Persevering in the effort to convey to our kind readers the best of our experiences, today we will touch on the topic of company formation. I don't know about you, but I have heard on several occasions the affirmation that in the US setting up a company is a simple procedure that can even be done online. Although this is absolutely true, it is convenient to make several clarifications in this regard.
The Form of your Company
Consider, first of all, that setting up a company is one thing and adapting to your particular needs is another. Make sure that the incorporation document as well as the bylaws are conveniently written and that they do not correspond to those standardized texts that, for convenience, some advisors recommend.
Secondly, after the constitution of the company comes its maintenance for life. This involves declaring income tax, canceling tax duties, and keeping corporate books, among other things. Here, unlike the Venezuelan registry procedures, a company cannot be incorporated and left “sleeping the sleep of the just”.
Third, although it is easier to incorporate an anonymous company, it is advisable to explore the different types of legal entities to determine which one is best suited to your case. In this sense, we will take a brief walk through the most common types of constitution used in the State of Florida, which are the following:
- Personal Signature (Sole Ownership): It is the legal form that requires the least requirements and the lowest cost for its creation. The owner declares the company's taxes together with his personal taxes and is joint and several with all the commitments and obligations contracted by the legal entity.
- General Partnership: It has similar advantages to those reported by the personal signature but referred to several people or partners.
- Limited Partnership: It is formed when the partners who do not participate in the managerial activity - limited liability partners - coexist with the general partners.
- Limited Company (Corporation): It is created through a more complex registration procedure that involves formalities related to the consignment of the articles of incorporation and the statutes (by laws) before the Public Registry; the opening of accounting, administrative and corporate books; and holding meetings of shareholders and directors. The corporation represents an effective instrument for its shareholders to reduce their personal liability and to obtain tax discounts derived from expenses attributable to the company for marginal benefits, depreciation and amortization of assets. Some disadvantages of the Corporation are the high costs of registration and the tax regime to which it is subject, which is nourished by both the profits of the company and the dividends received by the shareholder.
- Limited Liability Company (LLC): It is a legal form that combines the advantages of the Limited Association with those of the Corporation. In this way, members have limited personal liability even when involved in managerial activities; the financial statements of the Company are not confused with the personal interests of its members; and the tax regulations allow the LLC to adopt either the tax scheme applicable to a corporation or the one used for associations.
Once this round has been completed, the question remains as to what would be the best legal structure for your personal project. The answer, of course, cannot be universal, but it is nevertheless possible to approximate some general recommendations. If your company starts with a moderate investment and you feel that there is a low probability of being sued in court for actions or omissions committed in the exercise of your activity, then choose to establish a Personal Firm, if you are alone, or an Association, if you are going accompanied.
Depending on the degree and speed of growth that you forecast for your company, it will be convenient to choose between the Limited Liability Company scheme or the Corporation scheme. Here it is important to point out that the Corporation, being a stock company, has better advantages than the LLC to attract investment in the institutional capital markets; therefore, if growth points to Wall Street or the NASDAQ, this would be the best option.
To conclude with this topic, it is good to ratify the need for you as an entrepreneur to identify, together with your accountant or lawyer, the most convenient legal form for your company and to require these advisors to collect your concerns at the time of writing the texts. constitutive. In other words, reject any proposal to incorporate a company from one day to the next, "package", without you not even providing the name of the firm.
Message on Cell Phones: I don't understand how it is that there are people who waste the opportunity to promote their name or their activity through this means when they offer us the useless information that we are calling the number we are calling… Quote of the Week:
"Every good deed has its just punishment”. Juan Ramon Garces.