By Phillip B. Rarick, Miami Trust Attorney
Time for a Spring Check-Up for your Florida corporate entities. This note is our annual reminder to review your Florida corporations, LLC’s (limited liability companies), or partnerships. Here is our 7 Point Checklist:
1. Annual Minutes Up-to-date?
2. Are any Special Meeting Minutes required?
3. Shareholder Agreement Up-to-date?
Note: If you do not have a Shareholder Agreement and you have one or more partners we need to talk about this important agreement to protect your interest.
4. Is the Shareholder Agreement adequately funded?
Note: Most shareholder agreements need to be funded with life insurance.
5. Do the stock certificates accurately reflect ownership?
6. Are By-Laws current and accurate?
7. Have you paid the Florida Annual Registration Fee? Deadline is May 1. After May 1, there is a $400 penalty.
Regarding this last point Number 7, remember the state is no longer giving liberal waivers if the annual registration fee is not paid by the May 1 deadline. The annual fees are as follows:
- Limited liability company: $138.50
- Corporation: $150.00
- Limited Partnership: $411.25
You can easily check the status of your Florida entity by going to www.sunbiz.org. Payment of the annual report can be done on-line at this web site.
Note: The annual report is the easiest and least expensive way to make changes to the public corporate record. If you have a change in corporate officers, managers, address or other corrections to the public record, this is the best time to make those changes.
Conclusion
In conclusion, along with other Spring cleanup tasks, this is a good time to conduct an annual review of your LLC, corporation, or limited partnership. Remember: the state can charge you a late fee of $400 if payment is not made by May 1.
Rarick & Bowden Gold can assist you in this review of your Florida entities. To schedule an appointment, call attorney Phil Rarick at (305) 556-5209 or email to prarick@raricklaw.com