One of the first things many business owners decide when creating their business is the name. In certain scenarios, however, a business may need to change its name. In fact, this happens more often than you might think.  Sometimes, you might discover another business with a confusingly similar name and decide to change your business’s name to better set yourself apart. In other situations, you may simply decide that your current name no longer reflects your business’s brand.   “Getting the name of your company right is important for your business. The good news is that you can change it at any time.” Business & Branding Attorney Ashley Brewer BrewerLong is standing by and ready to help. If you have questions about changing an LLC name in Florida, give our business law attorneys a call today.  Before Changing the Name, Consider Registering a New DBA Instead of changing the official name of the LLC, it might be better to register a new “doing business as” (DBA) or fictitious name. This would especially be the case if your main concern is getting the name right for advertising purposes, since most customers will only know you by your DBA. The best part is that an LLC can have multiple DBAs.  How Can You Change the Name of an LLC in Florida? If you have never had to change an LLC name in Florida before, you may be wondering where to start. Fortunately, we’ve got you covered. Below are the main steps you need to take to change an LLC name in Florida.  1. Check Your Potential New LLC Name for Availability There’s nothing worse than putting in the time and effort of changing your LLC name only to discover that the same name has already been taken. Thus, before getting too far down the road, it is important to check your proposed new LLC name for availability.  The Florida Department of State Division of Corporations provides an easy way to do just that.  At, an official State of Florida website, you can quickly search for your potential new LLC name in an online records database. If another active LLC with the same or similar name comes up, it might be time to consider another alternative name instead.  2. Obtain and Complete the Requisite Form to Change an LLC Name in Florida Once you have made a decision on your new LLC name, you are ready to move forward with next steps. The State of Florida uses a particular form for LLC name changes. Thus, you must use this form to change the name of your Florida LLC.  The form is called the Articles of Amendment to the Articles of Organization and can be found on the Florida Department of State Division of Corporations website.  In the Articles of Amendment, you will have the opportunity to amend a number of items. Examples of things you can change include:  LLC name,  Principal office street and mailing address,  Registered agent information, and  Member/manager information.  If you only have plans to change the LLC name, you only need to fill out that section. You may leave the rest blank.  And don’t forget—your new LLC name must end with the words “Limited Liability Company,” the abbreviation “L.L.C.,” or the designation “LLC.” All LLCs in the State of Florida must meet this naming requirement. Thus, make sure to include one of these in the name on the Articles of Amendment form.  3. File the Articles of Amendment After you fill out all the information requested in the form, it is time to file your Articles of Amendment. The filing fee is $25, which can be made payable by check to the Florida Department of State. You may also request optional certified copies and/or certificates of status for additional fees.  Along with the Articles of Amendment, you must include a cover letter containing your daytime phone number and return address.  Once you’ve filed the amendment, the Florida Department of State will issue a formal letter of acknowledgment. This will serve as proof of your Florida LLC name change, so make sure to keep it for your records. Questions About How to Change an LLC Name in Florida? Contact BrewerLong Today Running a business is often tiresome and time-consuming. With so many moving pieces and tasks to address, finding the time to handle your business’s legal needs can seem impossible.  That’s where BrewerLong can be a great asset. For over a decade, we have assisted Florida businesses with all their legal needs. If you need help navigating the process to change your LLC name in Florida or want assistance with any other business-related legal needs, our experienced business law attorneys are here to help.  From business entity formation to contract review and negotiation and everything in between, the business law attorneys at BrewerLong have the knowledge and experience necessary to help you take on your business’s legal needs.   So don’t stress out over how to change an LLC name in Florida. Let our team take that off your plate. Contact BrewerLong today for a consultation, and see what we can do for you. 


