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Incorporation and Business Formation

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As an entrepreneur, there are a few steps you need to take before starting a new company, especially deciding the type of business entity that's right for you. Your choice will determine all aspects of your new company, including taxes, personal liability, and more.


First, the company needs to check the availability of the proposed business name. If the business name is distinguishable and available for use, you'll proceed to the second step. Otherwise, if the name is unavailable at the time you begin your paperwork, the Division of Corporation will deny your filing. 


Under Florida law, the proposed corporate name must contain the word "corporation," "company," "incorporated," or the abbreviation "Corp." "Co," or "Inc.." These words or abbreviations are needed to clarify that the entity is a corporation and not a natural person, partnership, or other business entity.


Second, you must file documents that satisfy the corporation law requirements of the State of Florida Division of Corporation. Incorporating a business requires completion of the Division of Corporation's online forms and payment of the filing fees at the time of forming the corporation.  


One or multiple persons may serve as the incorporator or incorporators of the proposed corporation. That person or persons will be responsible for filing the corporation's Articles of Incorporation with the Division of Corporation.  


According to Florida Statutes, the Articles of Incorporation must set forth the following:


  • the name of the corporation;

  • the name and address of each incorporator;  

  • the street address of the initial principal office for the corporation;

  • the mailing address for the corporation; and,

  • the name and street address of the registered agent for the corporation.


If you need assistance in forming a corporation, please contact Kimberly M. Soto at 321.972.2279 so she can further advise you.  

Limited Liability Company

If you have decided that forming a Florida L.L.C. is the best option for your business, then you should first understand the different aspects of an L.L.C.  


First, L.L.C. stands for limited liability company. An L.L.C. is a business entity that has specific characteristics of a corporation and certain attributes of a partnership. An L.L.C. is similar to a corporation because when it relates to a company's debts or lawsuits, with an L.L.C., there is no individual personal liability. An L.L.C. is similar to a partnership because an L.L.C. has flow-through treatment for income tax purposes. 


When selecting the name for the L.L.C., you first must check the availability of the proposed L.L.C. Additionally, you must use the words "Limited Liability Company" or the accepted abbreviated forms of: "L.L.C.," "L.L.C.," "Ltd.," or "Co" after the proposed L.L.C. name.


Next, you must nominate a registered agent who will agree to accept service of process if the L.L.C. gets sued. 

The registered agent may also accept mail on the L.L.C.'s behalf. When creating the L.L.C., you must file the Articles of Organization. The Articles of Organization must set forth the following:


  • the name and address of the L.L.C.;

  • the name, address, and signature of the registered agent;

  • the purpose of the L.L.C.; and,

  • the names and addresses of the managers of the L.L.C.


Besides preparing the Articles of Organization, when creating an L.L.C., you should also consider developing an Operating Agreement. The Operating Agreement is a legal document that will set forth the member to member relations and the relations to the L.L.C. Also, this document will set forth the rights and duties of the managers.


If you need assistance in forming a limited liability company, please contact Kimberly M. Soto at 321.972.2279 so she can further advise you.  


To form a partnership, two or more persons jointly own a business, and they share in the profits and losses in that business. The partners may contribute something to the business entity – usually money or real property.  


There are two types of partnerships: general partnership and limited partnership.  


In a general partnership, the rights and responsibilities are shared equally amongst all of the partners. This partnership allows each partner to act on behalf of all the partners. All partners are also responsible for the debts and obligations owed to the business.  


In contrast, a limited partnership has both limited and general partners. When forming this entity, you must have at least one general partner and at least one limited partner. A limited partnership differs from a general partnership because it allows each partner to determine their respective liability amount. Therefore, in a limited partnership, the limited partners are not responsible for another partner's actions, debts, or obligations. While general partners can manage the business, limited partners are not allowed to manage the business. However, both general and limited partners can benefit from the profits of the company.  


When forming a partnership, whether it is general or limited, you must do so online with the Division of Corporations. You have to register the partnership and complete all of the necessary forms., such as Certificates and Statement of Qualification.


If you need assistance in forming a partnership, please contact Kimberly M. Soto at 321.972.2279 so she can further advise you.  

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