Business Formation Attorneys in Fort Lauderdale
We Serve Entities Throughout Broward County
The formation of a new entity can be a challenging endeavor, in that it requires business owners to diligently look into their options and determine what makes sense for their financial future. At Stok Kon + Braverman, our experienced lawyers have extensive knowledge of all aspects of this process and can help guide you through it. Our attorneys assist clients with legal and tax-planning advice from the very outset of forming their businesses. Our lawyers help set up various types of entities, including incorporations, partnerships, sole proprietorships, limited liability partnerships (LLPs), limited liability companies (LLCs), “S” corporations, and “C” corporations.
In Florida, there are several types of legally recognized partnerships. General partnerships are not required to register with the state or obtain a business license. However, they may elect to register to present themselves more professionally to prospective clients.
Each partner is individually responsible for any business-related activity that they engage in. Under Florida law, moreover, each of them is subject to “joint and several liability.” This means that every partner is fully accountable for any debts incurred by the partnership over the course of business, irrespective of their initial investment in or control over the entity. Since Florida does not have a filing requirement, the joint and several liability rule can apply to a person acting as a partner, even if there was no explicit agreement, through a doctrine known as “partnership by estoppel.” In other words, if you are behaving like a partner, you could be taking on the full responsibility for any debts owed by the entity to a third party. Our attorneys can help you decide whether to take this risk.
A limited liability company is a legal entity that has some elements of a corporation and some of a partnership. On one hand, the LLC provides its owners with protection against personal liability, just like a corporation. On the other hand, it is typically treated as a non-corporate business organization for tax purposes. Florida utilizes “pass-through taxation,” which means owners can report an LLC’s profits and losses on their individual tax return forms.
In order to create this entity, there are certain procedural requirements such as naming the business, creating the Articles of Organization, filing them with the Florida Division of Corporations, designating an agent for the service of process, and more. The LLC business model is appealing to business owners for its flexibility, less formal business requirements, and tax status.
A corporation is defined as a company or group of people authorized by law to act as a single person. These entities enjoy most of the rights that individuals have. Thus, a corporation can enter into contracts, loan money, borrow funds, sue, be sued, own property, and pay taxes. Perhaps the most appealing aspect of this business form is its limited liability. The shareholders are entitled to share in profits but are not on the hook for a company’s debts. In Florida, you can set up an “S” corporation or a “C” corporation.
Specific procedures for forming a corporation include:
- Choosing a corporate name;
- Preparing and filing a certificate of incorporation;
- Appointing a registered agent;
- Setting up a corporate record book;
- Preparing corporate bylaws;
- Complying with the relevant tax laws;
- Appointing initial corporate directors;
- Holding the first board of directors meeting;
- Issuing stock; and
- Preparing and filing the annual report.
These steps can often require extensive paperwork and attention to detail, which is why having an experienced lawyer can help make the process smoother and more efficient.
Choosing to form the right type of entity can be vital to the financial future of your company. For this reason, you may benefit from having a skilled attorney advise you about your options when you are taking this step. At Stok Kon + Braverman, we will take the time to diligently review your needs and goals before making recommendations accordingly.