Our Corporate Formation Lawyers in Florida
Legal Counsel, P.A. serves businesses of every size throughout Central Florida from our Winter Garden, Orlando and Seminole offices. Our formation services include:
- Forming new entities. We prepare and file articles of organization for LLCs and articles of incorporation for corporations and not-for-profits, draft the governing documents, obtain the federal tax ID, and handle the S corporation election where it fits. We work with LLCs, corporations, general and limited partnerships, and limited liability partnerships (LLPs), and we help clients understand what each one means for how they conduct business.
- Choosing the right business structure. Entity selection is the decision everything else follows from. Starting fresh, adding formal protection to a business you’ve been running as a sole proprietorship, or restructuring for tax reasons, we walk through the tradeoffs with you before anything is filed, because converting later costs more than choosing well now.
- Keeping the entity in good standing. Every Florida LLC and corporation must file an annual report with the Division of Corporations between January 1 and May 1 each year. Miss the deadline and a late fee applies, and an entity that doesn’t file by the third Friday in September is administratively dissolved, which strips the liability protection you formed it for. We track these deadlines for our clients.
Whether you’re a first-time owner or an entrepreneur on your third company, we can help you select the structure that fits and set it up properly. As a business formation lawyer Florida owners can reach in person or by video, we make the process straightforward.
How Should I Incorporate My Business?
Every business has its own legal needs, and the right answer for a small business owner isn’t always the one an accountant or a formation website suggests. Sole proprietorships and general partnerships offer no liability shield, so the comparison below starts with the entities that do.
Limited liability company
Florida LLCs are governed by the Florida Revised Limited Liability Company Act, and they’re the most common choice for small and mid-sized businesses. The structure protects the owners’ personal assets from the company’s debts and judgments.
By default, an LLC is taxed as a pass-through: a single-member LLC is disregarded for federal income tax and reported on the owner’s return, and a multi-member LLC is taxed as a partnership. An LLC can also elect to be taxed as an S corporation or a C corporation if that produces a better result.
Operating agreements are where the real work happens, because they set out ownership percentages, management, distributions, voting and what happens when a member wants out. If you’re looking for an LLC formation attorney Orlando owners come back to, the operating agreement is where we earn it, because a properly drafted one saves you the dispute later.
Corporation
A Florida corporation is owned by shareholders, governed by a board of directors and run by officers. Shareholders’ personal assets are protected from the corporation’s liabilities, and the corporation can raise capital by issuing stock, which makes it the standard choice for businesses seeking outside investors.
A C corporation pays tax at the entity level and shareholders pay tax again on dividends; a corporation that qualifies can elect S corporation status to be taxed as a pass-through instead. Corporations carry more formalities than an LLC, including bylaws, annual meetings and minutes, and for some businesses the benefits are worth it.
Not-for-profit corporation
A Florida not-for-profit is formed under its own statute and exists to advance a stated mission rather than to distribute profit to owners. Forming the not-for-profit corporation with the state is only the first step; federal tax exemption under Section 501(c)(3) or another provision requires a separate application to the IRS, and it’s that federal status that makes donations tax deductible and exempts the organization’s income from federal tax.
A not-for-profit that solicits donations in Florida must also register with the state’s Division of Consumer Services. The structure protects the directors from personal liability for the organization’s debts when it’s operated properly, and it carries its own governance and reporting obligations.
LLC or corporation: choosing among them
With this many options, it can be hard to know where to begin. Our corporate formation lawyers help you pick the structure that protects your legal rights, fits your tax position and supports where the business is going.
Why Work With Legal Counsel, P.A.
Business formation is the first document in a company’s life, and our experienced business formation attorneys treat it that way, because the right entity separates the business’s debts from the owners’ personal assets and gives a new venture a solid foundation. We’ve seen what happens years later when it was done carelessly: partners fighting over an operating agreement that never addressed a buyout, an S election that was never filed, an entity dissolved for a missed annual report right before a lender ran a search.
Because we also handle business contracts, business sales and business litigation, we draft formation documents with those later events in mind. Michele Diglio-Benkiran has practiced business and real estate law since 1999. Richard Sierra is a commercial litigation and bankruptcy lawyer with more than three decades of experience, which is a useful perspective when the question is how a structure will hold up under pressure. Results matter to us. We offer a free consultation, and pay later options are available for qualifying clients.
Serving Orlando and Central Florida Entrepreneurs
We form entities for owners across Orlando, Winter Garden, Seminole and the wider Central Florida region, including Orange, Seminole, Osceola, Lake and Polk counties. Formation is one part of a full business practice; our Orlando business attorneys stay with the company for contracts, hiring, real estate and disputes as it grows.
