Fill and Sign the Fl Company Search Form

Prepared by U.S. Legal Forms, Inc. Copyright - U.S. Legal Forms, Inc. PROFESSIONAL LIMITED LIABILITY COMPANY STATE OF FLORIDA Control Number: FL-00PLLC The contents of this package are as follows: 1. Statutory Reference 2. Introduction & Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Sample Ledger and Certificate 9. Disclaimer PROFESSIONAL LIMITED LIABILITY COMPANY For State-Licensed Professionals FORMATION PACKAGE – FLORIDA Electronic Version Statutory Reference FLORIDA STATUTES, Title XXXVI, Chapter 608 (Limited Liability Companies) Title XXXVI, Chapter 621 (Professional Service Limited Liability Companies) http://www.flsenate.gov/Statutes/index.cfm Introduction & Law Summary A Florida limited liability company organized to engage in the practice of a state-licensed profession is controlled generally by the provisions of FLORIDA STATUTES, Title XXXVI, Chapter 608 (Limited Liability Companies) and specifically by the provisions of FLORIDA STATUTES, Title XXXVI, Chapter 621 (Professional Service Corporations and Limited Liability Companies). Additionally, the limited liability company is subject to the statutory requirements of FLORIDA STATUTES, Title XXXII, as applicable to the subject profession, and the rules and regulations of the Florida governing/examining agency/board with jurisdiction over the subject profession. The distinctions between a "regular" limited liability company and a "professional" limited liability company are: A "professional service" is any type of personal service to the public which requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization. A "professional limited liability company" (PLLC) is a limited liability company that is organized under this act for the sole and specific purpose of rendering professional service and that has as its members only other professional limited liability companies, professional corporations, or individuals who themselves are duly licensed or otherwise legally authorized to render the same professional service as the limited liability company. A group of professional service corporations, professional limited liability companies, or individuals, in any combination, duly licensed or otherwise legally authorized to render the same professional services may organize and become members of a PLLC for pecuniary profit under the provisions of Chapter 608 for the sole and specific purpose of rendering the same and specific professional service. No PLLC may render professional services except through its members, officers, employees, and agents who are duly licensed or otherwise legally authorized to render such professional services within Florida. This limitation on the rendition of services by a professional service corporation does not include employees who are not usually and ordinarily considered to be rendering professional services to the public for which a license or other legal authorization is required. Nothing in Chapter 621 of the FLORIDA STATUTES abolishes, repeals, modifies, restricts, or limits the various laws of Florida applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving the professional service and to the standards for professional conduct. Any officer, agent, member, manager, or employee of a PLLC is personally liable and accountable only for negligent or wrongful acts or misconduct committed by that person, or by any person under that person's direct supervision and control, while rendering professional service on behalf of the PLLC. The personal liability of shareholders in their capacity as shareholders of the PLLC is no greater in any aspect than that of a shareholder-employee of a limited liability company organized under Chapter 608. The PLLC is liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, agents, members, managers, or employees while they are engaged on behalf of the limited liability company in the rendering of professional services. No PLLC may engage in any business other than the rendering of the professional services for which it was specifically organized. This does not the PLLC from investing its funds in real estate, mortgages, stocks, bonds, or any other type of investments, or from owning real or personal property necessary for the rendering of professional services. No person can be admitted as a member of a PLLC unless that person is a professional corporation, a professional limited liability company, or an individual, each of which must be duly licensed or otherwise legally authorized to render the same specific professional services as those for which the PLLC is organized. No member of the PLLC is allowed to enter into any type of agreement vesting another person with the authority to exercise any of that member's voting power in the limited liability company. If any member, officer, shareholder, agent, or employee of PLLC who has been rendering professional service to the public becomes legally disqualified to render that professional service within Florida or accepts employment that, pursuant to existing law, places restrictions or limitations upon that person's continued rendering of such professional services, that person must immediately sever all employment with, and financial interests in the professional service limited liability company. A PLLC's failure to require compliance with this provision constitutes a ground for the judicial dissolution of the professional service limited liability company. No member of a PLLC can sell or transfer ownership interest in the limited liability company except to another professional corporation, professional limited liability company, or individual, each of which must be eligible to be a member of the limited liability company. Chapter 608 is applicable to a PLLC except to the extent that any of the provisions of Chapter 621 are interpreted to be in conflict with the provisions of chapter 608. In that event, the provisions and sections of Chapter 621 take precedence. PLLC Name A PLLC name may contain the last names of some or all of the individual shareholders or individual members and may contain the last names of retired or deceased former individual shareholders or individual members of the corporation, limited liability company, a predecessor corporation or limited liability company, or partnership. The