Employment matters can be tricky. From hiring and termination decisions to employee disputes and everything in between, there’s no question that human resources departments juggle a variety of complicated issues. In some cases, however, HR may not have all the answers. And that’s okay! But it’s important to know where to turn when these situations do arise. “Company HR managers do an amazing job of keeping up with all the details of taking care of the company’s employees. Sometimes they need help understanding how federal and state laws and regulations apply, particularly in unique situations.” HR Attorney Kristi Benson If you have questions about a particularly complicated employment matter, it might be time to consult with an HR attorney.  BrewerLong is an experienced employment and human resources law firm located in Florida that has the answers you need. Give us a call today to see how we can help you.  If you’re not quite ready to speak with an HR attorney, that’s okay too. In the meantime, here are 6 times when you should consider contacting a human resource attorney for your employment-related legal needs. 1. Hiring Decisions Before you hire an employee, there are some things you should know.  Many employers don’t realize that legal issues can arise before you even hire an employee. Thus, consulting with a human resource attorney before you begin the hiring process is a great idea. In fact, doing so just might keep you out of hot water in the future.   For example, while asking about an applicant’s age during the interview process might seem harmless, doing so could result in a potential age discrimination claim later on.   Other examples of things you shouldn’t ask a potential job candidate in the hiring process include questions about the applicant’s: Race,  Nationality,  Sexual orientation,  Marital status, or Disability.  An HR attorney can help you determine what questions are appropriate and which ones are better left unasked. Another hiring decision that may arise is how to classify a potential worker. For example, the decision of whether to classify a worker as an independent contractor vs. an employee will impact both the worker’s rights and the employer’s liabilities and expenses. Thus, it is important to know the potential implications before making a decision.  Looking to hire new workers to add to your team can be an exciting process. Nevertheless, you should always make sure you do so in an appropriate, legal, and ethical manner.  If you have questions about how to go about the hiring process in a manner that best protects you from potential legal liability, contact an HR attorney today.  2. Firing Decisions Just as important as hiring decisions are firing decisions.  The decision to terminate an employee can be difficult. Sometimes, however, it is necessary.  Examples of reasons you may need to fire an employee include:  Unethical behavior,  Theft or misuse of company property,  Poor work performance,  Poor fit within the company culture, and  Violation of company policy.  In some cases, you may need to terminate someone’s employment for reasons outside the employee’s control. For example, termination due to company-wide budget cuts may arise that render downsizing inevitable.  Whatever the case may be, the fact remains that firing an employee is a complex task. And depending on the reason for terminating the employee, you may be worried about a potential lawsuit.  Florida is an at-will employment state. This means that an employee can be fired at any time, as long as it is not for an illegal reason. Despite this fact, firing an employee still presents issues in many cases.  Even if you did not intend to fire an employee for an illegal reason, sometimes it may seem that way from an outside perspective. Thus, it is imperative that you take extra caution when firing an employee. By consulting with a human resources law firm prior to making any employment termination decisions, you can better protect yourself from exposure to legal ramifications. 3. Employment Contract Drafting and Review As is the case with all types of contracts, an employment contract is a legal document that details important rights and obligations.  While you may not need to have workers sign an employment contract, it is common practice to do so. Because employment contracts are legal documents, it is important to have them drafted and/or reviewed by an experienced legal professional. This way, you can better verify the validity of the contract and ensure that it is a fully enforceable legal document that will stand up in court if a dispute ever arises.  4. Drafting Company Policies Keeping company policies transparent and up to date is a vital part of running a company. Most importantly, it is crucial that new policies do not violate any laws.  When adopting a new policy, it’s always a great idea to contact an HR attorney to review the policy for potential legal issues. This may help you reduce the likelihood of legal challenges in the future. Additionally, it is a well-known fact that the law is ever-changing. Thus, even for your company’s more established policies, periodic review is imperative. A human resources law firm can help you review old policies in view of new laws and make revisions where necessary and appropriate. 5. Representation in Administrative Proceedings Brought By an Employee Employment law is regulated by multiple administrative agencies, including the U.S. Equal Employment Opportunity Commission (EEOC) and the Department of Labor.  Sometimes, a current or former employee may file an administrative claim against their employer with such a governmental agency.  When a government agency requests your cooperation in an investigation or administrative proceeding, contact an HR attorney as soon as practicable. While some employers try to handle administrative matters internally, a human resources attorney with experience in employment law issues can be an invaluable resource. An attorney can help you evaluate the strength of an employee’s claim against you and determine how best to respond.  6. Deciding Whether and How to Sue an Employee We all hear stories about employees…

s corp vs llc florida

Choosing the right structure for your business depends on your goals. When selecting an entity type, consider the formation requirements, liability protection, tax implications, and how you envision business operations and management.  If you need help deciding what type of business structure is best for your organization, contact a business attorney.  Limited Liability Company (LLC) An LLC is a hybrid business structure that has some characteristics of a corporation and a partnership. These entities are favorable among small to medium-sized businesses because they are easy to form and flexible to manage and offer the liability protection of a big corporation.  Formation To form an LLC, file Articles of Organization with the Florida Department of State and pay a one-time filing fee of $125. Each year you must file an Annual Report and pay a fee to maintain good standing.  Liability Protection The hallmark of an LLC is the limited liability protection for its owners (also called members) from the liabilities of the LLC and protection of the LLC from the liabilities of the member. An LLC is a separate legal entity from its members. The members’ personal assets are protected if the LLC is sued or files for bankruptcy, and their liability is limited to what they invest into the LLC. Also, creditors of a member cannot take control of a member’s interest in a multi-member LLC. However, the Florida Supreme Court has ruled that single-member LLCs may not be completely insulated from the member’s liability.   Taxation  LLCs enjoy the benefit of pass-through taxation, like a partnership. This means that the LLC’s income passes through to the members and they only pay income tax once at the individual level. The members must include all business income and losses on their personal income tax return. On the other hand, corporations by default are subject to double taxation, where the corporation pays income taxes at the corporate level and again at the individual level when it distributes dividends to shareholders.  You can elect to have your LLC taxed as either a C Corp or an S Corp. If your LLC is taxed as a C Corp, you will not pay the self-employment tax, but the business income is subject to double taxation. If you choose to be taxed as an S Corp, all profits and losses will still flow through to the members, but the profits are not subject to self-employment tax and additional distributions of profits are taxed as passive income.  Another important aspect of taxation is the treatment of members who work for the LLC or are involved in management. By default, the IRS considers these members to be self-employed business owners, and all amounts paid to them are subject to self-employment tax. Self-employment tax is in addition to federal income tax and is made up of 12.4% Social Security tax and 2.9% Medicare tax. However, you can deduct half of the self-employment tax as a business expense. This self-employment tax treatment can be avoided by making an S Corp election.  Ownership, Management, and Profit/Loss Sharing LLCs have no ownership restrictions in terms of who can own the LLC or how many members can have an interest in the LLC.  There are two types of management structures in an LLC. One is member-managed where all members participate in the decision-making. The other management structure is manager-managed where a manager handles the business affairs, much like a corporate director, and the members are akin to shareholders and have limited discretion over management.  Members can choose how to share profits and losses. They do not need to correlate to the percentage of ownership.  Advantages and Disadvantages LLCs are advantageous in many ways. These business structures have simple formation and maintenance requirements. They provide members with liability protection and great flexibility in terms of ownership and management. By default, LLCs are not subject to double taxation but can elect their own tax treatment. Also, the LLC passes losses through to its members, which can help reduce individual tax liability.  In terms of disadvantages, all LLC profits are subject to self-employment tax. Ownership interests in an LLC are not as freely transferable as, for example, stocks in a corporation. To some, LLCs may not appear as “official” as a corporation, which may be important if seeking investors. Lastly, if your LLC is in a unique situation that the Florida Revised Limited Liability Company Act does not address, you will find little guidance or protection in Florida’s case law because LLCs are still relatively new entities.  C Corporation  A C Corp is an independent legal entity that is taxed separately from its shareholders under Chapter C of the Internal Revenue Code (IRC). Formation There are strict legal requirements when forming a C Corp in Florida. For example, a Florida C Corp must have at least one director, appoint officers, and hold an organizational meeting. Liability Protection Like LLCs, C Corps insulate their shareholders from liability. This is one of the main reasons business owners form corporations, whether LLCs or C Corps—because they want to protect their personal assets.  However, unlike LLCs, C Corps are not protected from control by their owners’ creditors. Taxation A C Corp’s income is subject to double taxation. This means that the corporation’s profits are subject to corporate income tax and then subject to personal income tax when the shareholders receive dividends. However, C Corps can avoid this double taxation by electing S Corp status. Ownership, Management, and Profit/Loss Sharing C Corps, just like LLCs, have no restrictions on the number of owners/shareholders or the type of owners/shareholders.  The management of a C Corp is not as flexible as with an LLC. A corporation must appoint a board of directors to manage business affairs. There are also extensive management requirements for C Corps, such as holding annual shareholder meetings and board of directors meetings. Shareholders of C Corps have financial rights (i.e. rights to profits) based on their stock ownership. Unlike an LLC, where certain members can receive larger distributions of…

