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Business Upkeep


 

Articles of Dissolution

What is Dissolution?
Filing articles of dissolution legally ends your company’s existence in the state of Florida, and brings to an end any obligation to file returns and pay fees.

Why would I want to do this?
Unfortunately, businesses sometimes don’t work out as the owners and shareholders had planned and the vested parties feel it to be in their best interest to cut their losses and close up shop. If you have come to this point in a business venture, then the filing serves to formally dissolve your company.

File Articles of Dissolution Now
Select your business type.
Limited Liability Corp
S Corporation
C Corporation
Non-Profit

 

Articles of Amendment

Whenever you change any matter about your company that is included in the articles of incorporation, the law requires you to update the public records with the state by filing articles of amendment. Such changes may relate to the name, address, directors, or registered agent; you may even need to add a new article.

File Articles of Dissolution Now
Select your business type.
Limited Liability Corp
S Corporation
C Corporation
Non-Profit

 

Reinstatement

What is reinstatement?
Reinstatement is the act of restoring a business entity that is either inactive or non-compliant. A corporation may become non-compliant if it fails to pay filing fees, or file annual reports.

Why would I want to do this?
You may want to use the existing company name because it is already know by your customers, or it may have certain required licenses attached to it. The state allows a company to be inactive for 2 years without reallocating its name.

File Articles of Dissolution Now
Select your business type.
Limited Liability Corp
S Corporation
C Corporation
Non-Profit

 

Certified Copy

What is a certified copy?
A certified copy is a copy of your official incorporation documents held on file at the department of state. These documents are essentially proof that a business entity does legally exist.

Why would I want this?
A certified copy is sometime required to open a bank account. It is also required in order to qualify to operate your business inside of another state. It is a good idea to keep a true copy of your incorporation documents but if you lose or misplace it file for another copy from the department of state. In general certified copies are used to prove the legal of existence of your business, and provide a solid measure of authenticity when doing business in new places or with new people.

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Certificate of Status

What is a certificate of status?
A certificate of status (also known as a good standing certificate) is a certificate that verifies that a business entity is in “good standing”. This means that all documents and fees required by law have been received by the department of state, and that no other government agency has notified the department that the business entity is delinquent on any tax payments.

Why I would want this?
The certificate of status is often required for obtaining operational licenses, license renewal, or even a loan settlement. Other parties may also want a business to present a certificate of status before providing services or engaging in business activities.

Order a Certified Copy

 

Annual Filing

Florida Department of Corporations requires all corporations and limited liability corporations to do an annual filing and pay a fee. The act of filing the annual return and paying the fee keeps the entity active and essentially gives it license to do business in the state for the next year.

This filing is due between January 2nd and May 1st of the each year, and is a convenient time to update the business’s record with the Department of Corporations. After May 1st, the fee to keep a business active is increased substantially, and after August 31st if still not done, the company is made inactive. Once the Department of Corporations changes a business’s status to inactive, the business is unable to obtain service from banks and other institutions. A business can be reinstated, but has to pay a reinstatement fee as well as the annual fee for each year a filing was not done.

If a business entity remains inactive for an extended period of time, another business may have used the company name, and reinstatement may be impossible. This could create substantial problems for a business that has certain licenses or other privileges attached to its name, as obtaining licenses and special designations are often time consuming and costly.

The Department of Corporations sends out electronic notices in January and April to the email address on file reminding businesses to do the annual filing. If the email address in the state’s data base is not current, the business may not get that notice. Given the importance of the annual filing, each business should establish a procedure to ensure that the annual filing gets done on time. This requirement is easily achieved by electronic filing at sunbiz.org, but many small businesses are prone to forget this task. The business owner can put a reminder on a calendar that is frequently checked or assign the task to a registered agent or a CPA. It is also important not to wait until the last few days to do this electronic filing as the servers at sunbiz.org become very busy, and there is no guarantee that a last minute filing will be completed by May 1st.

Order a Certified Copy