BUSINESS / CORPORATE LAW
Gottlieb & Gottlieb fully understands the legal needs and are able to assist you with the numerous legal issues facing all business owners.
Gottlieb & Gottlieb can assist with any legal issues that may arise, including but not limited to entity formation, such as the formation of corporations, limited liability companies, partnerships and joint ventures. We prepare all documents related to these forms of business ownerships, including shareholders agreements and operating agreements. Furthermore, Gottlieb & Gottlieb provides advice to individuals, business entities and their boards, officers, directors, and members. In this capacity, we provide counseling, negotiation and documentation preparation services for transactions relating to the sale purchase of business assets; lease review and other lease issues, such as evictions.
We assist our clients with:
- Choosing the proper corporate entity
- Formation of the corporate entity
- Drafting and filing Articles of Incorporation
- Drafting Partnership Agreements, Shareholders Agreements and Operating Agreements
- Lease Review and Preparation
- Residential/Commercial Evictions
- Contact preparation and review
- Serve as Registered Agent
The basic forms of business entities for your consideration are:
-
S Corporation: The IRS allows you to select via form 2553 S corporation status if there are less than 75 shareholders in your new business. Since the Corporation is a separate entity for tax and legal purposes it can continue to do business after the death or incapacity of its shareholders. Also, different shareholders can own different percentages of ownership and ownership can be transferred or gifted to family members or third parties. In most cases, the S corporation pays no income taxes and corporation income or loss (subject to certain limitations) is passed through direct to the stockholders. In addition, to the extent you correctly manage the corporate affairs in the event of corporate liabilities; other assets of the shareholders are not at risk, except for possible IRS employment tax/trust fund issues.
-
C-Corporations: If you incorporate and do not elect to be an S corporation, then for Florida and Federal law you are classified as a C Corporation. As a C Corporation any income earned will be taxed to the Corporation and the shareholders will be taxed on any distributions they receive. You can have more than 75 shareholders but the costs of doing business are greater because of the need for strict governance and compliance with state and federal issues.
-
Sole Proprietorship: A sole proprietorship is a business owned and operated by one individual AND IS NOT A SEPARATE LEGAL ENTITY. It does not protect your assets and you are personally liable for all taxes, debts and obligations of the business, and any income and loss is reported on your personal tax return.
-
General Partnership:Is a business entity that is similar to a Sole Proprietorship but with two or more owners. Each owner may be held liable for the actions of the other and your personal assets are at risk. All profits and losses are shared between the partners, who report their share of profit and losses.. The duties of the partners will or should be set forth in a partnership agreement. Thus, an agreement should be entered into detailing every partners duties and obligations to each other and the partnership.
-
Limited Partnership:It is a business entity with one or more general partners who run the Partnership. These general Partners are personally liable for partnership debts. The other type of Partner is a limited Partner. The Limited partners contribute capital/assets to the partnership. They do not run the business and are “silent” on its operations, however; a limited Partner should not be personally liable for partnership debts but their investment in the partnership i.e. ownership is at risk. All rights and obligations of these two types of partners should be detailed in a written agreement. This business entity requires a certificate of limited partnership to be filed with the state of Florida.
- Limited Liability Company or LLC is a hybrid entity incorporating certain features of partnership such as pass through tax reporting and corporate shielding of individual assets. An operating agreement determines how income or loss is allocated among owners as well as other operating matters. LLC’s are often preferable over S-corporations when setting up real estate ventures because of tax treatment of debts owed by the LLC gives you a broader basis to deduct any LLC losses. This entity is not a recommended at this time for one person ownership, in Florida because of an adverse court ruling (Olmstend) that does not limit the owners liability for claims against the LLC when there is only one owner. There are important choices with the management and taxing of a Florida LLC that should be considered and discussed prior to the formation.