how to start a 501c3 in florida

If you have a business mindset and a passion for creating programs or services that impact and change lives, starting a nonprofit organization in Florida might be a good option for you. Nonprofit organizations are generally formed for charitable, religious, literary, educational, or scientific purposes. This type of business is also called a 501(c)3 and is eligible for federal and state tax exemptions.  If you are thinking about starting a nonprofit in Florida, you should talk to a business lawyer to ensure you are complying with all of the requirements.  Considerations Before Starting a Nonprofit in Florida There are a lot of factors to consider before you start looking into how to start a nonprofit in Florida. Though you may be passionate about your idea, it is important to look around at what is already being done in your community to determine if there is a need. In some cases, you may be able to use your skillset to improve an existing Florida nonprofit. You do not want to be competing against a nonprofit that’s trying to achieve your same goal.  It is important to formulate a mission statement for your nonprofit. This helps guide your purpose above all else and can help you determine the growth of the organization. Along this same line of thinking, you should have a clear “elevator pitch” for what your nonprofit will do. When starting a nonprofit organization in Florida, you should be able to concisely articulate the purpose and benefits of the organization. Not only will this help you when you start a nonprofit in Florida, but it will also help you attract support.  501(c)3 Florida Statistics According to a 2020 report from the Florida Nonprofit Alliance, the state is home to 4.5 nonprofits for every 1,000 residents. That may seem like a large number, but this places Florida 47th in the nation for nonprofits. The top states have just over seven nonprofits for every 1,000 residents. There are over 94,700 nonprofit organizations in Florida; Nonprofits in Florida directly employed more than 62,000 people in 2020; Employees in nonprofit organizations account for 6.5% of the Florida workforce; Florida nonprofits generate nearly $105 billion in annual revenue; Nationally, Florida ranks 39th in nonprofit assets per capita; and Florida ranks 50th in volunteers for nonprofits.  Nonprofits are important because of their various contributions toward health, education, human services, and other charitable efforts. But they also make a significant contribution to the overall economy.  How to Start a Nonprofit in Florida  Unfortunately, it takes more than having a passion for your cause to start a nonprofit in Florida. There are a number of steps and procedural requirements you must fulfill before you can function as a valid nonprofit organization.  Form a Florida Nonprofit Corporation To start a nonprofit organization in Florida, you must file non-profit articles of incorporation with the Florida Department of State Division of Corporations, either by mail or online. The articles must include a series of detailed information about the nonprofit organization and its purpose.  Choose a Name for Your Nonprofit There are a couple of things to take into consideration when naming your Florida nonprofit. The name must be distinguishable on the records of the Department of State in such a way that it cannot be confused with another business. Stylistic spelling or punctuation is not an acceptable differentiator. It is a good idea to conduct a preliminary search of state records to ensure that your nonprofit name is unique. The name must include the words corporation, incorporated, corp., or inc.  Appoint a Registered Agent in Florida Whether you have a for-profit or nonprofit corporation in Florida, every corporation must have a registered agent for service of process. This is a representative corporation or individual who accepts all legal papers on behalf of the nonprofit corporation if there is a legal dispute. Create Bylaws for Your Nonprofit A Florida nonprofit corporation is not required to create and abide by corporate bylaws, though they are recommended. This could be important to establishing legitimacy for potential donors and creditors. These bylaws should establish the basic rules governing how you operate the nonprofit.  Board of Directors Hold a Meeting An organizational meeting is held once the board of directors is established. This first meeting should focus on the procedural elements of the nonprofit by approving bylaws, appointing officers, and establishing accounting periods and methods of financial reporting.  Obtain an Employer Identification Number (EIN) All Florida nonprofits must obtain a federal employer identification number (EIN). As a nonprofit, you must follow all regulations when it comes to employees and tax identification. You can obtain an EIN by completing an online application on the IRS website. Obtain Relevant Florida Business Licenses It is important to take into consideration the services or activities your Florida nonprofit organization conducts. If you are selling a product or service, you will need to look into a transactional business license. Hosting events may require various permits or types of insurance. The nature of the nonprofit determines the need for additional business licenses.   Comply with All Florida Registration and Reporting Requirements  It is important to understand the contribution reporting requirements for your Florida nonprofit organization. According to the Florida Solicitation for Contributions Act, charitable organizations and fundraisers that solicit contributions cannot commingle charitable contributions with noncharitable funds. These funds should remain in separate accounts to avoid conflict.  Any organization or individual who solicits donations from people in the state of Florida must register with the Florida Department of Agriculture and Consumer Services (FDACS) and renew annually. Small charitable organizations can meet this registration requirement by filing online.   Apply for Federal 501(c)3 Tax Exemptions Starting a nonprofit organization in Florida does not automatically make your organization tax exempt. You will need to complete and file IRS Form 1023. This is the Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code.  Having established bylaws and business structure documentation can make the process easier. Some of these details include the founding and…

