Business Formation, Small Business Formation



Business Formations

There are a number of business structures available for businesses.


  • Sole Proprietorship – where the owner and the business are legally considered to be the same.




  • General Partnerships – where two or more people are owners of the business. As with sole proprietorships, the partners and the business are legally considered the same.


  • Limited Partnerships – where two or more people are owners of the business, but there are different levels of partners, general partners and limited partners. The primary advantage of incorporating a business is often considered to be the limited liability afforded to the owners.


  • C Corporations – a legal entity that exists separately from its owners.


  • Incorporating in Florida – Florida requires some businesses to obtain a license and pay a fee if operating in the state. Please check with the state to make sure your business is complying with the license requirements for your particular profession.


  • Dissolving a Business – A corporation or other business entity may cease operations for many reasons and in a number of ways. When a business is terminated or its legal status changes, there are licensing and regulation requirements which must be met. There are also opportunities for improving the economic prospects at termination for owners and creditors through legal provisions of state and federal laws.


  • Foreign Corporations – a legal entity that exists separately from its owners.


  • When your Foreign Corporation expects to transact business outside your state of formation, your company may be required to qualify as a "foreign corporation". There are many "company formation companies" that can file the necessary paperwork to qualify your business as a foreign corporation in any of the 50 states.



  • Foreign LLC – When your company expects to transact business outside your state of formation, your company may be required to qualify as a "foreign LLC". There are many "company formation companies" that can file the necessary paperwork to qualify your business as a foreign corporation in any of the 50 states. .


  • Foreign Corporations Income Tax Issues – Foreign Owned Corporations The IRS has recently issued a notice that requires a U.S. taxpayer to defer the deduction for expenses accrued to a related foreign person. The deduction is deferred until the time the expense is actually paid. Final regulations have not been issued giving guidance on if this rule applies to all accrued expenses or if it will apply only to expenses such as interest and royalties. li>

  • Sub S Corporation – where the owner and the business are legally considered not to be the same.


  • Sub S Corporation vs LLC – where the owner and the business are legally considered not to be the same.


  • Articles of Incorporation – file with the Secretary of State or Corporations Commissioner.


  • Corporations listing by States - Corporations by State

  • S Corporation – a standard corporation that elects a different tax status with the Internal Revenue Service (IRS).


  • Limited liability company (LLC) – an entity that combines the limited liability characteristic of a standard corporation with the pass-through tax treatment of an S corporation.


  • LLC listing by States - LLC by State

  • Nonprofit corporation – a corporation organized without a profit motive.


  • Professional corporation or LLC – a type of corporation or LLC that most states require be formed if the business will be providing services that are licensed, such as medical, dental, actuarial, or architectural services.


  • Separation of individual and corporation - Alter Ego Doctrine.


  • Business Types Compared Chart your Form of Business


  • Piercing the Corporate Veil Officers, directors and controlling shareholders have a general fiduciary duty of loyalty and care which should govern all their corporate conduct. Unless they breach that duty by gross negligence or acts in bad faith, they usually will have no personal liability to third parties.


  • Corporate Formalities To fully retain the benefits of incorporating, you must observe corporate formalities, even where the corporation is operated by a single shareholder, director, officer.


  • Each Business Entity needs a Registered Agent







Home | Business Formation | Site-Map