Florida Incorporation Online

Definitions:

Articles of Incorporation
The Birth Certificate of the Incorporation. This document usually contains at least the Incorporation name, business address, and the Registered Agent information. It is filed with the state.

Articles of Organization
The Birth Certificate of the Limited Liability Company (LLC) or a Limited Liability Partnerships (LLP). It defines the relationship of the owners and their responsibilities, duties, management of the business. It is filed with the state.

Bearer Share Certificates
Certificates that represent a Share or quantity of shares in an incorporated entity defined in the Bylaws. The individual that holds (bears) the Certificate, owns that portion of the business.

Bylaws
The definition of the internal management structure of the Incorporated entity. Defining as well, the responsibilities of the Board of Directors, The Officers, and the Shareholders. The Bylaws are adopted at the first Board of Directors meeting and kept with the Corporate records.

Incorporation
An Incorporation is an entity created by definition in the laws of the state and is separate from the owners (the shareholders) with many of the same rights and abilities that a person has. An Incorporated entity begins its life when the Articles of Incorporation are filed with the state and the required fees are paid. An Incorporated entity (Incorporation (Inc.), Corporation (Corp), Limited Liability Company (LLC), Limited Liability Partnership (LLP)) may open bank accounts, own property, and contract with others. The Incorporated entity, being inanimate, does all its thinking through its management as defined in the Bylaws. The Incorporation is owned by the Shareholders and the Shareholders are not held responsible for the actions of the Incorporated entity.

S-Corp
An S-Corps' profits are passed to the shareholders through the payment of dividends and not taxed at the Corporate level. This election is granted by application to the IRS. Some of the requirements include that there be less than 75 Shareholders, must be individuals, estates or the like, as well the shareholders must agree in writing to a conversion to the status change. Although the state of Florida does not tax its Corporation's income, this could eliminate the double taxation at the federal level.

Limited Liability Company (LLC)
Based on the filed Articles of Organization it offers the advantage of the Corporations Limited Liability with the Pass Through taxation of the S-Corp without the IRS having to be the grantor. The income of the LLC is taxed to its members as though it was partnership regardless of the distribution of the funds from the business.

Partnership
A business entered into by more than one person. Each of the members can commit the business to contracts and each of the members personally share the commitments and tax burdens of the business. Although it is not required, it is a very good idea to define each of the members authority and responsibilities before opening the doors.

Limited Liability Partnerships (LLP)
An arrangement in which one or more General Partners and one or more Limited Partners. General Partners manage the business and have full obligation for the commitments and tax burdens of the business. Limited Partners share to the extent of their contribution to the business in the commitments and tax burdens but do not participate in the management of the business.

Registered Agent
An individual responsible for receiving legal correspondence on behalf of the Incorporation and must have a physical address in the state of Incorporation. This can be you or someone appointed by you.

Sole Proprietor
The Owner is the business and pays Self Employment Tax. The death of the Owner brings the death of the business. All finances are controlled by the Owner and as a result, the sole proprietor is 100% liable for the actions of the business. The management is at the whim of the Owner without the interference of others.

Non-profit Incorporation
A corporation which is formed with the purpose of benefiting the public in some way and by definition can not make a profit. It can be charitable, religious, educational, or scientific in nature. Taxes are not usually charged to Non-profits. If you apply for and are granted a 501c3 status from the IRS, you can collect tax deductible donation from contributors. Remember that Florida does not charge Corporate income taxes and the benefits extend only to federal tax classifications.

Share
A portion of ownership in an incorporated entity. The value of which is set by the Board of Directors.

Shareholder
A owner of one or more of the Shares of the Incorporated entity.