florida promissory note

A promissory note is a written document that formalizes a promise to pay someone. If you want to lend or borrow money, you need a promissory note.  Purpose of Florida Promissory Notes Florida promissory notes establish a clear, legally enforceable record of a loan and obligation to repay. Casually lending a small amount of money to a family member or friend does not typically require a promissory note. However, if you are entering into a more sophisticated lending agreement or a large amount of money is involved, you should use a promissory note to protect your right to be repaid.  Types of Promissory Notes  Promissory notes go by a variety of different names, including IOU, loan agreement, promise to pay, personal note, or note. These are all ways of saying there is a legal obligation to repay a loan.  There are several types of loan agreements that a promissory note can memorialize.   Personal Promissory Note A personal promissory note involves your typical loan agreements between family and friends. You may not think you need a promissory note if you trust the other party. However, you may consider using one if you are borrowing or lending a large amount of money.  Investment Promissory Note Investment promissory notes are a way for businesses to raise capital. These are sophisticated agreements that typically involve ownership interests in the company.  Real Estate Promissory Note In a real estate promissory note, real property is used as collateral to secure a loan. If the borrower fails to repay the loan, the lender can place a lien on the property.  Commercial Promissory Note Commercial promissory notes are used when borrowing from a commercial lender, such as a bank. Often the lender imposes strict repayment requirements and will demand full repayment of the loan if the borrower defaults.  Secured and Unsecured Promissory Notes A promissory note can be either secured or unsecured.  A secured promissory note in Florida includes some type of collateral (or asset) in the agreement. This means that in the event the borrower fails to repay the loan, the lender can take the asset to satisfy the loan amount. For instance, a loan for the purchase of a house is often secured by a mortgage on the house, which is the collateral. An unsecured promissory note in Florida has no underlying collateral. If the borrower defaults on the loan, the lender will have to take more drastic measures to be repaid, such as debt collection or legal action.  Florida Promissory Note Requirements Legally binding Florida promissory notes must identify all parties, include the promise to pay, state the amount owed, and be signed by all parties.  Terms  There are many terms and details that a Florida promissory note may include, but they will vary based on the intent of the parties. Generally, Florida promissory notes include the following:  Names and contact information of all parties to the agreement; A statement of the promise to pay; Amount of the loan; Collateral used to secure the loan, if any; Repayment schedule (amounts, frequency) and interest; Date repayment is due; Penalties and late fees; Consequences of default; Governing state law; and Provisions for awarding attorney fees and costs.  All parties must sign the promissory note. Florida law does not require that the promissory note be notarized, but parties often take this extra step. Repayment Options The loan repayment can be structured in different ways depending on how the lender wants to be repaid.  Installment promissory note Under an installment promissory note, the borrower typically repays the loan in equal installments until the total amount is repaid. Single promissory note A single promissory note requires the borrower to repay the loan in one lump sum on a specific date.  Demand promissory note A demand promissory note requires the borrower to repay the loan amount whenever the lender demands. Typically, the lender gives some sort of notice to the borrower.  Balloon promissory note Under a balloon promissory note, the borrower remits smaller payments in the beginning of the loan term and then pays a large sum at the end, satisfying the loan.  Interest Amount Under Florida law, there is a cap on the amount of interest the lender can charge. For loans of less than $500,000, the maximum interest rate is 18%. For loans over $500,000, the maximum interest rate is 25%. The limit on allowable interest is called the usury rate. Loans that have an interest in excess of the usury rate may be unenforceable. Taxes When determining the final loan amount under a Florida promissory note, the lender should factor in the documentary stamp tax and the nonrecurring intangible tax, if applicable. For every promissory note, Florida law imposes an excise tax called the documentary stamp tax. The current rate is $0.35 for every $100 loaned.  For promissory notes secured by real property in Florida, the Department of Revenue imposes a nonrecurring intangible tax at a rate of 2 mills.The tax owed is based on the value of the underlying real property.  Template Promissory Notes  There are plenty of Florida promissory note templates available online. Templates can be a good starting point because they often include standard language that covers the basic terms of a promissory note. Unfortunately, boilerplate language may not reflect your true intent, and important terms may be omitted from the template. An attorney can draft or review a promissory note to ensure that it memorializes your intentions and protects your interests. It is especially important to hire an attorney if you are borrowing or lending a large amount of money.  Understanding Florida law regarding interest caps and applicable taxes is another reason to have a lawyer draft your promissory note. At BrewerLong, our team of experienced contract attorneys know the intricacies of Florida’s laws and can create a comprehensive promissory note to meet your needs. How to Collect on a Promissory Note If the borrower fails to repay the loan, it is important to know what action the lender can take. First, the lender…


