In Florida, business owners have various formation options. Often, owners want to operate their business while limiting their personal liability. The limited liability company (LLC) offers this protection by restricting recovery to business assets. However, to realize the benefits of this corporate structure, an entity must comply with certain requirements. Corporate resolutions are an important part of establishing your LLC’s compliance record. Therefore, if you are considering forming an LLC, it’s important to know: What is a corporate resolution?
Florida Limited Liability Company (LLC) Requirements
According to state statistics, the Limited Liability Companies (LLC) is Florida’s most popular business structure. In addition to limiting liability, this structure is relatively easy to establish and maintain, and it offers certain tax advantages. To form a Florida LLC, you will select a name and designate a registered agent for service who is a Florida resident. The registered agent can be a member of the LLC, but it cannot be the entity itself. You must also obtain a Florida business license and register with the state. There are also certain corporate formalities your entity must follow.
First, you will want to consult with an experienced Florida business attorney to discuss your enterprise. You and your lawyer can evaluate your business goals and determine the right structure for you and your entity.
If you determine that you want to establish an LLC, you will file articles of organization with the state’s Division of Corporations. Your filing will include numerous details regarding the LLC, such as its name and location and the names and addresses of the LLC’s members and its manager (if applicable).
Next, you will want to create an LLC Operating Agreement. Your entity’s operating agreement will establish your LLC’s purpose, member identities, roles, contributions, and responsibilities, procedures for admitting new members, the LLC’s voting processes and voting schedule, and dissolution terms. Whenever the members vote or take action, the LLC will keep record through a corporate resolution.
What is a Corporate Resolution?
An LLC corporate resolution is a written document that memorializes actions and decisions taken by the LLC’s shareholders. In an LLC, both members and managers can vote to adopt corporate resolutions. Ordinarily, the vote will be taken through a vote by the LLC’s shareholders.
Why Do You Need a Corporate Resolution?
Corporate resolutions create an important record of the LLC’s major decisions and show shareholder and management knowledge of acts taken by the entity. LLC corporate resolutions may include details regarding actions such as amending bylaws, accepting new members, hiring or terminating executive leadership, approving the LLC’s operating agreement and bylaws, and other important decisions. They can also be used to record approval of acts taken outside of meetings.
Corporate resolutions provide a record of the members and board observing their legal obligations, operating agreement, and bylaws. They can also serve to protect members by creating a record of their activities and evidence that they are making decisions in the LLC’s best interests.
Establishing and operating an LLC can be complicated, and it’s important to know all of the steps and requirements. In addition, you will want to adopt practices that protect your LLC and safeguard your interests. If you are setting up an LLC or already have one in place, you would benefit from having the advice and guidance of a Florida business attorney.
Contact an Experienced Florida Business Attorney
Attorney Richard Sierra at the Florida Small Business Center assists clients like you with commercial leasing, business, and litigation matters. As always, Our Goal Is to Help You Succeed™. For an appointment, you may call us at 1-866-842-5202 or use the contact form on our website. We represent clients throughout the State of Florida, including Coral Springs, Coconut Creek, Boca Raton, Delray Beach, Pompano Beach, Sunrise, Fort Lauderdale, Miami, West Palm Beach, Jupiter, Deerfield Beach, Stuart, Port St. Lucie, Orlando, Naples, Fort Myers, Sarasota, Tampa, and surrounding communities.