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To LLC or Not to LLC: Florida Update
Wednesday, April 18, 2018
Sponsored by Lorman Education Services
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
Limited Protection of LLC Assets From Claims of Creditors of Its Members as Contrasted With Corporations
Management and Governance of LLCs and Related Documents as Contrasted With Corporations
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.).
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):
Only registered attendee will receive continuing education credit.
Karen J. Orlin, Karen J. Orlin P.L.
(Not available outside the US)