Business Entity Choice in Florida.

Summary of Entity Choices

1. Sole Proprietorship
2. Corporation
3. Partnerships
4. Limited Liability Company
5. Limited Liability Partnership
6. Trust
7. Banks and Special Purpose Entities

I. Sole Proprietorship

1. Benefits & Disadvantages
   1. Benefits
      1. Simplicity & cost
      2. Avoid possible taxation on earnings
   2. Disadvantages
      
      1. No perpetual life
      2. Unlimited liability
      3. No hoint ownership
2. Procedure to Form – (No Formal Requirements)
   1. Check availability of name

   2. Obtain required occupational licenses
   3. File fictitious name registration
3. Continuing Requirements
   1. Renew fictitious name registration every 5 years

   2. Renew occupational licenses annually

II. Corporation

1. Types of Corporations
   1. “For Profit” Corporation (§607 Florida Statutes)

   2. “Not For Profit” Corporation (§617 Florida Statutes)
2. Tax Elections for Income Tax
   1. “C” Corporation – (automatic unless “S” elected)

   2. “S” Corporation – (requires affirmative election)
3. Benefits & Disadvantages
   1. Benefits
      1. Limited liability
      2. Perpetual life
      3. Flexible allocation of ownership
      4. Centralized management
      5. Familiar form of business
   2. Disadvantages
      
      1. Expense of formation and annual filing
      2. Possible double taxation on dividends
      3. Restrictions imposed on “S” corporations
      4. Florida income tax may apply
4. Procedure to Form
   1. Check availability of name

   2. Subscription agreement
   3. Select Directors, registered agent & determine allocation of shares
   4. File Articles of Incorporation
   5. Corporate Book & Seal
   6. Select Officers
   7. Organizational minutes
   8. Bylaws
   9. Shareholder agreements & employment agreements
   10. Obtain taxpayer identification number
   11. Obtain occupational license
5. Annual Requirements
   1. Annual Meeting to select Directors and Officers

   2. File annual return with Secretary of State
   3. Florida and federal income tax return
   4. Renew occupational licenses

III. Partnership

1. Types of Partnership
   1. General partnership

   2. Joint venture
   3. Limited partnership
   4. Limited liability partnership
2. Benefits & Disadvantages
   1. Benefits
      1. Limited liability for limited partners only
      2. Perpetual life for limited partnership only
      3. Flexible allocation of ownership
      4. Centralized management for limited partnership
      5. No limitations applicable to “S” corporations
      6. Avoid possible double taxation on earnings
   2. Disadvantages
      
      1. Expense of formation and annual filing
      2. No unlimited life
      3. Requirement for a general partner in limited partnerships
      4. Financial requirements of limited liability partnership
3. Procedure to Form
   1. Check availability of name

   2. Partnership or joint venture agreement
   3. Select general partner for limited partnerships
   4. File certificate of partnership with Secretary of State for limited partnerships (Optional registration for general partnership)
   5. Employment agreements
   6. Obtain taxpayer identification number
   7. Obtain occupational license
4. Annual Requirements
   1. File annual return with Secretary of State for limited partnerships

   2. Florida and federal income tax return
   3. Renew occupational licenses

IV. Limited Liability Company

1. Benefits & Disadvantages
   1. Benefits
      1. Limited liability
      2. Perpetual life possible tax consequence
      3. Flexible allocation of ownership
      4. Centralized management
      5. Possible avoidance of double federal and state taxation on earnings
      6. No limitations applicable to “S” corporations
   2. Disadvantages
      
      1. Expense of formation and annual filing
      2. Lack of case law history and familiarity
      3. Possible “FICA” taxation
2. Procedure to Form
   1. Check availability of name

   2. Pre-organization agreement
   3. Select Managers, registered agent & determine allocation of ownership among members
   4. File articles of organization
   5. Company Book & Seal
   6. Organizational minutes
   7. Management agreement
   8. Member agreements & employment agreements
   9. Obtain taxpayer identification number
   10. Obtain occupational license
3. Annual Requirements
   1. Annual meeting to select Managers

   2. File annual return with Secretary of State
   3. Florida and federal income tax return
   4. Renew Occupational licenses