Description:
Gain an understanding of the updates for Florida LLC Act while addressing the limits of asset protection and indemnification of management of LLCs.
According to the Florida Division of Corporations, the number of limited liability companies (LLCs) formed each year since 2011 under Florida law almost doubled while, during the same period, the number of corporations formed each year under Florida law declined.
Most Florida-based real estate and closely held (not having securities publicly traded) businesses in Florida organized as LLCs since IRS regulations effective on January 1, 1997, repeal of the Florida corporate income tax as to LLCs in 1998, and amendment to the then Florida LLC statute in 1999 clarifying applicability of that repeal to single-member LLCs, facilitated treatment of LLCs for federal and Florida income tax purposes as 'disregarded' or 'pass through' entities (i.e., partnerships or sole proprietorships) instead of corporations.
This topic addresses nuances and limits of asset protection, management and governance flexibility, fiduciary duties, and indemnification of management of LLCs, other considerations in choosing the Florida LLC or Florida corporation form, or electing S corporation status for income tax purposes (including since the Tax Cuts and Jobs Act of 2017), significant changes in the Florida LLC statute effective on January 1, 2014, statutory changes in 2015 regarding reinstatement of administratively dissolved Florida LLCs, some judicial opinions since 2015 affecting Florida LLCs, and legal ethics and fiduciary duty concerns in representing an LLC.
Areas Covered in the Session:
Comparison of Business Entity Forms
- Taxation, Including Under the Federal Tax Cuts and Jobs Act of 2017
- Common Features of Florida Corporations and Florida LLCs
- Advantages and Disadvantages of Florida LLCs Over Florida Corporations
- Advantages and Disadvantages of S Corporation Election
Limited Protection of LLC Assets From Claims of Creditors of Its Members as Contrasted With Corporations
- Charging Order Protection of Section 605.0503, F.S.
- Olmstead v. Federal Trade Commission, 44 so. 3D 76 (Fla. 2010)
- Statutory Amendment Response to Olmstead
- Recent Judicial Recognition of Exclusive "Charging Order" Remedy of Members' Judgment Creditors
Management and Governance of LLCs and Related Documents as Contrasted With Corporations
- Enhanced Flexibility
- Requirements That Cannot Be Modified by the Operating Agreement
- Indemnification Under Section 605.0408, F.S.
Some of the Changes in Florida LLC Statute Effected as of January 1, 2014, by Florida Revised Limited Liability Company Act, Chapter 605, F.S. (Replacing Chapter 608, F.S.).
- Management Authority, Voting Rights, and Non-Fiduciary Duties of Members, Managers, and Others
- Indemnification, Fiduciary Duties, and Conflicts of Interest of Members and Managers
- Business Entity Organizational and Governance Documents
- Distributions to Members
- Dissociation of Members
- Business Entity Transactions
- Service of Process, Notice, or Demand on LLC
Changes to Section 605.0715, F.S. Effective as of July 1, 2015 Regarding Reinstatement of Administratively Dissolved Florida LLCs
Some Judicial Opinions Since 2015 Affecting Florida LLCs
Legal Ethics and Fiduciary Duty Issues in Representing an LLC
Credit Information (Sponsored by Lorman Education Services):
- CLE
- NALA
Only registered attendee will receive continuing education credit.
Instructor Profile:
Karen J. Orlin, Karen J. Orlin P.L.
- Managing member in the law firm of Karen J. Orlin P.L.
- Engaged in the practice of corporate and limited liability governance and business transactions law in NY continuously since 1973 and in FL continuously since 1982, with law firms large to small and as in-house counsel to financial institutions, including an institution having publicly traded securities
- Served as expert witness in legal ethics and fiduciary duty
- Presented seminars and has written articles regarding legal topics including limited liability company governance, minority rights, fiduciary duty, and legal ethics
- Achieved the highest rating with Martindale-Hubbell Law Directory
- Named among South Florida’s Top Rated Lawyers of 2015, 2016, 2017 and 2018 by Legal Leaders (ALM)
- Biography included in numerous editions of Who’s Who in the World, Who’s Who in America, and Who’s Who in American Law, among other editions of The Marquis Who’s Who
- Formerly served as Chair, Vice Chair, and Co-Vice Chair of, and currently serve actively on, Corporations, Securities and Financial Services Committee, Business Law Section, The Florida Bar, including business entity statutory revision subcommittees
- J.D. degree, Harvard Law School; A.B. degree, summa cum laude, University of Pennsylvania
(Not available outside the US)