What is a fictitious name?
A fictitious name means any name under which a person transacts business in this state, other than his legal name. Business means any enterprise or venture in which a person sells, buys, exchanges, barters, deals, or represents the dealing in any thing or article of value, or renders services for compensation. Legal name means a person's given name, or an entity that has been properly registered. Examples: trademarks, service marks, corporations, limited partnerships.

When is it necessary to file a fictitious name?
The Florida Statutes state that a fictitious name "means any name under which a person transacts business in this state, other than his legal name." Your legal name means any name that you have already filed or your given or married name (both first and last name.) Fictitious names are registered for "public notice" purposes to insure the public will know "who" they are doing business with. Example: "Carol's Garden Shop, Inc." Is a corporate legal name not a fictitious name. "Carol's Garden Shop" (not on file as a corporation) is a fictitious name and would require registration with the Division of Corporations. "Carol Green's Garden Shop" contains the legal name (first and last name) of the owner of a business and, although it is not filed as an entity, it is not necessary to file as a fictitious name either. Fictitious Names are also referred to as D/B/A's. If a corporation transacts business under a name other than its legal corporate name, that name must be registered as a fictitious name. Example: "Computer Solutions and Technology Experts, Inc." is a corporate name. The d/b/a, "Computer Solutions", is a fictitious name that must be registered. A filed corporate or partnership name is that entity's legal name and there is no need to file that name again as a Fictitious Name.
Is there a difference between a corporate name and a fictitious name?
A corporate name is the name of a filed business entity. The name is checked prior to use to assure that it is distinguishable from other entities the records of the Department of State. The exact name will not be granted to another business entity. A fictitious name is a registration only and is for "notice" purposes to the public. There are no ownership rights in a fictitious name and the name is not protected against use by anyone else. The same fictitious name can be used repetitively.

Why should I incorporate or form a limited liability company (LLC)?
The biggest benefit to incorporating or forming an LLC is the opportunity to separate your personal identity from your business, reducing the likelihood of personal assets being affected by business debts or lawsuits. Other benefits include possible tax advantages, easier access to capital funding, anonymity of ownership and centralized management.

Differences between an LLC and a S Corporation
It's smart to protect personal assets from business debts and liabilities. Both owners of S Corporations and LLC's enjoy limited personal liability. By contrast, sole proprietors and partners have unlimited personal risk.

Traditionally, business owners who chose to form an entity to protect personal assets but allow income/losses to be reported on a personal tax return had to create an S Corporation. Today, that can also be accomplished with an LLC. All 50 states and District of Columbia recognize LLC's, and their popularity has soared. Nolo's Legal Guide for Starting and Running a Small Business states, "For the majority of small businesses, the relative simplicity and flexibility of the LLC make it the better choice. This is especially true if your business will hold property, such as real estate, that's likely to increase in value."

Both S Corporations and LLCs allow owners to avoid "double taxation" and to pay income taxes on a flow-through basis like sole proprietors and partners. However, LLC's are quickly becoming a preferred entity among small business. Here are some key examples of the benefits of an LLC verses an S Corporation:

-- An LLC is simpler and faster to form. It may be formed in one step, while an S Corporation election can only be made after a General Corporation is formed first.

-- An LLC is not required to hold annual meetings or to keep formal minutes, while an S Corporation is required to do so.

-- LLC members can split profits/losses in any way they choose. In an S Corporation, shareholders must receive dividends according to the number of shares that they own, regardless of the amount of effort put into the business.

-- An LLC can be owned by any combination of individuals or business entities. Only United States citizens and resident aliens may own an S Corporation .Other entities generally may not own an S Corporation.

While many business owners are enjoying the simplicity and flexibility of the LLC, it may not be the best choice in every case:

-- Enticing or compensating employees with stock options or stock bonuses requires forming a corporation since LLC's do not issue stock.

-- S Corporation shareholders pay Medicare and Social Security tax only on money received as wages or salary, but not on profits received as dividends or that stay within the company. Under certain conditions, LLC members may need to pay Social Security and Medicare taxes on the entire amount of LLC profits. In particular, LLC's that provide professional services such as health, law or engineering should consult a tax advisor on this issue.

What is a Non-Profit Corporation?
State laws distinguish between for-profit (stock) corporations and non-profit (non-stock) corporations.
A non-profit corporation often involves an organization whose primary objective is to support some issue or matter of private interest or public concern for non-commercial purposes.
Examples of non-profit types might relate to the arts, charities, education, politics, religion, research, sports or some other endeavor.
Under the Federal Tax Code Section 501(c), a tax-exempt corporation cannot pay dividends and, upon dissolution, must distribute its remaining assets to another nonprofit group.

What do the abbreviations for officers and directors stand for?
There are 4 characters in the officer field with no spaces in between. The abbreviations are common but some can have different meanings. The most frequently used symbols are: P - President, Pastor; VP - Vice-President; S - Secretary; T - Treasurer; C - Chairman, Cashier; D - Director, Deacon. In some instances, if space allows, 2 or more characters will be used for an abbreviation. Example: AS - Assistant Secretary; CEO - Chief Executive Officer. If one person serves in 4 capacities it may appear to be confusing but can be deciphered. Example: PDTS is President, Director, Treasurer and Secretary. Finally, some churches, or civic organizations may have unfamiliar offices or titles. Example: S - Sister: B - Brother

When forming a limited liability company, what is the difference between members and managers?
Members are the owners of the company. Managers are hired from outside of the company.

**Note: True Vision Logistics & Administrative Services is a service company and does not provide legal or financial advice.**