The art of the deal is what you, as an entrepreneur pride yourself on. At Pineiro Byrd PLLC, we make it happen by assisting in key negotiations and most importantly drafting the contracts or agreements memorializing the terms of the transaction. Whether the transaction involves distribution rights, licensing of intellectual property rights, or the purchase of the assets of a business, we prepare the documents comprehensively with the goal of protecting your interests and closing the transaction.
Incorporation can limit your personal liability as a business owner. In general, creditors of your corporation must satisfy their claims by seizing the assets of the corporation rather than your personal assets. In contrast, as a sole proprietor or partner in a partnership, you are financially responsible for all liabilities of the business, and your personal assets are subject to attack by creditors. Other benefits of incorporation can include greater tax deductions for health insurance and medical expenses, lower payments for social security tax and medicare tax, and greater opportunity to raise capital for the business through the issuance of stock.
The term S corporation refers to the way in which the corporation is taxed. An S corporation is a pass through entity. There is no corporate level income tax. Instead, a pro-rata portion of the annual profit or loss of the S Corporation is included on the personal tax return of each shareholder. If IRS form 2553 is filed within 75 days after incorporation, the corporation will be treated as an S Corporation for tax purposes. Many start-up businesses benefit by making the election to be taxed as an S Corporation.
A limited liability company (LLC) is like an S Corporation. Generally, business owners form an LLC rather than S Corporation if one or more of the following situations apply:
As a general rule, if these situations do not apply to you, then an S Corporation is a fine choice of business entity. However, LLCs do offer other advantages such as greater flexibility in dividing profits and losses among its membership and minimal corporate maintenance and paperwork.
The firm routinely drafts and negotiates loan documents for regional banks and institutional lenders, including commitment letters, promissory notes, mortgages, security agreements, assignments of leases and rents, loan participation agreements, subordination agreements, and future advance agreements for commercial and construction loans of all sizes. We prepare and file UCC-1 Financing Statements to ensure that the lender’s security interest in the designated collateral is perfected. The firm stays abreast of modifications to Florida’s documentary stamp and intangible tax laws, particularly how those changes affect loan transactions for lenders and borrowers.
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