Proven Attorneys Guide New Companies Through Business Formation in Florida
Step One: Our St. Petersburg firm outlines the characteristics of various legal entities
Starting a business is a busy, exciting endeavor. With so much going on, it can be easy to overlook legal details, but making the right choices regarding the type of commercial entity you will establish and other foundational matters is a key element to a positive launch. Whatever type of business you’re looking to form, the proven attorneys at Fletcher Fischer Pollack P.L. in St. Petersburg carefully outline your options and prepare the necessary paperwork once you’ve made an informed decision on how to proceed. Florida has several types of business entities, including corporations, B corporations, nonprofits, partnerships and LLCs. We explain the advantages and drawbacks of each and how they apply to your new venture while also handling contract matters, corporate governance and other issues that face startup organizations.
Step Two: Our lawyers listen to your business goals and advise whether a for profit corporation, not-for profit corporation, benefit corporation or LLC is the best choice for the business you are starting
Florida’s Division of Corporations handles the legal registration of businesses. Deciding which type of entity works best can raise complex questions regarding your operation, tax concerns and protection against personal liability. Options offered within the state include:
- Corporations — Corporations are stand-alone legal entities that shield owners from personal liability and can continue to exist even when shareholders die or leave the business. As corporations are subject to taxation, a key decision concerns whether it should have “C” or “S” status under IRS rules. While a C corporation is taxed separately, companies that qualify as S corporations can pass tax-paying responsibility to owners. Corporations must be authorized by the state and abide by specific rules in place regarding shareholder meetings and other formalities.
- Benefit Corporations – Some businesses are hybrids in that the goal is to make a profit for shareholders, but some portion of the company revenues will be used for altruistic purposes. This hybrid form of entity was approved by the Florida legislature in 2014 and offers a unique pathway for social entrepreneurs.
- Not For Profit Corporations – Some businesses are designed from conception to solve a specific social problem or injustice in the world, and to invest all profits to advance that goal. In this entity, founders must seek tax exempt status under section 501(c) of the Federal tax code to be able to accept donations without paying taxes on funds from donors.
- Limited liability companies — During the business planning process, many startups opt for the benefits of a limited liability company. In this entity, shareholders can avoid individual liability for business debts while not having to meet many of the formal requirements associated with corporations.
- Sole proprietorships — A sole proprietorship is a small business owned by a single individual. There is no legal distinction between the owner and the business. This means that the business is not subject to separate taxes, but the proprietor is personally responsible for debts. If the business uses a name that’s not the owner’s, that name must be cleared and registered with the Division of Corporations.
Once you make an informed decision on how to proceed, we can initiate the registration process electronically and provide guidance on tax status and related issues.
For new businesses with multiple founders, our lawyers detail each step when parties are entering into a partnership
Though partnerships lack some of the legal formalities associated with corporations, there are still legal requirements that must be followed under Chapter 620 of the Florida Statutes. Limited partnerships allow certain stakeholders in a business to protect themselves against personal liability for the firm’s debts. However, those who are designated as general, rather than limited, partners typically have operational control and bear responsibility for business debts. Another option is a limited liability partnership (LLP), which can exist when individuals come together to form a partnership but do not select a general partnership. No partner is personally accountable for LLP debts.
Because partners in new companies often have to make critical decisions to direct the first activities of a new business, during the partnership formation process, Fletcher Fischer Pollack PL assists clients considering these issues. Resulting agreements can be memorialized in a partnership agreement or by separate contract.
Step Three: Attorneys support startups in drafting and negotiating business contracts
There’s always some uncertainty when a new venture is launched, but establishing favorable, reliable contracts provides stability during the first months of a business. Even if you’re just getting started, we draft and negotiate agreements that safeguard your interests while you work to get your operation off the ground. Whatever industry you’re in, our attorneys create documents based on your specific objectives and make sure that you thoroughly understand each side’s rights and obligations.
Our attorneys have worked closely with science and technology companies, laboratories, medical and veterinary operations, restaurant and hospitality businesses and real estate development companies. This wide-ranging experience means our attorneys assist clients in identifying and resolving issues before they become legal problems.
Contact a knowledgeable Florida business formation lawyer to discuss your needs
Fletcher Fischer Pollack P.L. in St. Petersburg advises clients throughout Florida on a full range of business formation matters. To discuss your situation with one of our attorneys, please call 813-402-8559 or contact us online.