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Questions Answered by Keith Kanouse
1 Answer | Asked in Business Formation for Florida on
Q: I want to create a LLC in Florida with a previously used name is inactive and dissolved. Any concerns here?
Keith Kanouse
Keith Kanouse
answered on Dec 12, 2024

In Florida, an LLC name becomes available for another entity to use after one year of inactivity, meaning the dissolved LLC's name is held for a year before it can be registered by another business.

Key points about inactive LLC names in Florida:

One year holding period: If an...
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1 Answer | Asked in Business Formation for Florida on
Q: I have an LLC , and I want to convert in a private Non profit Organization what are the requirements?

please guide me steps by steps

my organisation is a service business tax businesses

Keith Kanouse
Keith Kanouse
answered on Oct 6, 2024

A good explanation of the steps to take are at:

https://charitableallies.org/can-you-convert-an-llc-into-a-nonprofit/#:~:text=At%20this%20point%2C%20you'll,exempt%20status%20with%20the%20IRS.

2 Answers | Asked in Business Formation for Florida on
Q: Is it OK to buy a business in your personal name then switch to llc
Keith Kanouse
Keith Kanouse
answered on Sep 25, 2024

Yes but the sooner the better. You may have to publish and file a fictitious name.

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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Do I need to register my small business as a sole proprietorship if it has my legal first name in the name?

My name is Janina G., my small business name is ‘janinasdiycrafts’. I currently sell handmade goods as a hobby, I haven’t made enough money to register it as a business. (Still in the hobby tax bracket) my questions is do I need to register it as a sole proprietorship in Florida since it’s... View More

Keith Kanouse
Keith Kanouse
answered on Oct 17, 2023

There is no registration with the Florida Secretary of State's Office for a sole proprietorship. However, since you are doing business other than your own name you need to comply with Florida's Fictious Name Statute.

In Florida, Section 865.09 of the Florida Statutes requires the...
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2 Answers | Asked in Tax Law, Business Formation and Business Law for Florida on
Q: Can a newly formed LLC (sole proprietor - 1 owner) lease equipment from its owner?

The equipment belongs to the owner and was bought with his personal funds to take advantage of using credit to purchase such equipment. Since the LLC is new it doesn’t have any credit to purchase equipment with. The idea would be for the LLC to lease the equipment from its owner, pay monthly... View More

Keith Kanouse
Keith Kanouse
answered on Sep 11, 2023

Yes you can do this. You should have an equipment lease agreement between you as lessor and the LLC as the lessee.

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2 Answers | Asked in Business Formation for Florida on
Q: Hello, can I from an LLC in Delaware as a Florida resident?
Keith Kanouse
Keith Kanouse
answered on Sep 11, 2023

Evelyn is correct but if your office is in Florida or you have employees in Florida you will have to file an Application to Qualify as a Foreign LLC Doing Business in Florida, file Annual Reports in both states and also tax returns.

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2 Answers | Asked in Business Formation for Florida on
Q: How can i transfer or record ownership of an s-corp?
Keith Kanouse
Keith Kanouse
answered on Apr 12, 2023

If you have stock certificates, you can do it by signing an Assignment Separate From Certificate, attached it to your stock certificate, mark cancelled on the stock certificate and issue a new certificate in the new owner's name.

607.0626 Shares without certificates.—...
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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Can I sell home to a business partner for the remaining mortage balance (it is an assumable loan) for 65% of business?

We share a business currently 20-80 cut. 20% me, and I’d like to sell them my home for a 65% cut of the business to make it 65%/35% new terms

Keith Kanouse
Keith Kanouse
answered on Mar 13, 2023

Yes provided the mortgagee agrees to the assumption of the mortgage. Try to get a release from the Mortgagee for future obligations under the mortgage. You will have to transfer the home by a deed recorded with the County Clerk and pay documentary stamp taxes on the balance of the mortgage... View More

2 Answers | Asked in Business Formation, Business Law, Civil Litigation and Real Estate Law for Florida on
Q: Florida sells land by what treaty?

It is important to know what Treaty Florida uses to sell land.

Keith Kanouse
Keith Kanouse
answered on Feb 7, 2023

It starts with Adams-Onís Treaty or the Transcontinental Treaty between the United States and Spain in which Spain ceded Florida to the United States in 1819.

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1 Answer | Asked in Tax Law, Business Formation and Business Law for Florida on
Q: Hi, if it takes up 8 weeks for my LLC to be processed by the state of florida do I have to wait until then to operate?
Keith Kanouse
Keith Kanouse
answered on Jan 5, 2023

My experience with filing Articles of Organization via e-fax is it becoming effective the next business day. I have never had to wait 8 weeks. When you file the Articles of Organization specify an effective date 5 business days before the filing date. See Section 605.0702 of the Florida Statutes.

2 Answers | Asked in Business Law, Civil Litigation and Contracts for Florida on
Q: I need a owner financing note that vehicles.

