Incorporation in Florida “S” Corporation

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We are your Florida Corporate Attorneys.

Our Florida business lawyers serve clients who are starting their business in Florida in Palm Beach County, Broward County, Miami Dade County, and most other Florida cities and counties.

What is a Corporation? 

There are two types of Corporations, “C” Corporation and “S” Corporation. These corporate business entities have much in common and few (but significant) differences.

A Corporation in general is a legal entity that for business purposes is often considered a “Separate Living Person” entirely separate from the owners. A corporation can own and buy assets, enter into contracts, incur debts, be taxed, and be sued, all in its own name, separately from the owners and operators.

Owners of a corporation are known as shareholders. Shareholders are liable only to the extent of their investment in the Corporation. Shareholders will not be held personally liable for any debts or responsibilities of the business if they follow corporate formalities, and avoid wrongdoing. This is known as “Limited Liability.” A shareholder’s liability is limited only to his investment in the corporation.

The Shareholders of a corporation are the owners of the company. They vote to elect a board of directors who oversee the overarching business affairs and decision making. This board of directors elects officers such as a President, Vice-Presidents, etc.  These officers manage the day-to-day operations of the business.

If this sounds too complex for small business, think again. Many small businesses make great use of the corporation’s ability to limit liability and issue shares.

The big difference between a “C” Corporation and an “S” Corporation.

A major factor that defines Corporations is how the corporation is taxed. Because a Corporation is a separate legal entity, they are subject to corporate taxes at the end of each fiscal year.  When the owner takes profit as a shareholder, taxes are paid on that dividend.  This is known as “double taxation.” This means that the Corporation is taxed at the corporate level and then again at the individual level on all dividends paid out.

However, this is a limitation that applies only to a “C” corporation.

The “S” Corporation is a special type of corporation created through an IRS tax election. An eligible domestic corporation can avoid double taxation (once to the corporation and again to the shareholders) by electing to be treated as an S-Corporation.  This creates a “Pass Through Entity.”  Taxes are paid only on the personal level, on your personal tax return.

Both “C” and “S” corporations offer shareholders limited liability, both have the same business structure with shareholders, a board of directors, and officers, and both may act as their own legal entity entirely apart from their owners. The difference hinges primarily on taxes, and a limitation of 35 or less shareholders to claim “S” corporation status.

Therefore, an “S” corporation may offer your business the best of both worlds: personal limited liability protection along with the tax benefits of an LLC.

Do you like our straight forward, and easy to understand explanations of complex legal concepts?

Around here we have a saying, “If you can’t explain it in simple language, you don’t really understand it.”

We’re changing the way people think about lawyers.

We understand the challenge of properly structuring a business because like you, we’re business people.

We also happen to be Florida Transactional and Business Law Attorneys.

A critical step in launching your business is choosing the right business structure.

We can help.  Call us, we want to hear your story and share our experience.

By carefully choosing the right business structure, you can limit your personal liability, take advantage of tax opportunities, and rest easy knowing that your company has set forth clear instructions on acceptable and efficient operation.

Our Florida business attorneys can help you choose the right business entity by listening to your concerns.  We will also raise necessary considerations that you may not have considered.  Most importantly, our Florida business lawyers will relieve the burden of organizing, drafting, and filing the proper documents with the state.

Transaction Law & Business Law
Starting a Business in Florida
Sole Proprietorship in Florida
General Partnership in Florida
Limited Liability Company (LLC) in Florida
Incorporation in Florida “C” Corporation
Incorporation in Florida “S” Corporation
Joint Venture in Florida
Complex Business Structures in Florida
Business Financing & Corporate Financing
Crowdfunding and the JOBS Act; Regulation D Rule 506(c)
Regulation D Rule 504 Private Placement
Regulation D Rule 505 Private Placement
Regulation D Rule 506 Private Placement
Public Offerings
Business Transaction Services and Contracts
Licensing Agreements
Sales Agreement Paperwork For Florida Businesses
Franchise Agreements in Florida
Contracts for Service Businesses
Business Governance and Corporate Governance
Complex Business Structures and Restructuring
Corporate Law in Florida
Corporate Counseling and Corporate Compliance
Corporate By-Laws in Florida
Federal and State License Acquisition and Compliance
FINRA Broker Dealer License Registration
National Futures Association (NFA) Registration and Regulatory Action Defense
Commodities Futures Trading Commission (CFTC) Registration and Regulatory Action Defense
Liquor Import Licenses: Florida and Federal Liquor Import License and Brand Registrations
Florida State Liquor Licenses for Restaurants, Bars, and Hospitality Providers
Securities Exchange Commission Filings
Employee Agreements and Employment Agreements
Severance Agreements in Florida
Non-Compete and No Competition Agreements in Florida
Employee Confidentiality Agreements in Florida
Intellectual Property Federal Registration and Protection
Copyright Federal Registration and Protection
Trademark Federal Registration and Protection
Register A DMCA Designated Agent to Avoid Copyright Infringement Law Suits
Franchisor / Franchise Formation, Registration and Regulatory Compliance
Franchise Disclosure Document Drafting

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