Forming A New Business
Starting a business in Florida involves more than just filing a form with the secretary of state. In addition to the basic organizational filing, you will need agreements and business documents to address how your business is managed, taxed, operated, and dissolved when you are ready to recover your investment.
Attorney Matthew Fornaro helps business owners create the business formation documents they need to focus on running a profitable enterprise.
There are many different types of businesses in Florida. Choosing which type of entity is right for your business depends on your goals for how decisions are made, what assets are invested, and how to be taxed. The most common Florida business entities include the following:
Corporation – A corporation is a formal business structure requiring shareholder meetings to be documented with notices and minutes of meetings. This can be valuable if you anticipate many shareholders involved in the decision-making process.
A corporation can be taxed as a C corporation or an S corporation, which offer different options for deductions and for reinvestment of capital.
Limited Liability Company – If a corporation is known for its formal structure, a limited liability company is known for its flexibility. However, members of a limited liability company should always adopt written articles of organization and bylaws so responsibilities are clear, rights are known, and rewards can be determined.
Even a sole proprietorship that wants to organize as a limited liability company to get better protection of assets and tax deductions should prepare a written operating agreement so key employees can’t claim to be partners in the business.
Partnerships – Florida recognizes general partnerships, limited partnerships, limited liability partnerships, and limited liability limited partnerships. These each have different features regarding who manages the business, what assets are at risk, who can be held liable for lawsuits against the business, and how partners can recover their investment in the business later.
For example, a limited partnership is typically one where many partners contribute capital and assets, but only a few partners make management decisions and operate the business.
Professional Associations – In Florida, licensed professionals, like doctors, lawyers, accountants, architects, and others, cannot limit liability for their professional acts by using a corporate form. However, Florida does permit several professionals to join in a professional association so each partner is only liable for his or her own errors without causing the assets of the entire partnership to be at risk.
There are other forms that a professional firm can use to accomplish this besides a professional association, including a limited liability partnership.
Forming a business requires careful planning with an experienced attorney so that you can achieve your tax, liability, management, and investment goals.
Attorney Matthew Fornaro has over 14 years of experience as a business attorney in Coral Springs and Broward County, Florida. He regularly counsels businesses regarding business agreements, formation, and dissolution issues. When results really matter, invest in the right choice for your business.