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Business Formation Services


Business start-ups can be difficult for even experienced entrepreneurs.  It can be necessary to develop customized operating agreements, bylaws, minutes, articles, share certificates, and other documents needed to get up and running.  Determining the type of entity your start-up will become requires a detailed process of balancing the needs and scope fo your business with the established legal requirements and provisions.  Determining whether your business structure will be a sole proprietorship, a partnership, a corporation, or a limited liability corporation requires careful consideration and close attention to the detailed needs of your business.  The most common forms of business entities include:

(1) Sole Proprietorship: A sole proprietorship is a type of business entity that is owned and run by one individual and in which there is no legal distinction between the owner and the business. The owner receives all profits and has unlimited responsibility for all losses and debts. Every asset of the business is owned by the proprietor and all debts of the business are the proprietor's. This means that the owner has no less liability than if they were acting as an individual instead of as a business.

(2) Partnership: A partnership is an association of two or more persons who carry on as co owners a business for profit.  There is no requirement to register a partnership with a state, but most partnerships use a partnership agreement to clarify the relationship. The partners are taxed from the income (or loss) of the partnership on their personal income tax return.  In Florida, there are several different types of partnerships whose structures vary depending upon the partner’s desired personal liability.  Such partnerships include general partnerships, limited partnerships, and limited liability partnerships.

(3) Corporation: A corporation is created under the laws of a state as a separate legal entity that has privileges and liabilities that are distinct from those of its members.  There are many different forms of corporations, most of which are used to conduct business.  An important feature of a corporation is limited liability. If a corporation fails, shareholders may lose their investments, and employees may lose their jobs, but neither will be liable for debts to the corporation's creditors.  Because a corporation has its own existence, it pays taxes on its own income.

(4) Limited Liability Company (LLC):  A limited liability company (LLC) is a flexible form of enterprise that blends elements of partnership and corporate structures.  An LLC, although a business entity, is a type of unincorporated association and is not a corporation. The primary characteristic an LLC shares with a corporation is limited liability, and the primary characteristic it shares with a partnership is the availability of pass through income taxation. It is often more flexible than a corporation, and it is well suited for companies with a single owner. 

At RICE & ROSE, we offer guidance and expertise that will help you realize your business dreams as seamlessly as possible.  Our attorneys have assisted many businesses in starting-up, and are prepared to meet with you for a consultation to see how your business goals can be most readily fulfilled.  Some of the business formation services we provide include:

  • Choosing the proper corporate entity
  • Formation of the corporate entity
  • Drafting and filing the articles of incorporation
  • Drafting partnership agreements, operating agreements, and corporate by-laws
  • Buying and selling existing businesses
  • Purchasing and leasing assets and real property
  • Employment law compliance

In addition to normal business issues, companies face challenges in many other areas of the law.  As a full service law firm, RICE & ROSE has the professional staff and resources to address all issues and provide clients with a full range of services.

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