There are many options available if you want to start a business. The most common way is to set up a sole proprietorship. Florida business owners can start a sole proprietorship very easily. Keep in mind, however, that there are important pros and cons to consider. Depending on the type of business, a sole proprietorship in Florida may not be the best option. “It is very tempting for a person starting out in business to avoid the hassle and cost of forming a company and instead operating as a sole proprietorship. That may work fine for some businesses, but there are some important risks to consider.” Florida Business Attorney Trevor Brewer What Is a Florida Sole Proprietorship? A sole proprietorship is the simplest and most common business structure people use. Sole proprietorships are unincorporated, meaning they are owned and operated by a single individual. From a legal perspective, sole proprietorships are much different than other kinds of business structures; there is no separation between the owner and the business. Starting a Sole Proprietorship In Florida Unlike with other business types like LLCs or corporations, you do not need to register a sole proprietorship in Florida. In fact, many freelance workers are likely operating as a sole proprietorship without knowing it. As a result, starting a business as a sole proprietorship is incredibly easy. However, if you plan to use a name other than your legal name, you will have to register it as a fictitious name. In Florida, a fictitious name is what you might know as a “doing business as” or “DBA” name. You can submit fictitious name registrations to the Florida Division of Corporations either online or by mail. Not including a certified copy, it costs $50 to register a fictitious name. Before you register a fictitious name for your sole proprietorship, Florida law requires that you advertise that fictitious name in at least one newspaper in the county where the business is located. Pros of a Sole Proprietorship in Florida By forming a sole proprietorship, Florida business owners can take advantage of several benefits they might not get with other business structures. Sole Proprietorships Are Easy to Form As mentioned above, sole proprietorships do not require any special registration. As a result, they are fast and easy to form if you want to get your business up and running quickly. Less Paperwork In addition to the lack of registration paperwork, sole proprietorships require less paperwork to operate in general. Unlike LLCs, corporations, and even partnerships, a sole proprietorship does not require any sort of formation document. This means no need to worry about drafting and maintaining an operating agreement, bylaws, or another kind of governing document. Inexpensive to Form and Operate Sole proprietor Florida businesses don’t have to pay anything unless they will operate under a fictitious name. Consequently, sole proprietorships are one of the cheapest business types to start. By contrast, other business types may cost hundreds of dollars in fees after all is said and done. Sole Proprietors Have Complete Control Because the sole proprietorship belongs to a single owner and operator, a sole proprietor has complete control over their business. They can make decisions and changes much more rapidly than in other business types. Simplified Taxes Tax laws treat a sole proprietorship as one and the same with its owner. Accordingly, the business itself is not taxed separately, and all business income is the same as the owner’s. Thus, sole proprietors only need to report their income from the sole proprietorship on their personal income tax return after calculating losses and expenses. Cons of a Sole Proprietorship Florida Unfortunately, the flexibility of a sole proprietorship also comes with several downsides. As a result, it is very important to consult with an attorney to determine whether a sole proprietorship is right for you. Particularly when it comes to personal liability, it may be worth it in the long run to spend the time setting up an LLC or corporation instead. You Have Personal Liability for Debts and Obligations One of the biggest reasons people choose to form LLCs and corporations is the limited liability they provide. Because the law views LLCs and corporations as separate entities from their owners, those businesses can take on debts by themselves. With a sole proprietorship, Florida business owners subject themselves to personal liability for any debts or obligations incurred by the business. This is true even if you operate under a fictitious name. As your business grows, this can pose a significant risk; your assets and personal finances are exposed and may be taken to pay off debts or judgments incurred by you, your business, or your employees. More Difficulty Securing Funding If you plan to rely on investments to help grow your business, a sole proprietorship may not be the best option. Because there are no stocks or other ownership interests to sell, sole proprietors must rely on personal loans rather than traditional “investments.” Investors may be less willing to provide funds under this arrangement. Simpler Taxes Mean Fewer Deductions Although tax rates may be higher among LLCs and corporations, they are permitted to make certain deductions for business expenses. Sole proprietors do not have this luxury, and depending on the cost of doing business, you may end up paying more in taxes as a sole proprietor. To avoid these issues, it is important to speak with a Florida business law attorney or tax professional about your situation. They can help you determine what kind of business structure will benefit your business the most. Other Businesses May Be Hesitant to Work With You Whether it is true or not, many businesses are under the impression that an unincorporated business is less stable or professional than an incorporated one. Therefore, some businesses may be less willing to engage with your business if it is a sole proprietorship. Selling Your Business Is More Difficult When you’re ready to sell your business, having a sole proprietorship can make this process more…

