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Why Incorporate?


Types of Corporations:
  • General Corporation
  • Close Corporation
  • S Corporation
  • Limited Liability Company (LLC)
General Corporation:
Advantages
  • Owners' personal assets are protected from business debt and liability
  • Corporations have unlimited life extending beyond the illness or death of the owners
  • Tax free benefits such as insurance, travel, and retirement plan deductions
  • Transfer of ownership facilitated by sale of stock
  • Change of ownership need not affect management
  • Easier to raise capital through sale of stocks and bonds
Disadvantages
  • More expensive to form than proprietorship or partnerships
  • More legal formality
  • More state and federal rules and regulations
Close Corporation
  • Limited to 30 to 50 stockholders
  • Directors must first offer the shares to existing stockholders before selling to new shareholders
S Corporation
  • All income or loss is reported only once on the personal tax returns of the shareholders
  • Shareholders are exempt from personal liability for business debt
  • Maximum number of shareholders is 75
  • May be held by a new "electing small business trust."
  • Allowed to own 80 percent or more of the stock of a regular C corporation
  • allowed to own a "qualified subchapter S subsidiary." The parent S Corporation must own 100 percent of the stock of the subsidiary
  • Shareholders must be citizens or residents of the United States. Nonresident aliens cannot be shareholders
  • S Corporations may only issue one class of stock
  • No more than 25 percent of the gross corporate income may be derived from passive income.
  • Can generally provide employee benefits and deferred compensation plans
Exclusions:
  • A financial institution that is a bank;
  • An insurance company taxed under Subchapter L;
  • A Domestic International Sales Corporation (DISC);
  • Certain affiliated groups of corporations.
  • Limited Liability Company (LLC)
Advantages
  • Protection of personal assets from business debt
  • Profits/losses pass through to personal income tax returns of the owners
  • Great flexibility in management and organization of the business
  • LLCs do not have the ownership restrictions of S Corporations making them ideal business structures for foreign investors
Disadvantages
  • Limited life (not to exceed 30 years in many states)
  • Do not have stock -- and the benefits of stock ownership and sales.

This is a highly technical subject and if you require further information, it is recommended that you communicate with the Internal Revenue Service, and consult competent professionals such as a qualified tax accountant and an attorney. To read more about this subject CLICK HERE.

How to Form a Limited Liability Company in Florida (Legal Survival Guides) by Mark Warda
Price: $17.47


How to Start a Business in Florida With Forms by Mark Warda
Price: $15.37

How to Form a Corporation, LLC or Partnership in Florida (QuickStart) by W. Dean Brown
Price: $24.95


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Revised: July 8, 2004 .

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