Corporate Formation becoming an LLC

Wanting to start your own business but don’t know where to start? Are you getting confused with all of the applications for SunBiz, the IRS, your local city, the State of Florida, or any other licensing entity? Are you unsure of how you want to structure your business: sole proprietor, limited liability company (LLC), partnership, S-Corporation, or C-Corporation?

All of this can be very confusing for the new business owner. Let Blake Stewart and his team help guide you through this process. Blake can simply consult with new owners and point them in the right direction, or do the whole process so that the owner can just turnkey and start business.

See below for short explanations on types of businesses:

• Sole Proprietor
  • The simplest and most common structure.
  • It is unincorporated with no “corporate veil”.
  • Owned and operated by one individual; no distinction between the business and the owner.
  • Sole proprietorships must register for a fictitious name when not operating under the owner’s legal name.
• Limited Liability Company (LLC)
  • Similar to corporation in that it offers limited personal liability.
  • Not required to hold regular stockholder or management meetings, or other corporate formalities
  • For U.S. federal income taxes, an LLC is treated as a pass-through taxation entity.
  • New legislation in the State of Florida is risk of persona liability for certain LLCs. Make sure you attorney is informed to help you form your company correctly.
• Partnership
  • Two or more persons co-own a business and share profits and losses.
  • Each partner contributes something to the business endeavor.
  • In a general partnership, rights and responsibilities are divided equally among partners.
  • General Partners can act on behalf of all partners.
  • Each General Partner is responsible for the partnership’s debts and obligations.
• Corporation
  • A corporation is an independent legal entity that exist separately from the people who own, control, and manage it.
  • Does not dissolve when its owners die.
  • Corporations can enter into contracts, pay taxes, transact business, etc.
  • Owners have limited liability.
  • More formalities involved compared to other types of corporate structures.

Definitions

• Corporate Veil: (From businessdictionary.com) A legal concept that separates the personality of a corporation from the personalities of its shareholders, and protects them from being personally liable for the company’s debts and other obligations. This protection is not ironclad or impenetrable. Where a court determines that a company’s business was not conducted in accordance with the provisions of corporate legislation (or that it was just a façade for illegal activities) it may hold the shareholders personally liable for the company’s obligations under the legal concept of lifting (or “piercing”) the corporate veil.
• Fictitious Name: A fictitious name gives you the right to do business under a different name. This is typically you company alias or trade name that is different than your official (or legal) name.
  • Example
    • Official Name: Jane Doe
    • Business Name: Jane’s Pie Shop
    • Register DBA as “Jane’s Pie Shop
    • DBA: Doing Business As