John Daniel Nyce ● Attorney and Counselor at Law ● Ft. Lauderdale, Florida 

Corporation Law

Legal documents required or typically utilized for a corporation in Florida:

Buy-Sell Agreement
Articles of Incorporation
Fictitious Name and registration
Stock certificates and distribution
Minutes (must be updated at least yearly)
Registration with the State of Florida for Certificate (document number)
Registration with the IRS for an E.I.N. (employer identification number)

(In Florida, the original filing fee is $78.50 paid to the Division of Corporations. Thereafter, the corporation pays a yearly corporate fee to the State in the amount of $200.00. It you form a corporation in November or December, you will pay the set up fee and then another $200.00 required in January so if possible do not file the original Articles late in the year unless necessary).

LLC vs. a Sub-S Corporation:
Which one do you use? 

Generally a Sub-S corporation is the standard tool for typical new businesses. It may contain up to 75 shareholders without registering with the SEC or under Blue-Sky Laws. If a corporation expects to have more than 75, then the incorporators will set up a Sub-C Corporation or register as a Sub-S and amend to a Sub-C when it goes public or increases to more than 75 shareholders. 

An LLC is utilized more frequently for use by close family members that conduct business together as in real estate holdings or by attorneys for use in estate planning for the purpose of separating and holding the settlor’s assets in order to seek favorable tax treatment and to avoid probate. 

The Sub-S needs to prepare yearly minutes but the LLC does not. Also, the Sub-S maintains perpetual legal standing but the LLC may terminate automatically if a member dies or resigns. Both are pass-through entities and dividends or income taxes are passed to the members or stockholders as in partnerships, to be declared and paid through the taxpayers individual 1040 tax return. 

For information concerning differences between an LLC and a Sub-S corporation: Go to: 


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