I need a owner financing document that protects me from buyers that will take the vehicle, never make a payment under contract, or total the vehicle and never make a payment again

Keith Kanouse
Keith Kanouse
answered on Oct 20, 2022

You need a Note and Security Agreement. The Security Agreement grants you a security interest in the motor vehicle so you can take it back for non-payment. You will need to record the Certificate of Title showing you as first lienholder and hold onto the title until full payment of the Note.... View More

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1 Answer | Asked in Business Formation, Business Law and Land Use & Zoning for Florida on
Q: Hello, I am interesting in leasing a suite and then renting out the rooms to licensed stylist or lash artists

What are the legal implications for doing this in Florida? What is the employer or technically landlord responsible for? Thank you

Keith Kanouse
Keith Kanouse
answered on Aug 9, 2022

I have a client that has done this as a franchisee. You have to find a location and negotiate a master lease with the landlord with the landlord understanding that you will be subdividing and subleasing the premises to various subtenants. You need to check that the zoning will allow the intended... View More

1 Answer | Asked in Business Formation, Business Law and Civil Rights for Florida on
Q: Can a non-compete keep me from doing anything HVAC related with anyone for a year in Florida?

The paper restricts all HVAC jobs, both as an owner and employee for a 50-mile radius of a territory where he makes the most money. Im scared to sign it. It's an entire year id be unable to work in the industry if I left for any reason.

Keith Kanouse
Keith Kanouse
answered on Jul 21, 2022

The covenant not to compete will probably be enforceable as it appears reasonable in time, scope, duration and protects the legitimate interest of the owner.

2 Answers | Asked in Business Formation and Business Law for Florida on
Q: Dissolving Florida LLC answer "A description of occurrence that resulted in the limited liability company's dissolution"

I'm dissolving a Florida LLC and on the form it asks for "A description of occurrence that resulted in the limited liability company's dissolution" and I'm not sure of how to answer.

My operating agreement states:

The Company will operate until terminated... View More

Keith Kanouse
Keith Kanouse
answered on Jun 23, 2022

If the members have decided to dissolve the LLC, you should have a resolution contained in a Consent of Members in Luie of a Special Meeting signed by all members. You can then check the appropriate box.

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3 Answers | Asked in Business Formation and Business Law for Florida on
Q: How can you change the percentage of ownership in the state of Florida for an llc?
Keith Kanouse
Keith Kanouse
answered on May 10, 2022

You must amend your Operating Agreement to show the new percentages and have all the members sign it.

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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Does a percentage owner of a Florida LLC need to be registered as a member with the state? can it be internally only?
Keith Kanouse
Keith Kanouse
answered on Apr 21, 2022

You do not have to register as a member. Your ownership should be reflected in the Operating Agreement.

2 Answers | Asked in Business Formation and Business Law for Florida on
Q: I own an LLC that sells trending fashion on its business website. Can I start/run any new companies under the same LLC?

My current LLC sell female fashion apparel, shoes, intimates, & accessories. But there is some businesses that are very similar to mine that I have the right connections to start a new business per that product category or service. Can I run a new similar business under my LLC? Or better yet,... View More

Keith Kanouse
Keith Kanouse
answered on Mar 13, 2022

All income from a LLC is subject to employment taxes. Discuss with your accountant on making a special election for your LLC to be treated like an S corp. This will give you the ability to have a reasonable salary to subject to employment taxes and any excess income treated as a distribution not... View More

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1 Answer | Asked in Business Law for Florida on
Q: One of three board members resigned, is it required to replace the member, if so, how long is allowed by Florida law?
Keith Kanouse
Keith Kanouse
answered on Mar 10, 2022

It depends on what the Articles of Incorporation or Bylaws provide. Absent a specific provision in these documents Florida law provides:

607.0809 Vacancy on board.—

(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors,...
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2 Answers | Asked in Business Formation for Florida on
Q: Do I need two DBAs registered to use an anacronym and the full name for my business?

I'm starting a business in Florida and planning out my business name. I'd like the business to be known by an anacronym and by its full name. Do I need to register two DBAs?

Specifically, it's a ceramics business that I want to call "St. Lucie Inlet Pottery" or... View More

Keith Kanouse
Keith Kanouse
answered on Feb 11, 2022

I think you need to register both names as fictitious names. See Section 865.09 of the Florida Statutes. I would also consider operating the business as an S corp or LLC.

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1 Answer | Asked in Business Formation for Florida on
Q: Creating S Corp for purposes of investing

I would like to become a day trader of stocks and cryptocurrencies and saw S Corps may provide many tax benefits. I live in Florida. Would an S Corp allow me to pay less taxes / should I incorporate overseas in a tax haven such as the Cayman Islands?

Thank you,

Keith Kanouse
Keith Kanouse
answered on Feb 8, 2022

An S corp is superior to a regular or C corporation or a limited liability company. You would form a Florida corporation and within 75 days complete and file IRS Form 2553 with the IRS. Assuming your venture is profitable, you may be able to pay yourself a "reasonable" salary (subject... View More

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