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Relocating a LLC or Corporation from Another State to Florida

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July 14th, 2021

Posted in Business Law

If you are looking to relocate your business to Florida, we suggest using a statutory conversion if this option is available. A statutory conversion transforms your state’s LLC or Corporation into a Florida LLC or Corporation, and the EIN, property deeds, and management structure generally remain the same. The conversion process is much simpler than forming a new entity and winding down the old entity. For this to be possible, both states must have laws permitting this type of conversion. For the conversion to occur, you file Articles of Conversion along with either Articles of Organization (for an LLC) or Articles of Incorporation (for a Corporation) with the Florida Department of State’s Division of Corporations (commonly referred to as Sunbiz). Additionally, Florida law requires that a Plan of Conversion be drafted and approved for proper corporate governance. Once the Articles of Conversion are accepted, you may need to dissolve your business entity in the previous state.


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Closing a Business Checklist from a Tax Perspective

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October 16th, 2020

Posted in Business Law,IRS & Tax Information

Closing a business can be a difficult and challenging task. First, before you close your business, find out if tax relief, your local county, or the CARES Act legislation can help you stay open. Also, be sure to consult with your professional team such as an attorney or accountant.

There are typical actions that are taken when closing a business. This blog post focuses on tax responsibilities with the IRS and FL Department of Revenue. It does not address non-tax obligations such as those associated with the vendors, contracts, or the FL Division of Corporations.


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Small Business Owner’s Guide to the CARES Act

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April 3rd, 2020

Posted in Business Law

The programs and initiatives in the Coronavirus Aid, Relief, and Economic Security (CARES) Act was just passed by Congress.  The CARES Act totaling $2 trillion provides for individuals, families, governments, large corporations, and small businesses.  As to small businesses, below are some important links to Resources to help.  The first link is a guide by the U.S. Senate Committee on Small Business & Entrepreneurship, which outlines the various aspects of the CARES Act that apply to small businesses.  The second and third links are to the Treasury Department and SBA, which provides important updates on the CARES Act.


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Legal Considerations for Rental Property Owners

August 6th, 2018

Posted in Business Law,General Practice,IRS & Tax Information,Real Estate Law

Many local governments have enacted laws which require the owner of a short term rental property to obtain a certificate or other permit in order to utilize the property as a rental. This regulation comes in addition to obtaining a license from the Department of Business and Professional Regulation, a local business tax receipt, and the remission of Florida Sales Tax to the Department of Revenue. The issue of regulating short term vacation rentals has also been addressed recently by the Florida legislature.
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Registering a Florida Business Entity? Beware of Suspicious Notices that Request Money for Certificates or Filing Fees

March 5th, 2018

Posted in Business Law,General Practice

Last year, the Florida Division of Corporations saw a total of 395,777 business entity filings.[1]  Some of these entities may have received correspondence from various companies, claiming the entity has “one step left in order to attain your elective Florida Certificate of Status and corporate agreement templates.”  The correspondence goes on to request a fee, usually approximately $70.00, with instructions for remitting payment.

Most, if not all, of this type of correspondence is not sent by the Florida Division of Corporations.  Once a business entity or registration is properly formed, incorporated, organized or registered on record with the Florida Division of Corporations, it is not required to purchase or receive a certificate of status to be considered valid.
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Considerations for Moving a Business to Florida

January 22nd, 2018

Posted in Business Law,General Practice,IRS & Tax Information

The Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, has far-reaching implications for many Americans.  However, one outcome that may affect all Floridians is the prospect of more neighbors.  The new federal tax bill generally favors more competitive, low tax states such as Florida.  In addition to added residents, Florida may see an increase in companies that call Florida home. For years, Florida has boasted a favorable tax climate for businesses.  Some tax incentives that attract business owners include a broad range of sales and use tax exemptions available to business, as well as the absence of corporate taxes for limited partnerships and some other entity forms, to name a few benefits.  
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Vacation Rental Regulations in Florida

June 9th, 2017

Posted in Business Law,Real Estate Law

For some St. Augustine homeowners, vacation rentals are a steady source of income, but others argue that this revenue isn’t worth the cost to the community and describe these transient rentals as a “nuisance.”  Transient rentals are units or homes that are rented more than three times in a calendar year for a period of less than 30 days.  A search in the St. Augustine area for Airbnb or VRBO reveals that the industry is alive and well.   
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Florida Sales Tax on Transient Rentals

February 17th, 2017

Posted in Business Law,IRS & Tax Information

Transient rentals are a thriving business in Florida, and one which many Florida real estate owners may utilize in an attempt to supplement their income.  Generally speaking, a transient rental is one that lasts for less than six (6) months.  What many property owners do not know is that transient rentals are subject to Florida sales tax.  Florida law requires that property owners charge to, and collect from, each transient guest an additional six percent (6%).
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