OWNERS VS. OFFICERS

When forming a company in the State of Florida a couple of items that are taken into consideration are Ownership and Officers.  Florida has an excellent system for recording business filings in our Division of Corporations website – www.Sunbiz.org.  The website keeps important information, such as business address, status of the entity, company officers and annual report status.

While often an entity will have owners and officers in common, it is important to note that the Sunbiz website does not actually record ownership.  An individual may be appointed as an officer of a company with no ownership, just as an owner of a company does not also have to be an officer.

Instead, ownership is determined and recorded internally.  As the owner or owners of an entity in Florida, you have the authority to make changes to the distribution of shares at any time.  Two key things to be aware of when considering changes or establishment of ownership are keeping proper records and understanding liabilities and tax implications.

Any changes in ownership should always be made formal by recording any transactions in which ownership is awarded or purchased.  New membership or stock certificates should be issued as a measure of recording this change as well as tracking it within the company’s operating agreement and internal meeting minutes.  Taking this measure will go a long way in preventing any future discrepancies; financial or otherwise.

This will also affect the taxes each year as that individual will be included on the tax returns and be liable for a certain part of the reporting. It is always recommended to consult a tax attorney or accountant to ensure you understand all liabilities as they pertain to owning or changing the distribution of shares – especially when tax time rolls around.

If you are not certain about these items, we will always help you with what we can or point you in the direction of someone who will be able to. Contact us if you have any questions.