Business Law
Planning for the operation of a business entity requires the examination of a variety of factors. Among these are the relationship between the parties involved in the business, the equity structure, the type of business, as well as tax considerations and future plans. The choice of entity is a significant decision for any business enterprise.Sole Proprietorship

Partnership
There are two basic types of partnerships – general and limited: General Partnership. The general partnership is an association of two or more persons to carry on as co-owners of a business for profit. The partnership may be organized by an agreement that is written, oral, or implied. In a general partnership, all partners are general partners and each is liable for the debts of the partnership to the full extent of his, her, or its personal assets. An interest of a general partner in a general partnership is considered personal property and is not freely transferable. Limited Partnership. A limited partnership is authorized by the Florida statutes and exhibits characteristics of both a corporation and a partnership. A limited partnership is formed by filing a certificate of limited partnership with the Department of State (limited partnerships) or secretary of state (corporations and limited liability companies). The Florida statutes provide certain circumstances that result in the termination of the limited partnership; however, the partners may agree in writing to alter those provisions.Read More>
A limited partnership must pay an annual fee on its invested capital with each annual report. The limited partnership centralizes management in the general partner or partners and limits the liability of the limited partners to the capital they have invested or have agreed to invest or the value of the services they have agreed to provide. However, each limited partnership must have at least one general partner who is liable for the debts of the partnership to the same extent as the general partner of a general partnership. Limited partnership interests are not freely assignable, unless the limited partnership agreement so provides.
Corporations

Limited Liability Companies
The limited liability company has been authorized by statute since 1982, but only recently has this form of entity been seriously considered as a viable business form for a small business. One or more persons executing and filing “articles of organization” with the Secretary of State accomplishes the formation of the limited liability company. The limited liability company’s name must contain the term “limited company,” “limited liability company,” or the abbreviation “L.C.” or “L.L.C.” The limited liability company must adopt an operating agreement, which has a function similar to the bylaws of a corporation. Unless the operating agreement provides otherwise, management is vested in the members of the limited liability company. The limited liability company is designed to allow the principals to enjoy the limited liability of shareholders of a corporation and the tax benefits of a partnership.Importance of Entity Planning
