Florida LLC’s can now prevent members from withdrawing

The new Florida LLC Act was revised this year so that a Florida LLC’s operating agreement can prohibit a member from withdrawing from the company. Withdrawal can allow a member to terminate his or her obligations as a member, which could include obligations to make capital contributions or not compete with the company’s business. Florida LLCs should consider adding a provision to their operating agreements prohibiting withdrawal of a member. read more

Common Traps When Selling Partnerships

By:  Amanda Wilson

Because of the flexibility and tax benefits that tax partnerships provide, many small businesses and family partnerships use tax partnerships. For tax purposes, a partnership can be in the form of a general partnership, limited partnership, limited liability company or limited liability limited partnership.  While these forms offer great tax advantages, they can also result in unexpected surprises and traps for the unwary when a partnership interest is bought or sold. read more

Can or Should an LLC be a Shareholder of an S Corporation?

By: Amanda Wilson

Many private companies utilize S corporations in their ownership structure, as they provide beneficial tax treatment. In order to qualify as an S corporation, the corporation can have only certain types of shareholders. Specifically, a partnership cannot be a shareholder. Yesterday, someone asked me whether a single member LLC could be a shareholder. The answer should be yes, as the LLC is treated as though it does not exist for tax purposes. Private guidance indicates that the IRS agrees with this answer. read more

Have a Florida LLC? If So, Be Prepared for 2015

By: Amanda Wilson

Does your business use one or more Florida LLCs or limited liability companies? If so, you need to be aware that as of January 1, 2015, the Florida Limited Liability Company Act will be completely replaced with the Revised Limited Liability Company Act (the “New Act”). The New Act is currently in effect for any Florida LLCs formed this year. More importantly, the New Act goes into effect for all Florida LLCs as of January 1, 2015. There is no grandfathering provision for old LLCs. Starting next year, this New Act applies to all Florida LLCs. read more