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.

Why does this matter? The New Act is a complete re-write of the existing Florida act dealing with LLCs, and as a result there are many important changes. The New Act imposes 11 new non-waivable provisions. For example, as of January 1, 2015, any member has the right to withdraw from a Florida LLC, even if the LLC’s Operating Agreement provides that a member may not withdraw without consent. Another important change is that the New Act no longer recognizes the concept of a Managing Member, a concept that is found in many existing Florida LLCs. These are examples of only a few of the changes. There are many more.

For this reason, if your business uses a Florida LLC, you need to review the New Act and/or contact a legal advisor. Otherwise, you might be facing some surprises with the start of the new year.

April 15th Offers an Important Tax Planning Opportunity for Partners

By:  Amanda Wilson

April 15th is usually greeted with dread as tax day.  However, April 15th also offers an important tax planning opportunity for partners in partnerships (including limited liability companies that are treated as partnerships for federal income tax purposes).  The tax rules allow partners to amend their partnership agreement retroactively to January 1 of the prior year if the amendment is in place by April 15th.  If your business has a partnership, this might be a great opportunity for you.  You should take a moment to look at how your partnership is allocating taxable income and losses to the partners in 2013 and make changes if a different allocation would work better for your partnership.  Act fast, though, because unlike the due date for filing your return, this deadline cannot be extended.


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