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

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.

03/30/2026

What is an operating agreement under Delaware law?

Let’s start with the basic state law. Operating agreements in Delaware are governed by the Delaware Limited Liability Company Act. This law is found under Title 6, Chapter 18 of the Delaware Code.

Under Delaware law operating agreements are referred to as a limited liability company agreement. In short, the company agreement is any agreement which can be written, oral, or implied, that is made between the members of the LLC and which governs the affairs of the company. The operating agreement can consist of one member or it can have multiple members. While it’s probably a good idea to have an operating agreement Delaware law does not mandate the members to have one.

If an operating agreement is in place the members and the company will be bound by its terms.

Critical Point No. 1: An operating agreement is not mandated by law. But it may beneficial to have one.

Enforceability. Delaware law places a strong emphasis on the integrity of operating agreements; and will enforce them to the extent their provisions do not violate the law. Under section 18-1101(c) of the Delaware code, it quite literally states that it is the policy of the State of Delaware to give maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.

Critical Point No. 2: The provisions of an operating will hold great weight in a court of law. This is consistent with Delaware’s commitment to freedom of contract.

Modifiable provisions. In Delaware, the members of an LLC have wide latitude in fashioning provisions in their operating agreements according to their desire except for very limited exceptions. If, however, the operating agreement does not address a specific issue or topic, then, by default, the Delaware LLC Act will control. Here are some examples of modifiable provisions which may be contained in an operating agreement.

1. Voting rights. The operating agreement can delineate the voting rights of the members or only a certain class or identified group of members. The operating agreement can also provide that any member or specified group of members will have no voting rights at all.

2. Penalties. The operating agreement may impose certain penalties upon a member of the company if the member fails to comply with certain provisions of the document.

3. Management. The operating agreement can delineate how the LLC is managed. By default, if the operating agreement does not say so, the management of the LLC will be vested in the members in proportion to their profits interest in the company. However, the operating agreement can specify that the company will be managed by a designated manager. The operating agreement can also delineate how the manager is to be chosen by the company.

4. Profits and Losses. The allocation of profits and losses to the members will be governed by the operating agreement. But, if the operating agreement is silent as to how profits are allocated, then profits and losses will be allocated based upon the agreed value of the contributions made by each member to the company.

5. Transfers of Interests. Generally, a member’s interest in the Delaware LLC is assignable or transferable to another party. However, the operating agreement has broad authority to restrict such transfers. This can be a useful tool for the existing members who do not want “outsiders” to seize control of the company or share in its profits.

Critical Point No. 3: Most provisions of an operating agreement in Delaware are modifiable by the members, which gives the members great latitude in fashioning the agreement according to their needs and desires.

03/14/2026

How do you form a nonprofit in Ohio?

To create a new nonprofit organization in Ohio you will need to file articles of incorporation with the Ohio Secretary of State. The form in Ohio that you would use is Form 532B.

Nonprofit corporations in Ohio are governed by Chapter 1702 of the Ohio Revised Code. The articles of incorporation for the nonprofit must contain the following information:

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. The place in the state of Ohio where the principal office of the corporation is to be located. You should also include the county information as well.

3. The purpose for which the corporation is formed. In Ohio, a nonprofit corporation may be formed for any legal purpose.

4. The articles must contain the corporation’s statutory agent who will receive service of process. The agent can be a natural person who resides in Ohio or a business entity that has an Ohio address. However, post office boxes and commercial mail receiving agency addresses are not allowed. The statutory agent must also sign the acceptance of appointment on the articles of incorporation.

The articles of incorporation must then be signed by the incorporator. The filing fee is $99.00. Be sure to submit the Form 532B to the Ohio Secretary of State.

In addition, if you intend to set up a nonprofit charity in Ohio you may be required to file a registration statement with the Ohio Attorney General’s office if you intend to solicit contributions in the state of Ohio. Certain organizations, however, are exempt from this registration requirement. It may be a good idea to seek further legal advice on any registration requirements to solicit donations in Ohio. You can also contact the Attorney General’s office for further information.

03/01/2026

How do you create a power of attorney in Ohio?

The making of a power of attorney in Ohio is governed by the Uniform Power of Attorney Act. A power of attorney in Ohio is a writing that grants authority to an agent to act in the place of the principal. A principal is the person who grants the authority to an agent in the power of attorney. The agent is the person who receives authority to act for the principal.

To make a power of attorney in Ohio the principal is required to sign the document personally. In the alternative the principal may direct someone else to sign the principal’s name on the power of attorney document. A power of attorney does not need to be notarized in Ohio. However, the principal’s signature on the document is presumed to be genuine if the power of attorney is properly notarized.

Once executed the power of attorney is effective. However, the power of attorney document may provide that it will become effective at a future date or future contingency. Also, under Ohio law a power of attorney, if properly executed, is automatically durable without having to include any specific language to that effect. The exception is the power of attorney will not be durable if there is language in the document that expressly states that the power of attorney is terminated once the principal becomes incapacitated.

