Congratulations on starting a new company! Before you start transacting business you should take the time to agree upon the terms and allocation for the ownership of the company. This is one of the biggest and toughest decisions, but it is one of the most crucial ones to get right from the start. Even minor differences in ownership could mean a lot in the future. Starting off with everyone on the same page will prevent big issues from arising in the future. With a business lawyer on your team you can be confident that your legal ducks in a row and focus on growing your business.
Currently, it costs $125.00 to form an LLC in Florida. The decision to seek the advice of a Florida business lawyer is significant. An attorney will ensure that there is a sound basis for your business to move forward. For example, there will be a structure for resolving disputes and the rights and obligations of each member will be defined. You should speak with a Florida business lawyer to ensure that your new business is setup for success.
The majority of clients come to me after a dispute has already occurred. Most of these disputes could have been avoided or resolved if they met with when they started their business. The first thing I do is examine their operating agreement, if they have one. Sometimes the operating agreements are purchased from LegalZoom or other do-it-yourself (“DIY”) sites. I cannot stress enough that forming an LLC or other entity should not be done using DIY or other out of the box formation. The old saying “you get what you pay for” could not be true in this regard. The price you pay reflects the predictability and transparency of resolving future conflicts. The cost of litigating business disputes can cost several thousands of dollars and could result in termination from the business. It is a wise investment to be safe than sorry and hire an experienced business lawyer. The following are some items you should consider obtaining for your LLC:
- Operating Agreement
- Subchapter S Election
- Doing Business As (“DBA”) or Fictitious Name
- Independent Contractor Agreement
- Management Agreement
- Employment Agreements
- Security Agreements (if you loan money to your business)
- Indemnification Agreements
- Leases for Home Office, Equipment, and Vehicles
As you can see, LLCs are more complex than meets the eye. Having an experienced business lawyer draft or review your agreements will often shed light on things that are often clouded by the excitement of starting a business. Our firm can help your business start off on the right foot.
Call (407) 862-9449 to schedule a free thirty minute case assessment to discuss your business needs.
A Limited Liability Company, also known as an LLC, is a hybrid organization with characteristics of a corporation and a partnership. LLCs can choose to be taxed as a partnership or a corporation. LLCs are run by a Manager(s) and can be owned by a Member or several Members. Management of a LLC is governed by Florida statute unless members agree otherwise. A carefully drafted operating agreement is one way to control and protect the LLC’s assets among other things.
The following is a summary of why some people choose LLCs:
1. Limit Owner’s Liability. The primary reason for forming a limited liability company is to limit the liability of the owners. If you are sued, your creditors should not be able to get your personal assets.
2. Charging Order Protection. Interests in LLCs are protected from the claims of creditors of their members. For example, if a creditor of a member gets a charging order against the interest of the member, the creditor cannot acquire the debtor’s interest in the LLC. Therefore, the creditor cannot acquire the assets of the LLC. As a result, the creditor must wait until the manager makes a distribution to the member/debtor to get paid. Corporations do not enjoy this protection.
3. Taxes. Most LLCs are not subject to Florida’s corporate income tax. Like partnerships, profits and losses will flow through to the owners. This avoids double taxation.
4. Flexibility. LLCs have the flexibility to draft their operating agreement to cover issues such as members’ contribution obligations, member and management voting powers, profit and loss allocations, governance structure, members’ distribution rights, etc. Amendments and organizational changes related to the LLC can generally be made in the operating agreement alone (without amending the articles of organization).
5. Anonymity. LLCs provide a degree of anonymity. LLCS help keep your name out of databases and asset searches.
6. Formalities Not Required. A corporation requires specific formalities be followed including annual meetings of shareholders and directors each year, meeting minutes which are kept with the corporation’s records, etc. These formalities are not required for LLCs. However, it is a good idea for your LLC to document major decisions even though these formalities are not required.
7. Allocations of Profits and Losses. Unlike S corporations, LLCs can make special allocations of profits and losses among its members. S corporations have one class of ownership with profits and losses allocated according to the percentage of ownership.
As you can see, LLCs are more complex than meets the eye. Having an experienced business lawyer draft or review your agreement will often shed light on things that are often clouded by the excitement of starting a business. Our firm can help your business start off on the right foot.
Call (407) 862-9449 to schedule a free case assessment and discuss your business needs.