Formation Steps of the Florida Land Trust
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These are original documents we\'ve been developing over the past year to educate Realtors, US Investors, Foreign Investors, distressed home owners and Retiring Baby Boomers. You can see the video versions at either facebook.com/celticwindinvestment or on youtube at youtube.com/mikenweston/.
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Formation Steps of the Florida Land Trust
- 1. Presenters: Nicola Chin and Michael Belgeri, CDEI An Investor Intelligence Briefing
- 2. 1. The LLC name that shall be identified as “limited liability company”, “limited company’, “L.L.C.”, “LLC”, “L.C.” or “LC”. 2. A Florida Address 3. A Florida Registered Agent. 4. A description of LLC (Member or Manager Managed) 5. Articles of Organization 6. Specific Date (cannot be more than five business days prior to or ninety days after the date of filing).
- 6. INSOLVENCY STATUTORY FORMALITIES DISREGARD LAW COMINGLE ASSETS PERPETRATE FRAUD “ALTER-EGO”
Editor's Notes
- There are two ways to go in the formation of your Florida LLC through Celtic Wind Investment. You can do it all on line through our affiliated national Legal Reference service, Legal Zoom. They are not a law firm but they do provide comprehensive services including all the steps necessary to become operational in the shortest period of time. We recommend their Gold Package and one year, your first year of agency, through them. That cost is about $740 including State Fees/EIN number and a 30 minute attorney consultation. Or you can work directly with our local attorney here on the Celtic Wind Campus in Weston Florida. The cost is about the same.
- In order to form an LLC, one must file articles of organization with the Florida Department of State office along with the requisite filing fees (currently $125.00). There is a required annual report filing for Floridian LLCs (currently a $75.00 fee). Florida Statutes, LLC articles of organization must include: 1. The LLC name that shall be identified as “limited liability company”, “limited company’, “L.L.C.”, “LLC”, “L.C.” or “LC”. 2. The mailing address and street address of the LLC. 3. The name and Florida address of the registered agent of the LLC along with his or her signature of acceptance. 4. A description of LLC as a member-managed company, if that is the case. 5. Articles must be signed by at least one member or authorized representative. 6. If an effective date is listed, the date must be specific and cannot be more than five business days prior to or ninety days after the date of filing.Pursuant to §608.407,
- Preliminary LLC Name ClearanceAs a first step in forming your LLC, we will check your state's official database to find out whether the name you want is available. We understand the importance of selecting your company name and will research your choices based on your priority.
- The process will complete your Articles of Organization and file them with the Secretary of State. The Articles spell out:Company Management, members and classes of ownership if necessary;Nomination of company officers and the selection method for managing the LLCCompany Record-Keeping and FormalitiesThe Articles Clearly state that regular meetings of managers or members is NOT requiredIt documents Ownership and Profit SharingIt Governs how profits are distributed to the members and provides the method for admitting new members into the LLCIt will document the taxation methodFinally it Provides a method for how members may withdraw and how the company may be dissolvedOnce the State has approved and filed your Articlesthe rest of your company documents are created. You'll receive notification by email both when they are submitted for filing and when they have been approved and filed.
- A member-managed LLC is managed by vote of its members like a general partnership. A manager-managed LLC is managed by its manager(s) like a limited partnership. Each manager or managing member owes a duty of loyalty and a duty of care to both the LLC and its me Every LLC should adopt an Operating Agreement to govern its operations. Both our on line service and our Brick and mortar attorney provide your LLC with a state-specific Operating Agreement containing all vital elements for your specific needs and the legal operation of your company.
- The indemnification clause Allows the LLC to indemnify its members, managers and officers and cover legal expenses when they are acting on behalf of the company. Members of an LLC are not personally liable for debts, obligations, judgments or other non-personally guaranteed liabilities of the LLC, however, members are liable for return of improper distributions of LLC assets. It is an open question whether “piercing the corporate veil” type of theories of liability will be successful against LLC members. Logically, such theories of liability would be applicable if the LLC incurred debt while insolvent, the members did not adhere to statutory formalities for setting up or operating an LLC, the legal form of the LLC was disregarded by members, members commingled LLC assets, the LLC was used to perpetrate a fraud or the LLC was used merely as an “alter-ego” of the members. §608.4227, Florida Statutes. §608.426, Florida Statutes.
- Unlike the Florida Land Trust, the multi-member LLC is consider a “partnership” entity under florida Statues, and, as such, a member must receive approval from all members in order to sell his or her interest in the LLc to an outside party. This provision in the Operating Agreement specifies when and how a member of the LLC will be allowed to sell his or her interest to a third party. During the initial questionaire interview you can decide whether or not to include any transfer restrictions.
- Bank Account ProvisionAuthorizes the company to open a business bank account. Many banks require that the company adopt such a provision before opening an account.
- Your Employer Identification Number is a must have at the bank when you are setting up your checking account Our affiliates will complete your IRS Form SS-4 and send it to you, along with simple instructions on how to sign and submit the form to the IRS. Alternatively, if you'd rather have our providers obtain your Federal Tax ID number, you'll save $30 on our EIN Obtainment service.
- So lets review what we’ve covered.A Florida LLC can serve as the basis for both your investment interests today and your retirement Roth IRA tomorrow. Property that your purchase with your LLC or IRA LLC can be moved into a Florida Land Trust for its derived flexibility , ownership and elimination of probate upon your death. It can also serve as a deterrent against liability suits and reduce the need for professionals in its purchase, sale or trade. Property that is owned under a Land Trust does not go to the bottom line of your personal worth statement, a significant benefit when you are facing losses or executing tax trades for other property.The Personal Property Trust is an option for its ability to serve Florida Residents as both the manager of property, beneficial interest holder of land trusts, and executor of a self-directed IRA Limited Liability Company.That’s the Florida Asset Rocket System.