Joseph J. Rosen, PA - Business and Insurance Attorney, 2385 NW Executive Center Drive, Ste. 100, Boca Raton, FL (2026)

07/17/2026

Profits and LLC's: How to keep your profits going

When running your business your eye will ultimately focus on turning a decent profit.

In simple terms, profit comes down to the difference between how much revenue the business earns versus the amount of expenses the business incurs. In short, your profit is what’s left after all of the expenses of the business are deducted from revenues.

Often times, many businesses will hope and pray that, after a given year of running the business, some profit will remain so as to keep the business afloat. But this sort of hopeful way of running your business is not necessarily the best way to ensure that your profits will grow steadily and nicely into the future. Further, if you just have one operating account for your business, which is very typical, the funds in that account tend to get spent without much discipline.

I recently read a book about taxes and LLC’s. This book suggests a methodical way to run the finances of your business. More specifically, it suggests an approach that helps a business owner focus on protecting and growing their profits.

It’s called the Profits First method. In short, here’s how it works. Let’s assume you’ve got a small business LLC. Your business earns about $10,000 per month in gross revenue. The Profits First method creates an accounting system where you physically separate your income into four different accounts.

Instead of dumping your monthly income into a single operating account, you will divide your income generated into these four accounts: Profit, Owner’s Pay, Taxes, and Operating Expenses. If you’re earning about $10,000 per month you would divide the revenue as follows: 5% goes to Profit, 15% goes to future taxes, 50% goes to Owner’s Pay, and 30% goes to Operating Expenses.

By applying this method each month you will better ensure that each critical financial category of your LLC is being attended to.

For instance, when tax season arrives you will be ready to take care of your tax obligations from the tax account. Also, by separating your income into a profit account you can help grow your business for the future. For instance, the money that is growing in the profit account can be reinvested in the business, used to pay for additional advertising, or those funds can be applied to buy other assets. The Profits First method can help you better gauge your operating expenses. With a separate account you can see whether or not your expenses are too high or maybe even too low, and then you can adjust accordingly.

Ultimately, I think the most important lesson of the Profits First method is that it teaches business discipline.

07/03/2026

How do you form a nonprofit in Wyoming?

In this article I discuss how to create and file a nonprofit entity in Wyoming.

Nonprofits in Wyoming are governed by the Wyoming Nonprofit Corporation Act. To create a new nonprofit in Wyoming articles of incorporation must be filed with the Wyoming Secretary of State. You can file the articles online or submit a paper filing to the Secretary of State. The filing fee is $50.

Articles of Incorporation

The articles of incorporation for a Wyoming nonprofit must contain the following information:

1. The articles must have a corporate name. However, there are certain restrictions on what corporate name you can use. For instance, generally, the corporate name that you use must be distinguishable from any other business names which are listed in the records of the secretary of state.

2. The articles must indicate that it is one of the following:

(i) a religious corporation,

(ii) a public benefit corporation, or

(iii) a mutual benefit corporation.

If your nonprofit is primarily or exclusively organized for religious purposes then you will be considered a religious corporation. If your nonprofit is generally charitable in nature then you will likely be considered to be a public benefit corporation.

3. The articles must state the street address and name of the corporation’s registered agent. The registered agent may be an individual person who is resident in Wyoming; or, the registered agent can be a legal entity that is authorized to transact business in Wyoming.

Importantly, the registered agent must have a physical address in Wyoming. If the registered office includes a suite number it must be included in the registered office address. A drop box is not acceptable. A P.O. Box will be acceptable if it is listed in addition to a physical address.

4. The articles must contain the name and address of each incorporator.

5. The articles must state whether or not the corporation will have members. “Members” are individuals who typically have the right to vote for the board of directors. If the board of directors elects itself then it will not have members.

6. The articles must contain provisions with regard to the distribution of assets upon the dissolution of the corporation. For charitable nonprofits it is advisable to track the "dissolution" language which is furnished by the Internal Revenue Service.

Submission

Once your articles are completed you must then submit the articles of incorporation to the secretary of state. After your articles are duly filed with the state you should obtain an employer identification number (EIN) from the IRS.