How to Get a Certificate of Good Standing in Florida

Businesses registered in Florida, whether they are LLCs, corporations, or something else, may occasionally need a certificate of good standing. Fortunately, to get a certificate of good standing, Florida businesses need only complete a few simple steps. What Is a Florida Certificate of Good Standing? Simply put, a certificate of good standing, also called a certificate of status, serves as legal proof that you properly registered your business with the Florida Secretary of State. The certificate shows that your company is authorized to conduct business in the state of Florida. You can obtain a certificate of good standing for any business you’ve registered in Florida. In other words, both foreign (out-of-state) and domestic (in-state) business entities can get a certificate of good standing as long as they are registered. Why Do I Need a Certificate of Good Standing? There are many reasons why you might need a certificate of good standing. Although it is not necessary to have a good standing certificate, Florida businesses will often request one in certain circumstances. For example, since the certificate provides proof of the legitimacy and compliance of your business, a bank may request one when you apply for a business loan. A bank may also ask you to provide a certificate of good standing when purchasing business insurance or opening a business bank account. Additionally, a certificate of good standing will be necessary to do business in another state. Most states required business entities formed out of state to register as a foreign entity within that state. During this process, the Secretary of State in the new state will want to verify the status of your business using a Florida certificate of good standing. What Are the Requirements to Get a Florida Certificate of Good Standing? To get a certificate of good standing, Florida businesses must be properly registered with the Florida Secretary of State. In addition, the business must be one of the types of business entities for which a certificate of good standing is available—only for-profit and nonprofit corporations, limited liability companies, and limited partnerships may get a certificate of good standing. Additionally, a registered business must be current on all required documents for the year. For example, Florida requires certain registered businesses to file an annual report. You must file this report before requesting a certificate of good standing. Where to Get a Certificate of Good Standing in Florida To get a certificate of good standing, Florida businesses must order one from the Florida Secretary of State through the Florida Division of Corporations. Florida uses the term “certificate of status” instead of certificate of good standing, but they are the same document. You can order a certificate of status online to receive a PDF version or request a certificate by mail. If you order online, all you need is your entity’s registration or document number, an email, and a credit card.  If you order a certificate by mail, you must submit a written document that includes: The entity’s name; The entity’s registration number (or document number); What kind of document was filed for your entity and when; and A check or money order. If paying by check, the check should be payable to the Florida Department of State. Orders by mail should be sent to the Certification Section at: Department of StateDivision of CorporationsCertification SectionP.O. Box 6327Tallahassee, FL 32314 How Much does a Florida Good Standing Certificate Cost? The cost of a Florida certificate of good standing depends on the type of entity the certificate is for. The certificate costs $8.75 for corporations and partnerships and $5 for LLCs. Does a Florida Certificate of Good Standing Expire? When you order a certificate of good standing, it generally does not have an expiration date. However, if another business requests the certificate from you, they may require that you get it within a specified time period. For example, when a foreign corporation registers with the Florida Secretary of State, it must provide a certificate of good standing issued within 90 days of the filing date. Similarly, a bank or other business may request that you get a current certificate of good standing before doing business with you. Need to Hire a Florida Business Attorney? Getting a certificate of good standing is just one part of operating a business in Florida. BrewerLong specializes in providing valuable legal services to small and medium-sized businesses in the Orlando area. Whether you need help setting up your business, with intellectual property matters, or with other general business law issues, we can help. Contact us today online to schedule an introductory phone call with one of our attorneys.

