A corporate formation attorney helps you decide what kind of entity to create, prepares the documents the state and your co-owners will rely on, files them, and sets up the structure the company will run on. In Florida that usually means a limited liability company, a corporation, a partnership or a not-for-profit corporation. Each divides ownership, taxes and risk differently, and the choice is much easier to make before anything is filed than to undo afterward.
Legal Counsel, P.A. is a business law firm with offices in Winter Garden, Orlando and Seminole in Pinellas County, and we help business owners form companies throughout Florida. We work with first-time founders and with established owners who are restructuring, adding a partner or bringing in investors. Many owners file the paperwork themselves, and the filing is only the first step. The questions the filing does not answer, such as who controls the company and what happens if a partner leaves, are where a lawyer earns the fee.
Have questions? We have answers. Call Legal Counsel, P.A. at 407-982-4321 for a free consultation about starting your business.
Several questions shape the choice: how many owners there are, whether you plan to raise money from investors, how you want profits taxed, what risks the business will face and where you want it to be down the road. A corporation can be taxed as a C corporation or, by election, as an S corporation, and an LLC can be taxed in more than one way, so the tax side deserves a conversation with an accountant alongside your lawyer. Someone who simply starts working with no entity at all is a sole proprietor, which means no liability protection.
If you are weighing an LLC against an S corporation, our article on LLC versus S corporation formation walks through the tradeoffs.
An LLC is the entity most small Florida owners ask about first. Under Florida’s LLC statute, a member or manager is not personally liable for the company’s debts, obligations or other liabilities solely by reason of being or acting as a member or manager. That protection is the main reason owners form one, and it is worth setting up correctly.
The state requires a few things at the outset. The company’s name must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC”. The articles of organization must also include the name, Florida street address and written acceptance of the company’s initial registered agent. Beyond the filing, we draft the operating agreement, which is where members decide how profits are shared, who makes decisions and how an owner can exit. Our LLC formation lawyers can walk you through each step, including how a one-person LLC differs from a sole proprietorship.
If you are looking for an incorporation attorney in Florida, the work centers on the articles of incorporation and the governance documents behind them. A Florida corporation’s articles of incorporation must state the number of shares the corporation is authorized to issue, along with its principal office, registered agent and incorporators. The incorporators or the board of directors must then adopt initial bylaws, unless the articles reserve that power to the shareholders.
Our corporation attorneys prepare the articles and bylaws, set up the board and officer structure, handle share issuances and advise on S corporation elections for owners who want that tax treatment.
A not-for-profit corporation is formed to serve a purpose rather than to pay its profits to owners. Under Florida’s nonprofit corporation statute, the articles of incorporation must set out the purpose or purposes for which the corporation is organized. Our not-for-profit formation lawyers draft the articles of incorporation and bylaws, set up the board of directors and guide the state filings.
Formation is not the end of the paperwork. A Florida LLC must designate and continuously maintain a registered office and a registered agent in this state. A Florida corporation must also continuously maintain a registered office and a registered agent.
Both must also file annual reports with the state. An LLC’s first annual report is due between January 1 and May 1 of the year after the year its articles of organization became effective, and later reports are due in that same window each year. A corporation’s first annual report is likewise due between January 1 and May 1 of the year after the year its articles of incorporation became effective. Missing it can have consequences for the entity, so we help clients calendar these filings and keep records current.
Forming the company usually leads straight into other work: contracts with customers, vendors and employees, protecting the business name, and later a sale or a dispute. Our Florida business law page covers all of these legal matters, from business transactions to contract disputes and regulatory compliance, and the same attorneys can continue with you after the entity is formed. Florida law also shapes how a company is governed, so we advise on corporate governance questions such as who votes on what.
People searching for the best business formation attorney in Florida are really asking how to tell one firm from another. A few questions help more than any ranking list.
Michele Diglio-Benkiran founded Legal Counsel, P.A. and 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 helping individuals, businesses and government agencies. Results matter, and our clients can review documents and billing statements on our online client portal. We offer a free consultation, and pay later options are available for clients who qualify.
Starting a business or changing its structure? A short conversation with a Florida business formation attorney will tell you which entity fits and what it takes to keep it in good standing. The first consultation is free.
Florida does not make you hire one, and many owners file the paperwork themselves. A lawyer helps with what the filing leaves open: whether an LLC is the right structure, how an operating agreement should divide control and profits, and how to keep the company in good standing. If you have partners or investors, getting that agreement written well matters most.
A business formation attorney, sometimes called a corporate formation or business law attorney, handles entity selection, formation documents and the agreements that govern the owners. If the business also needs contracts, a trademark or a purchase of an existing company, the same firm can often handle those as well.
Both can limit owners’ personal liability, but they are organized differently. An LLC is run under an operating agreement and can be managed by its members or by managers. A corporation has shareholders, a board of directors, officers and bylaws. Tax treatment and plans for investors often decide which fits.
In an assignment, the wholesaler never owns the property; it sells its original contract to the buyer for a fee through an assignment contract, and both parties see the fee. In a double close, the wholesaler takes title and resells, the profit stays private, and the method works on contracts that can’t be assigned. The trade-off is two sets of closing costs and the need for funding.
A corporate formation attorney helps choose the entity, prepares the articles of organization or incorporation, drafts the operating agreement or bylaws, advises on registered agents and S corporation elections, and helps the entity stay compliant after it is formed.
Cost depends on the work, since forming a single-member LLC is a different engagement from forming a company with several owners and investors. We discuss scope and fees with you during the free consultation, so you know what to expect before you decide.
If you are starting a business or restructuring one, call Legal Counsel, P.A. at 407-982-4321 for a free consultation, or use our contact form to tell us about your plans.
The content on this website is for general informational purposes only and is not legal advice. Reading this site or contacting us through it does not create an attorney-client relationship.
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