Incorporation and LLC Formation in Coral Gables

If you are starting or relocating a business in the local area, there are steps you must take to establish your business as a legal entity. As both an Accountant and real estate lawyer, Jacqueline Salcines PA can assist you with incorporation and LLC formation in Coral Gables.

Jacqueline A. Salcines is a skilled business attorney and an accountant who can help you understand the tax implications of different legal business forms. Don’t go it alone – work with our team today.

Choosing to Incorporate

A corporation, whether a C-corporation, an S-corporation, or an LLC with at least two members, is a separate legal entity from its owners. Entrepreneurs and investors can protect their personal assets from corporate liabilities. Single-member LLCs, however, are considered disregarded entities for tax purposes.

The trade-off for protection from liability is less control. Corporations are governed by operating agreements, shareholder agreements, and other documents that dictate how the organization will operate.

The nature of the business, its growth potential, the desired ease of ownership transfers, and tax considerations influence the decision to incorporate and the selection of corporate form. Our Coral Gables attorney, Jacqueline A. Salcines, is also an accountant who is well-versed in the implications of choosing a corporate form for incorporation and LLC formation.

Choosing a Business Entity

Once a business owner has decided to establish a corporation, they must choose the type of corporation that best suits their needs and goals. The number of business owners, the potential for growth, and the upfront costs all influence this decision. A driven attorney could help business owners weigh the advantages and disadvantages of each choice.

LLCs: More Control

Many entrepreneurs and family businesses choose to incorporate as limited liability corporations (LLC). An LLC can be structured with one member or several. It is important to remember to make sure you have more than one member so that it is not a disregarded entity. The members of the LLC can decide how they wish to allocate management duties and profits, which will be reflected in the LLC’s operating agreement.

LLCs are subject to pass-through taxation, meaning an owner’s profits and losses are reported on their personal income tax forms. There is no separate taxation for the business entity. However, in some circumstances, an owner may be subject to self-employment tax.

Corporations: Growth Opportunities

C-corporations and S-corporations are more difficult to set up than other business entities. Corporations require a more rigid management structure and are subject to more regulation. The benefits of a corporation include easy transfer of ownership through buying or selling shares and the ability to issue shares to raise capital.

C-corporations are subject to tax on their profits. In addition, shareholders will pay personal income tax on dividends.

S-corporations are structured like C-corporations but may have no more than 100 shareholders, issue only one class of share, and each shareholder must be a US citizen or permanent resident. S-corporation owners elect pass-through taxation, meaning the business’s profits pass to the owners and are taxed on their personal tax returns.

A Coral Gables lawyer skilled in handling incorporation and LLC formation could help a person determine the right type of corporation for their situation.

Necessary Business Documents

Establishing a business as an LLC or C corporation requires substantial documentation. Establishing an LLC is more streamlined than other corporate forms, but numerous documents will be required during the business formation process.

After learning the business owner’s goals and intentions, and depending on the form of entity chosen, an attorney could:

  • Ensure the business name is available
  • Issue stock or membership certificates
  • Oversee appointment of directors and officers
  • Obtain a federal Employer Identification Number
  • Identify and obtain necessary permits and licenses
  • Prepare and file the initial paperwork with the appropriate public agencies
  • Draft articles of incorporation,  corporate bylaws, and operating agreements

Other documents or approvals may be necessary, depending on the nature of the business.

Legal counsel could also ensure members and corporate officers are familiar with the legal requirements and regulations regarding their business. For example, Florida Statutes § 607.0803 requires C-corporations to have at least three directors, though the bylaws may require more.

A lawyer at Jacqueline A. Salcines, P.A. in Coral Gables could help an individual understand the process for incorporation and LLC formation and guide them through the process.

Enlist the Help of an Attorney in Coral Gables for Incorporation and Business Formation

Forming a business entity is complex, and an error could lead to unnecessary expenses, avoidable delays, and increased liability risks. Invest in yourself and the success of your business by working with a skilled legal professional on matters related to incorporation and LLC formation in Coral Gables.

Don’t go it alone – reach out to us today to start setting up your business.