Corporate Formation

Corporations are creations of the law which are primarily used to carry on business. The corporation is completely separate from the individual and should be kept that way in all financial and legal records by the individuals incorporating the company.

There are many different types of legal entities in Florida. Each one has its own characteristics and benefits. The most common one is a corporation. A corporation is separate from its shareholders and does not dissolve (end) when the shareholders die. An advantage of the corporation is that it provides limited liability to its shareholders who are the “owners” of the corporation. A Limited Liability Corporation is similar to a Corporation but is more flexible. It also offers limited liability to its members but it is not required to hold stockholder or management meetings and does not have to comply with all the corporate formalities that are required of corporations.

Partnerships are also another type of legal entity. A partnership is created when two or more individuals agree to own a business and share in the profits and losses of the business. In a partnership, each partner must make a contribution to the partnership such as money or real property. Partnerships can be general or limited. In a general partnership, all the rights and responsibilities of the partners are divided equally among the partners who are called general partners. Further, all the partners are individually responsible for the partnership’s debts and obligations. On the other hand, a limited partnership has general and limited partners. As indicated above, general partners are responsible for the all the debts and obligations of the partnership, but have the right to manage the business. Limited partners, however, are not liable for the debts and obligations of the partnership but cannot manage the business. Nonetheless, both kinds of partners can benefit from the profits of the partnership.