If the power of attorney is durable this means that the power of attorney remains effective even if the principal becomes incapacitated.

Certain acts of the agent are only permitted if the agent receives express authority from the principal to take those specific actions, which include:

1. Creating, amending or revoking a trust.
2. Making gifts.
3. Creating or changing rights of survivorship.
4. Creating or changing a beneficiary designation.
5. Delegating authority granted under the power of attorney.

Ohio has a statutory form power of attorney which may be used to comply with Ohio’s Uniform Power of Attorney Act. The statutory form is found under section 1337.60.

02/14/2026

What is the SBA 7(A) Loan Program?

The SBA's 7A program is one of the agency's most popular loan programs for small business. The primary purpose of the program is to help small businesses obtain financing when they might not qualify for conventional loans.

The loans are furnished by lenders, not the SBA. However, the SBA will provide certain loan guarantees to the SBA lenders, who, in turn, provide the funding to the small businesses based on the guarantees.

Eligibility. Among other things, to be eligible the business must (a) be a for-profit business operating in the US, (b) meet the SBA's definition of a small business, and (c) demonstrate a need for the loan and ability to repay it.

Loan Terms. The maximum loan amount under the 7A program is $5 million. The loan can be used for working capital, refinancing business debt, acquiring real estate, purchasing machinery and equipment, among other uses.

One of the ways you can find an SBA lender is through the site's lender match tool.

02/14/2026

how do you form an LLC in Ohio?

To create a new LLC in Ohio articles of organization must be filed with the Secretary of State.

You can submit the articles by using Form 610, “Articles of Organization for a Domestic Limited Liability Company”. This Form can be obtained on the secretary of state's website. The filing fee is $99. The form contains the mailing instructions to submit your LLC to the state.

The articles of organization document will contain the following:

1. The name of the limited liability company. The name must include a designator, such as “limited liability company”, “limited” or “LLC”. Your LLC name must be distinguishable from the names of any other business entities on the records of the secretary of state.

2. You can have a purpose clause in your articles but it is not required.

3. The name and street address of the LLC’s statutory agent. The statutory agent must sign a written acceptance of appointment. The statutory agent’s address must be an Ohio address. The statutory agent must be either a natural person residing in Ohio or a business entity which has an Ohio address.

After completion of all of the information on the filing form page 4 must be signed by the organizer. The $99.00 fee must be made payable to the Ohio Secretary of State.

As an alternative, the LLC can be filed online from the Ohio secretary of state’s website without using the Form 610.

02/11/2026

What is an SBA microloan?

The SBA's microloan program provides loans to small businesses for up to $50,000. The loans are provided by nonprofit community-based intermediary lenders within assigned territories across the country. These intermediaries administer the SBA's microloan program.

The intermediary lender will have its own lending and credit requirements.

Use of Microloans. Loan proceeds can be used for different purposes to help small businesses succeed. Proceeds can be used for working capital, inventory, supplies, furniture, fixtures, machinery and equipment. However, proceeds from a Microloan cannot be used to buy real estate or to pay existing debts.

02/07/2026

How do you make a will in Ohio?

A will can be made by any person who is at least 18 years old. To make the will the person must be of sound mind and memory and not under restraint.

To make a valid will in Ohio (except for certain oral wills) the following requirements are needed:

1. The will must be in writing. The will can be handwritten or typed.

2. The will must be signed at the end of the document by the testator. Or the will can be signed by another person in the testator’s conscious presence and at the testator’s express direction.

3. The will must be attested and subscribed by at least two competent witnesses in the conscious presence of the testator. The witnesses must be able to see the testator subscribe or hear the testator acknowledge his or her signature.

What does it mean for the witnesses to be in the “conscious presence” of the testator?

Under Ohio law this means that the witnesses must be within the range of any of the testator’s senses (e.g., sight or touch). However, the witnesses must be within physical proximity to the testator. Use of remote electronic communication devices like telephone and electronic communication does not count.

A witness to a will must be at least 18 years old.

A will, after ex*****on, can be deposited by the maker in the probate court in the county where the maker lives.

01/31/2026

Be an LLC and Taxed like an "S" Corporation.

Here are 3 reasons why a business owner might want to incorporate as an LLC and be taxed as an S corporation.

Reason #1: Savings on self-employment taxes. Self-employment tax includes Social Security and Medicare taxes. The total tax is 15.3%. If you have a normal LLC (without an S corporation election) all profits are subject to SE taxes. But if your entity is an LLC and taxed as an S corporation ONLY the owner's salary is subject to SE taxes. The profits of the LLC are exempt from SE taxes.

Reason #2: Limited Liability Protection. With an LLC the owner's personal assets are protected from the liabilities of the business.

Reason #3: LLC's have operational flexibility. LLC's are easier to manage than running a traditional corporation. LLC's don't have to have formal meetings and the management structure is very flexible. Record keeping requirements are more manageable.

Joseph J. Rosen, PA - Business and Insurance Attorney

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