Charitable Tax Exemption Application

If you plan to form a charitable nonprofit the final step is to submit your Wyoming nonprofit corporation for tax exemption with the IRS. The form to use with the IRS is Form 1023, Application for Recognition of Exemption Under Section 501c3 of the Internal Revenue Code.

Annual Report. An annual report for your Wyoming nonprofit is due on the first day of the anniversary month of formation. If you don’t pay the annual report fee within 60 days of the due date the nonprofit will be dissolved by the state.

06/20/2026

In this article I discuss how to file an LLC in Wyoming.

LLC’s in Wyoming are governed by the Wyoming Limited Liability Company Act. This law is found under Title 17, Chapter 29 of the Wyoming Code. To create a new LLC in Wyoming articles of organization must be submitted and filed with the secretary of state.

The articles of organization for a Wyoming LLC must contain the following information:

1. The name of the limited liability company.

Under Wyoming law any of the following designators must be used to accompany the name of your new LLC:

a. the words “Limited Liability Company”;
b. “LLC” or “L.L.C.”
c. “Limited Company”
d. “LC” or “L.C.”
e. “Ltd. Liability Company”
f. “Limited liability co.”
g. “Ltd. liability co.”

2. The street address of the limited liability company’s initial registered agent.

3. The name of the initial registered agent.

4. The articles must also contain a written consent to appoint that is signed by the registered agent.

Registered Agent for your LLC

Before you file the LLC, make sure that your registered agent satisfies all of the requirements of Wyoming law. The registered agent can be an individual person who is resident in Wyoming, or, it can be a legal entity that is authorized to transact business in Wyoming.

Very important: The registered agent must have a physical address in Wyoming. If the registered office includes a suite number it must be included in the registered office address. A drop box is not acceptable. A P.O. Box will be acceptable if it is listed in addition to a physical address.

Filing

Once your articles are completed you will need to submit the articles of organization to the secretary of state. You can file the articles online or submit a paper form to the secretary of state. The Wyoming filing fee is $100.00. But if you file online there is a small credit card processing fee of 2.4%. For paper filings you must make a check payable to Wyoming Secretary of State.

Annual Report. An annual report for your Wyoming LLC is due on the first day of the anniversary month of formation. For example, if the initial filing date for your LLC is May 15, your annual report will be due on May 1 of each year thereafter. If you don’t pay the annual report fee within 60 days of the due date your LLC will be dissolved by the state.

06/06/2026

How to start a restaurant or take out in Florida

To start a restaurant in Florida you’ll need to comply with certain requirements as provided under the laws of that state. When we talk about a “restaurant” this could mean the typical seated establishment where patrons are seated and served by attendants, i.e., servers. But it could also refer to the “take-out”, where patrons are not seated but go and pick up their food or have their food delivered to them.

This article covers both the “dine in” and the “take out”.

For purposes of Florida law, as found under Chapter 509, a public food service establishment must be properly licensed with the Division of Hotels and Restaurants (the “Division”) before it may commence its food service operations. The Division is a branch or arm of the Department of Business and Professional Regulation. For an abbreviated definition, a “public food service establishment” is any building, vehicle, place or structure where food is prepared, served, or sold for immediate consumption on or in the vicinity of the premises.

Food Service Establishment Licensing Process

For a seated establishment or non-seated establishment, some options are available in terms of getting duly licensed. To reiterate, a new food service establishment must be licensed. Moreover, new owners of existing establishments must obtain a license from the Division as well. One available option is that you can apply for a seating establishment license or non-seating establishment license without plan review.

Licensing Without Plan Review

Under this option, your plan review will have already been approved, or, your specific situation may not require plan review. If you’re just applying for a license, without plan review, then you’ll need to make application with the Division under Form DBPR HR-7007, Application for Public Food Service Establishment License. You may obtain this application from the Division’s website, or, you can call them at 850-487-1395.

Before submitting your application to the Division, however, you could be required to do the following:

· Obtain a beverage license, if it’s applicable to your food service establishment. In this event, you should contact the Division of Alcoholic Beverages and To***co for an application.

