MARC J. SOSS, ESQ.
(941) 928-0310 | mjs@sarasotalaw.biz
1 S. School Ave., 5th Floor, Sarasota, FL 34237
SARASOTA BUSINESS LAWYERWe are able to assist you with all your business and
corporate legal matters, including:
· Selection of the proper business entity
· Incorporation and/or establishment of your
business entity (corporation, limited liability
company, partnership, limited partnership, joint
venture, etc...)
· Drafting & negotiation of shareholder, partner and operating agreements
· Drafting & negotiation of contracts (employment, lease, rental, govt., etc.)
· Purchase and sale of business assets (real estate, patents, etc.) & entities
· Development of income tax savings strategies through entity structuring
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All of these factors help determine what is the most appropriate type of corporate legal entity for operation of your new Florida business. It can be a: Florida Corporation, Florida Partnership, Florida Limited Liability Company (LLC) or Florida Limited Partnership (FLP). Continue reading to learn more about the advantages of each type of entity.
Sole Proprietorship: Not a separate Florida legal entity. Basic elements: It has no formation requirements; Income (less expenses) are taxed directly to the Florida business owner; The Florida business owner is liable for all debts and receives no personal liability protection; and The Florida business owner will have complete control over the operations of the enterprise.
C - Corporation: A Florida business entity. Basic elements: Subject to tax as a separate legal entity (double taxation); Dividends (distributions out of earnings and profits) are subject to tax at the shareholder level; Shareholders are not personally liable (unless they issue a guarantee) for corporate obligations; and Entity is managed and controlled by its officers and directors.
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S – Corporation: A Florida pass-through legal entity with no corporate level tax. Basic elements: Shareholders report and pay tax on their pro rata share of income, losses, deductions, etc.; Stock owners reduce their federal income tax bill by paying themselves a reasonable salary (subject to payroll taxes) and a dividend (distributed free of employment tax); May only have one class of stock; and less than 100 shareholders.
Limited Liability Company ("LLC"): A Florida Limited Liability Company is formed upon the filing of its Articles of Organization with the Florida Division of Corporations. Once established, the Florida LLC operates pursuant to the terms of its Operating Agreement. Basic elements: Can be either Member-managed or Manager-managed; Liability is limited to how much each member puts into the company (personal investment) except any business debt that is personally guaranteed (business loan or line of credit); Management may be exercised by one or more managers (who need not be a member) or by one or more of the members; and The types and number of members is unrestricted.
Limited Liability Partnership: Treated as a Florida legal entity while its income is taxable to its partners (General Partner and Limited Partners). General partners have unlimited joint and several liability for partnership obligations while a limited partner is liable only to the extent of his or her contributed capital and any agreement to contribute capital.
