Florida Legal Entities :
In this Florida Corporation Web Page, we have listed the different corporate entities which are recognized by the Florida Department of State as well as a brief description of each one of them. You can obtain the filing forms for these corporations in our site as well.
This website was designed as a preliminary tool for individual, immigrant and investor awareness. It is filled with sources of free information. We do not make any claims regarding the accuracy of information found in this website. Additionally, you should not rely on the information provided herein as some of the information may be outdated. You should consult with licensed attorney and other licensed professionals such as accountants and realtors before making any final decision.
Corporations:
The corporation is most commonly know legal entity. The corporations major benefit is that it ensures "limited liability" to its shareholders in that shareholder liability is, generally, limited to their investment. Generally, the shares of the company are free transferable, the duration of the company of perpetual and management of the company is independent from its shareholders. The downside the corporation is double taxation: the corporation is subject to income tax as well as are the dividends which are distributed to the shareholders. Corporations have to be renewed each year if not they will be dissolved involuntarily.
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Subchapter S Corporations: If the corporation has a limited number of shareholders and the shareholders are subject to taxation in the Untied States, the corporation can qualify for a subchapter S qualification and avoid corporate income tax. These benefits will not be extended if one or more of the shareholders are foreign nationals. In such a case a limited liability company should be established.
Limited Liability Companies:
Limited liability companies, under certain circumstances, are both "non-taxable" and offer limited liability to its members. In order for the limited liability to be "non-taxable," the company has to be a closely-held company in that control and management of the company would have to be reserved to its members, the shares of the company cannot be freely transfer and the duration of the company must be limited. Because these companies are closely held, banks will usually required that the members of these companies guarantee all loans secured by the company. For more details on limited liability companies, you should consult with an legal professional. Limited liability companies have to be renewed each year if not they will be dissolved involuntarily.
General Partnerships:
General partnerships are not separate entities from the principals. As a result, they offer no limited liability for the principals and they are not subject to any income tax.
Limited Partnerships:
Limited partnerships are not separate entities from the principals. As a result, they are not subject to any income tax. Liability for these partnerships is limited for the limited partners only. The general partners entirely liable for the actions of the partnership. These entities are commonly used to attract funds from numerous silent investors in real estate investments because: (1) the limited partner investor's liability is limited to his investment and (2) banks will not require the limited partner investor to secure any of the loan documents. For more details on limited partnerships, you should consult with an legal professional. Limited partnerships have to be renewed each year if not they will be dissolved involuntarily.
Fictitious Names:
Fictitious names simply allow individuals to do business using a name which is not their own. For instance, Joe Smith could apply for a fictitious name to run a fruit stand named "Genovia Fresh Farm Produce Stand." Both individuals and companies can apply for fictitious names and they are good for five years.
Trademarks:
Trademarks protect certain trade names and logo from being copied and used by others. They can be filed both on a State level and on a Federal level. Because a Federal trademarks have prior over state ones, it is suggested that a Federal trademark be applied for.