· Obtain your Florida Sales Tax Number or obtain proof of exemption. To do so, you should contact the Florida Department of Revenue, Sales Tax Division, at 800-352-3671.

· Obtain your entity’s Federal Employer Identification Number, otherwise known as your entity’s Tax ID. You can do so by going to the IRS’s website.

Plan Review

Another option available to both the seated and non-seated establishment is by making application for plan review only. In some circumstances, you may only need to apply for plan review without getting a license. Or, you may need to apply for plan review in addition to getting licensed with the Division.

“Plan review” is legally required under the following circumstances:

(1) when the food service establishment is newly built.

(2) when the food service establishment is converted from another use.

(3) when the food service establishment is remodeled.

Or,

(4) when the food service establishment is reopened after being closed for at least one year.

The Division must review the facility’s plans in order to assure proper sanitation and safety of the proposed establishment. To make application for plan review, a seated or non-seated establishment must submit Form DBPR HR-7005, Application for Plan Review, to the Division. You can obtain this form at the Division’s website or by calling the Division at the phone referenced in this article above.

License and Plan Review Simultaneously

If your food service establishment needs to get licensed and submit for plan review, there is a separate application for this. A seated and non-seated establishment can do so by submitting DBPR HR-7030, Application for Public Food Service Establishment License with Plan Review, to the Division. This application packet will include everything that is necessary for you to apply for the food service establishment license, including plan review. The Division recommends that this application be submitted at least thirty days before you plan to begin your operations.

Pass a Safety Inspection

Once it is newly licensed, a food service establishment must also pass an inspection prior to opening. To schedule an inspection of your new facility you should contact the Division at 850-487-1395.

Change of Ownership

Florida law does not permit the transfer of a food establishment license from one individual to another without complying with specific legal requirements. To accomplish change of ownership of a seated or non-seated license, an online service application is available on the Division’s website. For further assistance in completing a change of ownership application the Division’s contact number is 850-487-1395.

Food Service Manager Certification

Florida law requires food service managers to go through training and get properly certified. As mandated by Florida law, all managers who are employed by a food service establishment are required to pass an approved test and receive a certificate that attests to same. All food service establishments in Florida are also required to provide proof of food service manager certification to the Division of Hotels and Restaurants at its request.

06/06/2026

How to get your license as a cosmetologist in Florida

If you want to work as a cosmetologist in Florida there’s a licensing process you’ll need to get through. Similarly, a cosmetology salon also must submit to a specific licensing process.

The licensing process is administered by the Department of Business and Professional Regulation (the “Department” for short). The Board of Cosmetology generally oversees this profession in Florida.

Florida Cosmetologist License Process

A person who wants to become licensed as a cosmetologist must apply to the Department for a license. The cosmetologist license application, by examination, is the “Cosmo 1”. You can obtain the Form Cosmo 1 from the Department’s website. In order to apply for your license with an examination, the basic eligibility requirements are as follows:

(a) Be at least 16 years old or have received a high school diploma.

And,

(b) Pay the required application fee.

As stated, if you’re applying for the license by examination, the law requires the applicant to complete at least 1200 hours of school training in a cosmetology school or program which is authorized by law. You can apply for the license “online”, or you can mail in the print application to the Department. If you decide to mail the check to pay the application fee you should make the check payable to the Department of Business and Professional Regulation.

The Board of Cosmetology has established procedures by which the applicant becomes eligible to take the examination. Once the applicant receives a passing grade on the examination, and after paying the initial licensing fee, the applicant will receive his or her cosmetology license. If the applicant passes all parts of the exam he or she may begin to practice as a cosmetologist during the time between passing the exam and receiving a physical copy of his license, so long as the licensee practices under the supervision of a licensed cosmetologist in a licensed salon.

Licensing by Endorsement - Cosmetologist

If you’re a duly licensed cosmetologist in another state you can get your license in Florida through a process called endorsement. If you should qualify by endorsement then you do not need to take an examination. An applicant from another state who desires to be licensed this way would need to submit Form Cosmo 4-B, Cosmetology Licensure by Endorsement from Another State, to the Department. Based upon the latest information available the application fee is $95.00.

