2020 certainly threw some curveballs to our friends, family, & clients. As we rebuild our community back to the vibrant economy it once was, it is a great time to review your estate plan or corporate documents and evaluate any needs going forward.
New Year Checklist: Make sure that…
- All major decisions requiring owner/partner approvals have been documented and are included in the company’s record books.
- Secretary of State filings due during the year have been filed (please note Florida’s deadline is May 1st, 2021).
- Agreements among members, employees, and consultants have been documented and signed.
- The company’s agreed value (if applicable), financial statements, and ownership records are current.
- State taxes (if applicable) have been paid and business licenses renewed.
- The company is in good standing in its state of formation and in each state where it is qualified to do business.
- And most importantly your family estate plan is up to date.
If any of the above items have not been updated or handled, we suggest taking the time to speak with your Florida attorney to get them updated. This is also a good time to communicate with members about the company’s progress during the year. Finally, 2021 Annual Corporate Renewals are now due, please reach out to Gulati Law, P.L. for assistance with any of these matters at (407) 900-5054.
Please be aware that private companies that are not associated with the United States Patent and Trademark Office (“USPTO”) are using trademark applications and registration information from the USPTO’s databases to issue trademark-related solicitations. These solicitations may include offers for legal services, for trademark monitoring services, record trademarks with U.S. Customs and Border Protection and even to “register” trademarks in the company’s own private registry.
Some applicants have reported paying fees to these companies, mistakenly under the assumption that they were paying mandatory fees to the USPTO. If you receive documents that appear to be from an official government agency, please be sure to read the fine print. If an address is provided, always perform a search to verify that the location is legitimate. Sometimes these companies will provide an address for a vacant building or office space. Usually, an official correspondence will be from the “United States Patent and Trademark Office” in Alexandria, VA, and if by e-mail, specifically from the domain “@uspto.gov.”
Unfortunately, if you have already submitted any payment to these companies for services offered, the USPTO is unable to provide a refund. The USPTO encourages you to file an on-line consumer complaint with the Federal Trade Commission (“FTC”), at www.FTC.gov. If you receive one of these solicitations and you’re unsure of its legitimacy, or if you are interested in filing for a new trademark, we can help! Contact us today so that our legal professionals can discuss your options.
As many of you know, the process of purchasing a new home, or commercial property involves quite a few important documents that you need to be familiar with. Title and Deed documents are given to you by your attorney. Usually, these documents are also accessible online via your county’s property appraiser’s website FOR FREE. In instances where you have purchased a new property, you may receive a letters in the mail that might look like an official county or state document which states that you will need to take additional steps to finalize documentation, or that you will need to order vital documentation that shows ownership of your property.
This mailing will have your name, parcel number, and property address on it. What Record Transfer Services is doing might not be illegal; however, these services are usually already performed either before or at closing by a title company or real estate attorney. A title search is usually performed by a title company or an attorney, who researches the vested owner, the liens or other judgments on the property, the loans on the property and the property taxes due before the closing is done. If duplicates are needed or documents are misplaced from your records, these documents can usually be found via your county property appraiser’s website or you may contact your real estate attorney.
Given that the letter includes a deadline for which to request for these documents, it appears to be an official document, however, make special note of the disclaimer in fine print at the bottom of the letter: “This product or service has not been approved, or endorsed by any government…” Generally, if you receive a solicitation asking for more money after your closing, it is not necessary and is rarely legitimate. If you are not sure or you would like more information, contact your Florida Real Estate attorney or title company as soon as possible.
Broward County, Florida, has released a recent update on their new record keeping procedures. Effective January 1, 2015, Broward County will no longer assign Book and Page numbers to the documents being recorded. The new record keeping procedures will be done through an “Instrument Number” which is how the documents will be found if searched in their database. They do make an exception for large format documents. See Broward County’s Memo for further information.
Source: RTT Instrument Number Memo
A Florida company based out of Tallahassee, Florida, has been attempting to convince new business owners who have recently formed a new corporation or LLC, to send money by exaggerating to be involved in a vital step in the business formation process. This “company” has gone by other aliases such as the “Florida Center of Corporation,” and now currently operates under “United Business Services”
In the letter it states: “You have one step left to receive your Florida Certificate of Status”, they are instructed to complete their filing by filling out a stub and to “mail back to the corporations center with your payment of $47.00 (some recent mailings have said $47.99 or a similar amount) to complete your articles of organization certificate.” We urge caution because the correspondence is made deceptively like it is coming from a government agency. And note in the image here, that in very fine print, it states that “This is not a government agency.”
We classify this as an inappropriate deception of the Florida Department of State services because the only service United Business Services is providing is to obtain a Certificate of Status (or good standing) from the Secretary of State of Florida. The state only charges either $8.75 (for an INC) or $5 (for an LLC) for this. Furthermore, when we checked the address for the company, it came up as an empty office space which is available for rent. The company came up in no searches affiliated with that address, or any other.
If you have any questions as to the legitimacy of these letters, do not hesitate to contact your Florida Business Law Attorney as soon as possible.
Regardless of the size of a company, whether a small business or a large one, it should comply with its state law record-keeping requirements.
Here is a list of some of the important corporate documents to maintain:
– A copy of the corporation’s articles of incorporation or organization;
– Corporate bylaws or operating agreement;
– Organizational minutes;
– Annual reports;
-Minutes from any shareholder meetings;
-Maintain an updated list of all executives, employees, etc;
-Accurate accounting records; and
-Important Financial statements.
For a year-end business check-up, contact your Business Law Attorney today!
With the fast and dynamic expansion of social media, it has become a highly used tool in our daily life as well as in the workplace. It is a necessary means of development and something you cannot avoid.
Initially designed for friends to keep in contact with each other, it has also become a necessary business tool for companies to market their products and services, build relationships with prospective customers and maintain relationship with existing ones.
When it comes to employees utilizing social media in the workplace, a policy needs to be set in stone, so that everyone is actively aware of the things they post online.
A sample policy can include language as follows:
-Be aware of what you post, clients or your managers could be looking;
-Remember whatever you do post, will have an effect on your reputation as well as the firm.
-Be thoughtful and courteous of other people’s feelings.
We get so mixed up in the social media world, we tend to forget what we post online. Whatever you post, is not only within your friends, but has the chance of being shared. It is very common for friends and family to share other people’s posts.
As long as you educate your team on the do’s and don’ts in terms of social media, it will allow them to be mindful of the content that they post online. This in turn will give you a good night’s sleep, knowing your team are on the same social media page as you are.
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An annual report of a Florida Company is used to update or confirm the Company’s records to the Florida Department of State, Division of Corporations’ records. The data displayed on the entity’s online annual report form is the most current data on file with the Division of Corporations. An annual report must be filed each year for your business entity to maintain an “active status” with the Department of State. The annual report is required whether you need to make changes or not.
The annual report is due by May 1st of each year. A $400 late fee will be imposed on all profit corporations, limited liability companies, limited partnerships, and limited liability limited partnerships which fail to file their annual reports on or before May 1st. Not for profit corporations are not subject to the $400 late fee.
Further, your Company in Florida requires you have a registered agent, which must comply with certain Florida laws. A registered agent can be a person or business entity. However, a business entity cannot serve as its own registered agent, but an individual or principal associated with the business (i.e., owner, officer, director, member, manager, director, etc.) can serve as the registered agent. Any business entity serving as a registered agent must have an active filing/registration on the records.
If you need help with filing your annual report or are looking for a registered agent for your company, contact us today, we would be happy to help.
Source: Florida Department of State a/k/a Sunbiz