name shall also contain: (a) The word "chartered"; or (b) the words "professional limited company" or the abbreviation "P.L.," in lieu of [instead of] the words "limited company" or the abbreviation "L.C." as otherwise required under §608.406. It shall be permissible, however, for the limited liability company to render professional services and to exercise its authorized powers under a name which is identical to its name except that the word "chartered," the words "professional limited company," or the abbreviation "P.L." may be omitted, provided that the limited liability company has first registered the name to be so used in the manner required for the registration of fictitious names. PRIOR TO FILING THE ARTICLES OF FORMING A PROFESSIONAL SERVICE LIMITED LIABILITY COMPANY WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF A PROFESSION, YOU SHOULD CONFIRM WITH THE EXAMINING/GOVERNING BOARD/AGENCY FOR YOUR PROFESSION THAT YOU ARE IN FULL COMPLIANCE WITH ALL OF THEIR RULES OR REGULATIONS. * * * Forms List The following forms are available for download with this package.  FL-PLLC: Articles of Organization & Transmittal Letter  FL-PLLC-1: Sample Operating Agreement  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  FL-PLLC-NR: Sample Notices & Resolutions Instructions on using the forms are either included with the forms and/or found in the Steps to form PLLC section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to form PLLC Step 1: SPECIAL NOTE: Neither Florida law nor the Florida Department of State provides a vehicle for the reservation of a LLC/PLLC name. However, you can call the Florida Department of State at 850-488-9000 and make inquiry as to the availability of a particular name. A name being available when you call does NOT guarantee that it will still be available when you file your Articles of Organization. When you are selecting a name for a LLC organized to render professional services, the following requirements apply: 1. The LLC name:  MAY contain the last names of some or all of the individual shareholders or individual members and may contain the last names of retired or deceased former individual shareholders or individual members of the LLC a predecessor LLC or partnership.  MUST contain the word "chartered"; or the words "professional limited company" or the abbreviation "P.L." 2. A LLC which renders professional services may render those services and exercise its authorized powers under a name which is identical to its name except that the word "chartered" or the words "professional limited company," or the abbreviation "P.L." may be omitted, IF the limited liability company has first registered the name to be used in the manner required for the registration of fictitious names (this USLF package does not address use of fictitious names). 3. Omission of the required words or abbreviations in the use of the name of the limited liability company shall render any person who knowingly participates in the omission, or knowingly acquiesces in the omission, liable for any indebtedness, damage, or liability caused by the omission. 4. A limited liability company name not contain language stating or implying that the limited liability company is organized for a purpose other than that permitted by Florida law and the LLC's articles of organization. 5. A limited liability company name may not contain language stating or implying that the limited liability company is connected with a state or federal government agency or a corporation or other entity chartered under the laws of the United States. 6. The name of the limited liability company is filed with the Department of State for public notice only and does not alone create any presumption of ownership beyond that which is created under the common law. The Department of State records the name without regard to any other name recorded. Step 2: See FORM: FL-PLLC ARTICLES OF ORGANIZATION and TRANSMITTAL LETTER Once you have selected the company name you are ready to complete and file the Articles of Organization. Instructions to complete the Professional Limited Liability Company Articles of Organization are included with the form. Step 3: Mail the original and one copy of the ARTICLES OF ORGANIZATION, plus the filing fee and fees for any other desired services (make check payable to Florida Department of State), to the address on the form. A transmittal letter to send with the Articles of Organization is included with the Articles of Organization form. Step 4: Complete an Operating Agreement. See FORM: FL-PLLC-1 SAMPLE OPERATING AGREEMENT Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS- SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 FEDERAL TAX ID APPLICATION AND INSTRUCIONS Step 6: Open a bank account and conduct business. Ongoing: Sample Notices and Resolutions are provided for your convenience. See FORM: FL-PLLC-NR SAMPLE NOTICES & RESOLUTIONS * * * Accessories U. S. Legal Forms, Inc. offers the following PLLC accessories: PLLC Seal: If you would like to order a PLLC seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your company name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed PLLC Membership Certificates: Preview Order for your state * * * SAMPLE OWNERSHIP LEDGER and SIMPLE MEMBERSHIP CERTIFICATE Ownership Ledger Name and Residence Address of PLLC Member Date of Transfer % Ownership Amount Paid Subsequen t Transfer Membership Certifcate No. ____ PROFESSIONAL LIMITED LIABILITY COMPANY- STATE OF FLORIDA Percentage: ___ This Certifcate certifes that ___________________________ is a true and lawful owner of ____ percent ownership of _____________________________, a Florida Professional Limited Liability Company. Such ownership interest is only transferable in accordance with the Operating Agreement between the Members, and according to law. This certifcate is issued by the Company’s duly authorized officers on this the ____ day of _________, _____. __________________ ___________________ Manager Manager (if more than one) Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located here: http://www.uslegalforms.com/disclaimer.htm . To view, click on the link, or copy it into the address window of your web browser. If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. * * * ~ Thank you for using USLF ~