Specialists

A person may also register as a specialist in one of the specialty practices of cosmetology. You can register to become a nail specialist, facial specialist, or full specialist. A “full specialist” is a person who has the authority to provide any services which are permitted under a nail specialist registration or a facial specialist registration. To register for any one of the specialist registrations in Florida you must submit Form Cosmo 1 to the Department with the appropriate fee. Note that this is the same form that is used to apply to become licensed generally as a cosmetologist.

Florida Cosmetology Salon

If you want to operate a cosmetology salon in Florida, you must apply for a license from the Department. The application will be on Form Cosmo 6, Application for Salon Licensure. The application fee, based upon current knowledge, is $95.00. You can apply for a salon license either online or use a printable application. If the Department issues a license to a cosmetology salon, state law does not allow the salon license to be transferred to another person. However, the salon license may be transferred from one venue to another with the approval of the Department of Business and Professional Regulation.

05/31/2026

How to get your license as a barber in Florida

If you want to get your license as a barber in Florida, or start a barbershop, you’ll need to comply with certain licensing requirements.

The regulation of barbers is administered by Florida’s Department of Business and Professional Regulation (“DBPR”). By statute, the Barbers’ Board is an appointed panel which is generally responsible for adopting rules and regulations to assist with the regulation of barbers in Florida.

A person who wants to be licensed as a barber must apply to the DBPR to get his or her license.

License by Examination

To be eligible for the barber’s license through an examination, you’ll need to meet the following requirements:

1. You must be at least 16.

2. You must pay a mandatory application fee. And,

3. You must hold an active valid license to practice barbering from another state for at least one year.

However, if you don’t have an active barbering license from another state you are still eligible to make application for your license so long as you have obtained a minimum of 1,200 hours of training at a barbering school or program which is authorized by law to provide such training.

Once you have satisfied the foregoing requirements, and you have passed the examination, you may obtain a license as a barber.

License by Endorsement

You can also obtain your barber’s license by a procedure called endorsement. This means, essentially, that you do not need to take an examination as a precondition to licensure. To get licensed by “endorsement” the applicant would need to hold a current active license in another state or country and demonstrate the qualifications which are similar to the qualifications required of applicants in Florida.

Barbershop License

A barbershop must also receive its own license to properly operate in Florida. A barbershop generally refers to a place of business from which the practice of barbering is carried on. Before he or she can open a barbershop, the applicant must:

1. Submit an application on forms prescribed by the DBPR.

2. Pay a mandatory registration fee. And,

3. Meet certain safety and sanitary requirements as required by law.

Each barbershop must display its shop license in a conspicuous place, and each barber’s certificate must be displayed as well.

New Ownership

If there is going to be new ownership of a barbershop Florida Statutes prohibit the transfer of the name of the original licensee to another person. A new owner must file a new application with the DBPR and pay the appropriate application fee. The old license must also be surrendered with the application for new ownership. A new license will then be issued to the acquiring owner.

05/30/2026

How to become a private investigator or security officer in Florida

In Florida, if you’re interested in becoming a private investigator, or if you want to get into the private security arena, you’ll need to get licensed with the appropriate agency. The licensing and regulation of a private investigative agency and security agency are governed by Chapter 493 of the Florida Statutes. The agency which regulates private investigation and security services is the Department of Agriculture and Consumer Services (the “Department”).

Private Investigations.

A private investigative agency is generally defined as a person who, for compensation, is engaged in the business of furnishing private investigations. The law defines “private investigations” to include, among other things, the collection of information concerning crimes or wrongs performed against a governmental unit, monitoring the identity, habits, conduct, movements of any person or group of persons, and identifying the whereabouts of missing persons.

To start a private investigative agency the person or firm will need to make application for a Class “A” license. A Class “A” license is only valid for one location, and each branch office of a Class “A” agency would be designated with a Class “AA” license. Any individual person who intends to perform the services of a private investigator will be deemed to have a Class “C” license. To apply for a Class “A” private investigative agency license the application fee is $450. To apply for a Class “C” private investigator license the application fee is $75.

