Do you set up LLC’s in Florida?

  • Yes we do. Our law firm will prepare the documentation necessary to organize your new Florida LLC. If you want a quote then please give us a call.

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What is included in your services?

  • We will prepare and file the Articles of Organization with the Department of State. In addition, we will obtain from the IRS an Employer Identification Number (EIN) for your new entity.

How is an LLC formed in Florida?

  • An LLC is formed by filing Articles of Organization with the Florida Department of State, Division of Corporations.

What is an operating agreement and what does it do?

  • An operating agreement (“OA”) is essentially a contract between the members of the LLC. The operating agreement governs the relations between the members, establishes the rights and duties of the members, and otherwise governs the activities and affairs of the company. More specifically, an operating agreement will govern things like management and control, profit distributions, transfer of membership interests, removal of members, and other matters.
  • Florida law does not require you to have an operating agreement. However, if the LLC will be owned by two or more members, it is advisable to have one in place.

Do you prepare operating agreements?

  • Yes, we prepare operating agreements for LLC’s in Florida. If you want a quote then give us a call or send us an email.

If I don’t have an operating agreement what law governs my LLC?

  • If your LLC does not have an operating agreement then the operation, management and affairs of your company, including the relationship by and among the members, will generally be governed by the LLC Act. This law is found under Chapter 605, Florida Statutes. However, if your LLC has an operating agreement, then the provisions of the OA will govern the LLC, even if the provisions of the OA are not consistent with the LLC Act. However, there are certain specified provisions of the LLC Act which cannot be varied or modified by the LLC’s operating agreement, as mandated by law.

How is an LLC managed?

  • All LLC’s are either member-managed or manager-managed. By default, an LLC will be deemed member-managed unless the articles of organization or the operating agreement expressly provides that the company will be manager-managed or will be managed by managers. If the LLC is member-managed, then the management of the company is vested in the members. If the LLC is manager-managed, then the LLC will be managed by a manager or managers. In the latter situation, the members do not manage the company. Typically, the delegation of management responsibilities for the LLC will be set forth in the company’s operating agreement.

What are the duties and responsibilities of a member-manager or manager?

  • The LLC Act provides for standards of conduct for the members and managers. Each manager or managing-member, as the case may be, owes fiduciary duties of loyalty and care to the company. The “duty of loyalty” to the company includes the following:
    1. The member or manager must account to the LLC and hold as trustee for the LLC any property or benefit in connection with:
      1. the conduct of the LLC’s activities and affairs,
      2. the use of the LLC’s property, and/or
      3. the appropriation of a company opportunity;
    2. The member or manager must generally refrain from dealing with the LLC in a capacity under which the member/manager has an interest which is adverse to the LLC;
    3. The member or manager must refrain from competing with the LLC before the LLC is dissolved.

Can you remove a member from the LLC?

  • The short answer is yes, but under certain specified circumstances. A member of an LLC can be removed from his or her position as member in accordance with the LLC Act or the company’s operating agreement. The mechanism for removing a member is generally referred to as “dissociation”. The following is a list of only some of the ways in which a member may be removed, or dissociated, from the LLC:
    1. The member can give notice to the LLC that he wishes to withdraw as a member;
    2. The operating agreement, if the LLC has one, can specify an event or method by which a member can be expelled or removed from the company;
    3. The person can be expelled by unanimous consent of the other members, but this method of removal is really only available if it will be unlawful for the LLC to continue to carry on its business activities with the expelled member; or,
    4. The person can be removed by judicial expulsion. This would require application to the court to dissociate a member who engages in “wrongful conduct” that adversely and materially affects the LLC’s business, or who willfully or persistently commits a material breach of the LLC’s operating agreement. Dissociation by judicial procedure can also be obtained if the member engages in conduct that does not make it reasonably practicable to carry on the activities of the business with this person as a member.

How is an LLC taxed?

  • By default, a single member LLC will be taxed like a sole proprietorship. The income of the LLC will be directly reflected on the owner’s personal return. There is no taxation of the entity itself.
  • By default, an LLC with at least 2 members will be taxed like a partnership. There is no taxation of the entity itself. The owners of the LLC will be taxed on their personal returns and income will pass through the LLC to the owners. However, a partnership return has to be filed with the IRS as well.
  • An LLC can elect to be taxed like an S Corporation. However, an affirmative election needs to be made with the IRS by using either Form 8832 or Form 2553.

What areas of Florida do you serve?

  • We can form LLC’s for anyone throughout the state. However, the focus of our practice is in Dade, Broward, and Palm Beach Counties. Within this region of South Florida we serve individuals and businesses in Miami, Aventura, Hollywood, Plantation, Coral Springs, Deerfield, Boca, and West Palm Beach.