Category: Limited Liability Companies and Corporations

In Florida, whether a power of attorney can be used by members or managers of a limited liability company (“LLC”) depends on the LLC’s Operating Agreement. So long as the Operating Agreement does not prohibit the LLC’s members or managers from delegating the member or manager’s duties through a power of attorney, a power of…

When forming a corporation, the corporation’s shares are distributed amongst its shareholders. Those shares are usually transferable unless the Articles of Incorporation, Shareholder Agreement, or Bylaws of the corporation place restrictions on the transfer of shares. The following are basic steps that can assist with transferring the shares of a corporation: Be aware that there…

Moving real estate into a limited liability company (“LLC”) has significant advantages. Chief among them is limiting liability. However, there are cons to moving real estate into an LLC that you should know about:

Changing ownership of a Florida limited liability company (“LLC”) is simple. You can change ownership by using an Operating Agreement or an amendment to your Operating Agreement. An Operating Agreement is a private document that governs the internal operations of the LLC. An Operating Agreement is where you list the members and managers of the…

Someone owning membership interest in a limited liability company (“LLC”) is considered a member of the LLC. Under Florida law, a “member” of an LLC is broadly defined as any “person.” Florida law defines “person” as an “individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory…

A membership certificate for your LLC details an individual’s ownership in the LLC. The membership certificate lists the ownership in the certificate as a number of units. For instance, an LLC certificate might provide that Elvis Presley has 100 units in King Creole, LLC. An LLC membership certificate is not required by law for your…

When forming an LLC, the general rule is to form your LLC in the state where you will be doing business. A few reasons are because if you are doing business in one state, but you form your entity in another state, then your company’s structure will be more complicated, it will be more expensive…

Whether you should form your LLC in another state other than your home state depends on the reasons you are forming an LLC and type of business you are running. The benefits of forming an LLC outside of your home state are often overhyped and may not even apply to you. Some of the good…

An operating agreement is not required, but it is recommended because it can address important aspects of your limited liability company (“LLC”), such as, the management of the LLC, powers of the managers/members, ownership interest, transfer of ownership interest, how new members can be added, how a new manager can be elected, voting, how profits…

An LLC is dissolved in Florida for one of three overarching reasons: It should be noted that even if your LLC is dissolved, that does not mean it is gone forever. Depending on the reason an LLC was dissolved, it can be reinstated by filing a reinstatement application with the Florida Division of Corporations.