To submit an application as a private investigator (Class “C”) the applicant must have two years of lawfully gained, verifiable experience or training in any of the following: private investigative work, college coursework which relates to criminal justice, criminology, or law enforcement administration (or the successful completion of any law enforcement-related training received from an appropriate government agency), or the applicant can have gained experience with a Class “CC” licensed intern. The internship work will be done at a licensed private investigative agency.

Further, to hold a license as a private investigator, you must pass an examination that is administered by the Department. The application to become a private investigator is known as the Application for Class “C” Private Investigatory License”. You can retrieve the application on the Department’s website.

Security Services and Security Agencies.

A “security agency” refers to any person or firm who, for compensation, is engaged in the business of furnishing security services, armored car services, or transporting prisoners. If you want to establish a security agency you will need to make application for a Class “B” license. Each branch office of a Class “B” security agency will be designated as having a Class “BB” license.

If you want to become a security officer you will need to make application for a Class “D” license. A security officer is a natural individual who, for compensation, performs bodyguard services, guards persons or property, attempts to prevent theft or unlawful taking of goods, and performs such other related services as defined by applicable law. A security officer also may engage in the transportation of prisoners.

To apply for a Class “B” security agency license the application fee is $450. To apply for a Class “D” security officer license the application fee is $45. Among other things, an applicant to become a security officer must submit proof of his or her successful completion of a minimum of 40 hours of professional training at a school or training facility that is licensed by the Department of Agriculture.

A Class “D” licensed security officer, when performing his or her official duties, is required to wear a uniform which contains a patch or emblem that clearly identifies the security officer’s employing agency.

05/10/2026

How do you form a Delaware nonprofit organization?

To create a new nonprofit organization in Delaware you will need to file a certificate of incorporation for an exempt corporation with the Delaware Division of Corporations. Before we get into the steps needed to be taken to form a Delaware nonprofit let’s quickly review the governing law in Delaware.

In Delaware, the formation of a nonprofit organization is governed by the Delaware General Corporation Law. In Delaware, nonprofit organizations that are charitable in nature are generally referred to as “exempt corporations”. An exempt corporation in Delaware is an organization that is typically organized for charitable or religious purposes.

To create your exempt corporation in Delaware the certificate of incorporation must contain the following:

1. The name of the corporation. The name of the corporation must be distinguishable from any other name in the records of the secretary of state.

2. Registered Agent. You must list the name and address of the registered agent that is located in Delaware. This will be the person or company that will accept service of process on behalf of the nonprofit corporation.

3. Purpose clause. As an exempt nonprofit corporation the certificate of incorporation must state, “This corporation shall be a nonprofit corporation.” If, however, the exempt corporation will apply for tax exempt status as a 501c3 organization with the IRS, the certificate must also contain purpose and dissolution clauses as required by the IRS. This information can be found, for instance, under Publication 557 of the IRS.

4. Conditions of membership. You must list the conditions of membership in the certificate of incorporation. One way to handle this provision is to state that the conditions of membership shall be stated in the bylaws. Or, if there will be no membership in the nonprofit, that statement can be made as well.

5. Incorporator. List the name and mailing address of the incorporator for the corporation. The corporation itself cannot be its own incorporator.

The document must be signed by the incorporator as listed in the certificate. The name of the person must be typed or written legibly underneath the signature.

The fee to file the certificate is $109.00. If the document is more than one page you must include $9.00 for each additional page. Once processed you will receive a stamped “filed” copy of the submitted document. The payment should be made payable to the “Delaware Secretary of State”. It is also advisable to include a cover letter with your proposed certificate of incorporation and the processing fee. The cover letter should include your name, address and telephone number.

Finally, Delaware requires an annual report to be filed by the exempt corporation by March 1 of each year following the calendar year in which the corporation was formed. The fee to file the annual report is $25.00.

05/09/2026

What is Florida reemployment tax?

If you are an employer in Florida you could be subject to Florida’s reemployment tax. This tax obligation is essentially the state’s unemployment tax on employers. The state derives its authority to charge reemployment tax pursuant to Chapter 443 of the Florida Statutes, which is codified as the “Reemployment Assistance Program Law”.