Incorporating in Florida vs Delaware

Delaware has been known as the state whose laws provide the most flexibility and have the most protections for corporations, limited liability companies, and limited partnerships. In recent years, other states have begun to take notice and become more corporation-friendly. One of those states is Florida. If you are a business owner, deciding on incorporating in Florida vs Delaware can be a big decision.  Why Should You Incorporate? Incorporating a business means turning your company into one that is formally recognized by your state of incorporation. When you incorporate your company, it becomes its own legal business structure rather than a group of founding business members.  Reducing liability is the primary benefit of incorporation. As a business owner, you bear responsibility for all losses and debts your business may incur. When you incorporate your business, it typically reduces your liability to only the amount of capital that you personally invest. In most cases, personal assets cannot be used to satisfy the debts of the business.  Deciding Between Incorporating in Florida vs Delaware A company may choose to incorporate in any jurisdiction, including international jurisdictions, so long as it is properly registered with the state in which it conducts business. Traditionally, Delaware has been the state of choice when it comes to incorporation. This is because of corporate-friendly taxation laws and a well-established business law legal system. Nearly half of the nation’s publicly traded companies, including global corporate leaders such as Apple, Coca-Cola, Google, and Wal-Mart, are incorporated in Delaware. Today, deciding between incorporating in Florida vs Delaware requires some analysis. There are several important factors to consider when making this decision. These factors include: Whether your business has a physical storefront; State taxes; Filing fees; and The general business laws of each state. If you own a business with a physical location, you should understand that regardless of where you incorporate, the state where you conduct your business will want the tax revenue. If you do not have a physical address in the state you choose to incorporate in, you will need a registered agent to review the service of process and legal notices at an office location in that state.  Incorporating in Florida vs Delaware Delaware is known as the leader for corporations in the U.S. Some big reasons have been their business laws and tax regulations. Florida also has an established set of laws specific to incorporation and business activities. There are numerous pros and cons of incorporating in either Delaware or Florida that could sway your decision depending on the priorities of your business.  Incorporating in Delaware Delaware is largely known as a “business-friendly” state due to its corporate laws and tax regulations. The Delaware Court of Chancery has existed for over 200 years with the sole purpose of handling corporate law matters. Judges with specific expertise in business law resolve legal disputes. Many investors, such as venture capitalists and angel investors, prefer to invest in Delaware companies due to Delaware’s tax laws and the existence of the Court of Chancery. Corporate attorneys are often more familiar with Delaware corporate law because it has been so prominent over the years.  If anonymity is important to your corporation, company records for Delaware corporations are not open to the public but can be acquired for a fee. Shareholder meetings are less formal than other states and do not require corporations to provide records of meetings that include minutes and resolutions.  If you are forming a company in Delaware but not actually conducting business there, you do not need to acquire a business license. Delaware does require corporations to pay an annual franchise tax, an annual report fee, and corporate income tax (8.7%). The annual franchise tax in Delaware is based on the size of the corporation. Incorporating in Florida Florida has recently surfaced as a competitor for corporate businesses. If you have an online business, Florida leads in cost-effectiveness and convenience. Florida’s online division of corporations makes searching for and filing documents convenient and easy compared to many other states. Florida’s filing fees are often lower than other states. However, additional taxes and fees may apply on an ongoing basis. There are no minimum capital requirements to incorporate in Florida, and Florida does not require corporations to pay an annual franchise tax. To keep the corporate entity active, corporations do have to pay the annual report fee. Florida corporations are subject to the corporate income tax (5.5% of taxable income over $5,000). “S” corporations in Florida are exempt from state corporate income tax unless federal income taxes are owed. The state does not levy any personal income taxes on “S” corporation shareholders.  Florida corporations also allow a variety of employee benefit plans, which may help corporations attract the most qualified people to serve the business. Corporations in Florida may also deduct contributions made for employee disability and health benefits. “In most cases, a corporation that is headquartered in Florida, does most of its business in Florida, or has most of its employees in Florida should be incorporated in Florida, unless there is a specific reason to incorporate in Delaware or another state.” Florida Business Attorney Trevor Brewer Contact an Experienced Corporate Attorney There is a lot that goes into making the best decision on incorporating in Florida vs Delaware. Each business is unique. Seek counsel from an experienced business attorney who understands the intricacies of incorporating in both states.  The team at BrewerLong can guide you through the entire incorporation process, including deciding the best corporate structure for your business and how to comply with all relevant business laws. Contact us to set up a consultation and learn more about what we can do to help your business succeed.

How to Qualify a Foreign Corporation in Florida

At a certain point in its lifecycle, expanding a corporation into other states may be necessary for continued growth. If you’ve thought about becoming a foreign corporation doing business in Florida, however, you should be aware of how the state treats out-of-state corporations. Florida requires out-of-state businesses to register in Florida before they can engage in any business transactions. Accordingly, knowing how and whether you have to register as a foreign corporation is important. “Foreign corporations required to register in Florida include both companies that are expanding into the state and new companies headquartered in Florida but formed under the laws of Delaware or a different state.” Florida Business Attorney Trevor Brewer What Is a Foreign Corporation in Florida? State law views business entities as either foreign or domestic. A domestic entity is one formed and operated within the same state. By contrast, a foreign corporation is one formed in a different state. Florida law requires corporations to apply for qualification as a foreign business before “transacting business” within the state. As a result, a corporation formed outside of Florida wanting to do business in Florida must separately register in Florida as a foreign corporation. However, certain activities do not count as transacting business, including: Defending or settling a legal proceeding; Carrying on internal affairs, like shareholder meetings; and Conducting limited, one-off transactions that conclude within 30 days. Failing to register subjects foreign corporations to back taxes and civil penalties. Because the nature of “transacting business” is vague, it is in a foreign corporation’s best interests to register if it does any regular business within Florida’s borders. Qualifying a Foreign Corporation Doing Business in Florida A foreign corporation can qualify to do business in Florida by registering with the Florida Division of Corporations. 1. Obtain a Certificate of Existence from Your Home State As part of the application process, foreign corporations must provide an original certificate of existence. This certificate, also called a certificate of good standing, is an official document that shows the proper formation of your corporation and the legal authorization to do business. To qualify as a foreign corporation in Florida, you must provide an authenticated original certificate of existence, not a photocopy. Therefore, it is necessary to obtain an official certificate from the Secretary of State for the state where you formed your corporation. Finally, note that the certificate must issue within 90 days of the date you file your application. 2. Register an Agent in Florida Foreign corporations must have a registered agent based in Florida. Additionally, the registered agent must have a street address and not a P.O. Box. However, foreign corporations are unlikely to have a physical presence in the state before they register. As a result, foreign corporations often use a registered agent service. 3. Complete the Foreign Qualification Application The Florida Division of Corporations offers separate applications for profit and non-profit corporations. Some of the information the application requires includes the: Name, date of incorporation, and address of the foreign corporation; Federal Employer Identification Number (FEI or EIN); and Personal information for the corporation’s directors. State laws also require corporations to include “Company, “Inc.,” “Co.” or similar in the name of the corporation. Thus, when it comes to the name of the corporation, make sure you include the proper entity designation. 4. Submit the Application and Required Fees Submit the completed application, including the cover letter, certificate of existence, and fee via mail to the Florida Division of Corporations at the following address: Registration SectionDivision of CorporationsP.O. Box 6327Tallahassee, FL 32314 In addition to the $70 registration fee for each application, applicants may choose to pay $8.75 each for a certificate of status and a certified copy of the application. Checks should be made out to the Florida Department of State. 5. Make Sure to File Annual Reports After Qualifying A foreign corporation doing business in Florida must file a yearly annual report between January 1 and May 1, starting the year after registration. Foreign corporations may file annual reports online with the Florida Division of Corporations using the document number issued after successfully registering as a foreign corporation. The fee for filing the annual report is $150, with a $400 late fee for filing after May 1. Because Florida may cancel the foreign registration entirely if you want too long, it’s a good idea to always make sure you file the report before May 1. Contact a Florida Business Law Attorney If you have a foreign corporation doing business in Florida or if you’re looking to expand your business, BrewerLong can help you with your foreign qualification. Our practice focuses on helping small businesses in Florida with a variety of business law issues from formation to risk management. Contact us today online or give us a call at 407-660-2964 to set up a consultation.

