) any payment of interest on any covered mortgage obligation (which shall not include any prepayment of or payment of principal on a covered mortgage obligation); (iii) any payment on any covered rent obligation; and (iv) any covered utility payment
  • Amount of loan forgiveness will be reduced based on a reduction of the number employees employed by borrower during the Covered Period compared to prior periods (though borrowers that rehire previously laid-off employees will not be penalized for a reduced payroll at the start of the Covered Period)
  • Amount of loan forgiveness will be reduced based on certain reductions relating to salary and wages paid by borrower during the Covered Period compared to prior periods
  • To establish amount of the loan forgiveness, the borrower will need to submit detailed records to the lender servicing the borrower’s loan
  • Cancellation of indebtedness resulting from any loan forgiveness will not be included in a borrower’s taxable income
Other Notable Provisions
  • Retroactive to February 15, 2020, so that 7(a) SBA loans originated from February 15, 2020 on are subject to the PPP
  • Waives borrower and lender fees related to loan

Economic Injury Disaster Loans and Emergency Grants

In addition to providing liquidity to borrowers through the PPP, the CARES Act expands the scope and availability of Economic Injury Disaster Loans (EIDL) to extend not only to small business concerns, private nonprofit organizations, and small agricultural cooperatives, but also to small business with not more than 500 employees, individuals operating as sole proprietorships, cooperatives with not more than 500 employees, ESOPs with not more than 500 employees, and tribal small business concerns. In broadening the availability of EIDLs to borrowers, the CARES Act also waives typical EIDL requirements that (i) borrowers provide personal guarantees; (ii) borrowers must have been in business for one year before the disaster; and (iii) borrowers show that they are unable to get credit elsewhere. In administering EIDLs, the SBA may approve a borrower solely based on the borrower’s credit score or use “alternative appropriate methods to determine an applicant’s ability to repay” an EIDL.

The CARES Act provides for an advance on an EIDL in the form of an emergency grant of up to $10,000.  If an eligible borrower requests the advance, the SBA is required to distribute the emergency grant within 3 days of the request. Uses for the advance must relate to the economic effects caused by COVID-19 and include, (i) providing paid sick leave to employees; (ii) maintaining payroll to retain employees; (iii) meeting increased costs to obtain materials; (iv) making rent or mortgage payments; and (v) repaying obligations that cannot be met due to revenue loses. Eligible borrowers who receive an emergency grant but are later denied an EIDL are not required to repay the advance.  In the event that a borrower transfers into a Paycheck Protection Program loan, any advance received by the borrower shall reduce the amount of any loan forgiveness under the Paycheck Protection Program.

Loan Payment Subsidies for Existing SBA Loans

As part of the CARES Act, Congress provides assistance to existing SBA loans and related loans by allocating $100 billion to the SBA to pay principal, interest, and any associated fees owed on preexisting covered loans.  Unless the loan is already being deferred, payments on the covered loan will begin following the next payment due.  For covered loans that are currently in deferral, the six-month period shall begin following the existing deferment period.  The subsidies and payments under this portion of the CARES Act apply to existing SBA loans only and not SBA loans made under the Paycheck Protection Program.

SBA Guidance and Loan Resources

While we wait for the SBA to establish regulations implementing the provisions of the CARES Act over the coming days, it is worth noting that the SBA has already established a “Coronavirus (COVID-19): Small Business Guidance & Loan Resources” page on its website that addresses:

  • Economic Injury Disaster Loans and Loan Advances;
  • SBA Debt Relief;
  • SBA Express Bridge Loans;
  • Guidance for Businesses and Employers;
  • SBA Products and Resources;
  • Government Contracting, and
  • Local Assistance.

Though many of these topics and the SBA’s current guidance will need to be updated to address the various aspect of the CARES Act—including, the Paycheck Protection Program, Economic Injury Disaster Loans and Emergency Grants, and Loan Payment Subsidies for Existing SBA Loans—since those provisions of the CARES Act are designed to overlay on the existing structure of SBA Loans, if you don’t already have experience working with the SBA or obtaining an SBA Loan, I recommend you take a look at the SBA’s current guidance.

Florida Small Business Emergency Bridge Loan Program

Eligible Florida small businesses may apply to the Florida Small Business Emergency Bridge Loan Program to bridge liquidity gaps while waiting for sufficient profits from a revived business, receipt of payments on insurance claims, or until federal disaster relief becomes available. Eligibility is linked to the availability of other financial resources. Any amounts distributed under the loan program are short-term, interest-free loans that must be repaid within one year.

Eligible businesses must have between 2 and 100 employees, be privately owned and operating in the state of Florida, and have been in existence prior to the date of the declared disaster (March 9, 2020).  If a business is able to demonstrate that it has suffered significant economic injury due to the declared disaster, a loan of $50,000 may be made available.  Loans of up to $100,000 may be made available in special cases should a business demonstrate exceptional need.

Eligible businesses have until May 8, 2020, to apply.  The application can be found online at the Florida Department of Economic Opportunity website.

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

For additional updates related to COVID-19, please visit our resources page

Filing Deadline Reminder – 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 Wednesday, May 1, 2019. A non-negotiable late fee of $400 will be added to the state’s filing fee for entities that file their Florida Annual Report after this deadline. Failure to file a 2019 Florida Annual Report for an entity will result in the administrative dissolution or revocation of the entity in September 2019.

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 must be electronically filed at the Florida Department of State’s website (sunbiz.org). If you need assistance, please contact us.

You may disregard this notice if your entity was formed in 2019 or has already filed a Florida Annual Report for 2019.

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

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

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.