CORPORATIONS
The utilization of a Florida
corporation in connection with a trade or business, or as an entity to hold
title to Florida real estate, provides investors with an effective entity to
protect the individual shareholders from personal liability from creditors of
the company, while maintaining a functional organization easily used with a
delegation of managerial responsibility. The owners of the corporation, the
stockholders or shareholders, generally are not liable for the indebtedness
of the corporation, unless the shareholders execute personal guarantees for
specific debts, so long as the corporation is properly incorporated and is operated
as a separate entity from the investors or shareholders. The shareholders of
the corporation elect the directors of the corporation; the directors appoint
the officers. The officers and directors of the corporation carry out day-to-day
management of the corporation, sign checks, execute agreements and contracts,
and engage agents, employees and independent contractors to operate the business
of the corporation. A Florida corporation need only have one director and one
officer, who may, if necessary, be the sole shareholder. In such an entity,
the director must be a natural person. The director need not be a U.S. citizen.
A domestic or foreign corporation may own shares of stock in a Florida corporation.
Generally, a Florida corporation
may conduct any business which is a lawful business anywhere, within or outside
the state of Florida. Additional state approval is required to operate certain
restricted or highly regulated businesses such as banking, insurance, securities,
and real estate brokerage. Each corporation must have a registered office and
a registered agent located within the state of Florida. The registered agent
is a person or another corporation who is authorized by law to accept service
of process, notices, or demands on a Florida corporation. Mark Rutecki &
Associates offers it's services as the registered agent for it's clients.
A Florida corporation is
required to file both U.S. federal income tax returns and State of Florida tax
returns quarterly and annually. A Florida corporation is taxed on its net income.
Deductions from gross income are allowed for regular and ordinary business expenses
in computing the net income. Graduated rates are used in computing the federal
income tax liability of corporations.
Mark Rutecki & Associates'
legal services in the formation of corporations includes preparation of powers
of attorney; preparation and filing of Articles of Incorporation; preparation
of corporate minute books, bylaws and stock certificates; issuance of stock
certificates to initial shareholders; assistance in opening bank accounts and
obtaining federal identification numbers; preparation of corporate resolutions;
engagement of U.S. accountants for tax preparation; and providing ongoing consultation.
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Please contact Orlando office at (407)-566-9503
e-mail: Mark Rutecki & Associates