What Is a Florida QDRO and Why Do I Need One

In some cases, the divorce process can be simple and straightforward. In others, it can be more complex. Depending on your circumstances, failing to properly address details can leave you in unexpected financial trouble down the road. A Florida QDRO is one such detail. “A QDRO is a very technical document which is absolutely essential anytime a 401k, 403b, IRA or other ERISA plan is to be divided between divorcing spouses.” Family Law Attorney Holly Derenthal What Is a QDRO in Florida?  QDRO (pronounced “quadro”) is a legal acronym that stands for “qualified domestic relations order.” But what is it, exactly? You may have heard of domestic relations orders, especially if you or someone you know has been through a divorce. Family court judges can issue a variety of domestic relations orders. These orders command parties to do or refrain from doing a variety of things. But a QDRO is a specific court order that gives one spouse the right to a portion of the other spouse’s employer-sponsored retirement plan.  The “qualified” part of a qualified domestic relations order means that the retirement plan itself accepts the order as sufficient. In other words, a QDRO isn’t effective unless and until the retirement plan gives its stamp of approval. This stamp of approval is what obligates the plan to distribute the money as specified in the order.  Why Do I Need a Qualified Domestic Relations Order in Florida? At the end of a divorce, the judge issues a binding final order dissolving the marriage. Here, the judge spells out exactly how the parties must handle resolved issues. For instance, the judge specifies your child custody arrangements, child support amounts, and distribution of assets in this final order. As part of the distribution of assets, the judge may award Spouse A a portion of Spouse B’s retirement plan upon Spouse B’s retirement. Most people would probably think this is enough. After all, it is the final order of dissolution of marriage signed by a judge. Why wouldn’t it be enough to ensure the proper distribution of pension benefits?  ERISA But if your plan falls under the Employee Retirement Income Security Act of 1974 (ERISA), then you also need a QDRO. Federal law requires it. Under these retirement plans, the plan participant (the spouse earning the pension) is not allowed to sign their benefits over to anyone else. Therefore, for the plan administrator to give some of the money to the non-participant spouse, a QDRO must be properly executed and filed.  Potential Consequences When there’s no QDRO in place, three things can happen. If your ex-spouse’s pension is not a qualified plan under ERISA, the plan administrator may accept this stipulation and divide the pension according to the final order of divorce. If the plan is a qualified plan, then the plan administrator is under no obligation to honor the language of the final order. They may honor it, or they may not. To avoid this potential pitfall, it is best to make a QDRO part of your divorce.  If your divorce is already finalized without a QDRO, you can file one after the fact. However, if your ex-spouse has already retired and begun getting payments from their retirement account, the filing of a QDRO will only apply to future allocations. In other words, you cannot get payments retroactively if you didn’t have a QDRO in place when benefit distribution began.  Can I File a Florida QDRO Myself? You need the assistance of a qualified, experienced attorney to create and properly file a QDRO in Florida. There are many thousands of different retirement plans out there. Each plan has unique requirements for what must be included in a valid QDRO. Each plan also has specific requirements for filing a QDRO properly. If you fail to meet all requirements, the plan administrator can reject it and refuse to pay benefits to the former spouse. It is nearly impossible for a non-lawyer to know the specifics of each type of qualified domestic relations order in Florida. Having a lawyer complete and properly file the QDRO can save a great deal of heartache down the road. We Are Here for You The lawyers at BrewerLong are here to serve you. You can count on our experienced family lawyers to guide you through the labyrinth of laws relating to child support, child custody, and divorce in Florida. We are friendly faces that you can count on. And when the going gets rough, we never back down from a challenge. We are here to protect your rights every step of the way. So call us today or contact us online to set up your initial consultation. We look forward to serving you.