Reemployment assistance is intended to provide temporary income to workers who lose their jobs through no fault of their own. The reemployment tax is paid by employers. The tax is then collected by the Unemployment Compensation Trust Fund. This Fund’s purpose is to pay reemployment assistance benefits to eligible claimants. The program is administered by the Florida Department of Economic Opportunity.

Workers do not pay any portion of reemployment tax in Florida. Employers are responsible for paying reemployment tax to the state. However, only the first $7,000 of each employee’s wages in a calendar year is subject to the tax. An employer will be liable to pay reemployment tax under the following conditions:

· An employer who paid at least $1,500 of wages in a calendar quarter during the current or preceding year; or,

· An employer who had one or more employees for a day (or portion of a day) during any 20 weeks in the current or preceding calendar year, regardless of whether the weeks were consecutive;

There are additional defined conditions pursuant to which an employer could be liable to pay reemployment tax in Florida. For further information, you should contact the Florida Department of Revenue.

Employers must register with the Florida Department of Revenue in order to report and pay the tax. Employers may either register online by going to the Department of Revenue’s website, or, they can submit Form DR-1, Florida Business Tax Application, to the Department of Revenue.

To pay the tax itself, employers must file an Employer’s Quarterly Report with the Florida Department of Revenue. The quarterly reemployment tax payment is made via Form RT-6. The Employer’s Quarterly Report is due on the first day of the month that immediately follows the end of each calendar quarter. It will be timely filed if the Quarterly Report is filed either electronically, post marked, or hand delivered on or before the last day of the month following the calendar quarter.

The first quarter’s (January through March) Quarterly Report will be due on April 30.

The second quarter’s (April through June) Quarterly Report will be due on July 31.

The third quarter’s (July through September) Quarterly Report will be due on October 31.

The fourth quarter’s (October through December) Quarterly Report will be due on January 31.

04/18/2026

How do you create an LLC in Delaware?

By way of quick background:

LLC’s in Delaware are governed by the Delaware Limited Liability Company Act. This law is found under Title 6, Chapter 18 of the Delaware Code. The actual creation of an LLC in Delaware is governed by Section18-201, which is part of subchapter II of the Delaware Limited Liability Company Act. That’s the quick legal backdrop.

Now let’s get to the actual formation requirements for a Delaware LLC.

To create a new LLC in Delaware a certificate of formation must be filed with the office of the secretary of state.

The certificate of formation document must contain the following:

1. The name of the limited liability company. Under Delaware law (that is, section 18-102), the name of the LLC has to meet certain requirements. Otherwise, it won’t satisfy the dictates of Delaware law.

First, the name of the company must contain the words, “Limited Liability Company” or the abbreviation “L.L.C.”, or the designation “LLC”; Second, the name has to be unique within the records of the Delaware Secretary of State; meaning, your LLC name has to be distinguishable from any other corporate name which is registered with the office of the secretary of state.

2. There needs to be an address of the registered office in Delaware and the name and address of the registered agent.

What is a registered office? A registered office will be the office of the registered agent. It can be the place of business of the LLC but it does not need to be. However, the registered office must be located in Delaware.

3. Signature. The document must be signed by an authorized person of the LLC. The authorized person can be any person unless the LLC has a limited liability company agreement which says otherwise.

Once that is done, now you will need to submit the certificate of formation to the secretary of state.

The fee in Delaware to file the certificate of formation is $110.00. Once filed, you will receive a stamped “filed” copy of the submitted document. If you want a certified copy of the document it’s an additional $50.

When filing the certificate of formation it’s advisable to include a cover letter to the Delaware Division of Corporations which includes your name, address, and telephone and fax number so that the authorities can contact you if necessary.

Annual Franchise Tax. Delaware charges an annual tax in the amount of $300 for the LLC. The tax is due on June 1 of each year following the calendar year in which the certificate of formation became effective. You just have to pay the tax. There is no requirement to file an annual report. If you fail to pay the annual tax on time there is a $200 penalty charged plus 1.5% interest per month. So, make sure that you pay the annual tax before the due date.

And that's how you set up a Delaware LLC.

Joseph J. Rosen, PA - Business and Insurance Attorney

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