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Direito das Sociedades

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Direito das Sociedades

Kelley Kronenberg offers global and transparent advice on the different types of corporate structures that can be implemented in Florida and provides valuable support in setting up your company. Choosing the right legal form for your company is essential. In this sense, there are no exact formulas, but the elements and needs of each activity must be assessed to identify the correct corporate structure. Below is a brief overview of the most common types of companies in the USA.

Lawyer Sonia Oliveri is available to provide a first free consultation on the type of company most suitable for each specific case.

Single Ownership (Simple Single Company)

Corporate form for a sole proprietorship where the registered owner is the sole owner of the company and is responsible for the management of the company.

Partnership (General Partnership and Limited Partnership)

The Partnership (Association), although an independent legal entity distinct from its members, capable of acting on its own behalf, does not offer particular protection to the assets of individual members in relation to any creditors. The shareholders, in fact, remain responsible for any debts of the company (substantially comparable to a company in the collective name of civil law countries). Although the company’s statute is not required by law, it is advisable, in order to avoid possible legal disputes, to provide the Company with the appropriate corporate documentation.

Limited Liability Company (LLC)

An LLC is similar to a limited liability company and enjoys special popularity among local and international investors, not only due to a relatively simple structure, but also due to the limitation of liability to protect individual members of the company. In fact, in an LLC, in general, members are not personally responsible. Although it is possible to overcome the corporate shield and achieve equity through legal action (the so-called “Piercing the Corporate Veil”), this action is extremely difficult if the company’s documents have been carefully prepared and maintained and if certain procedures are followed. followed by the conclusion of the company’s activities. The LLC structure is also frequently used for planning real estate investments. Note that the discipline for American companies varies from state to state, since in the United States each state has the power to legislate independently in the field of company law. To avoid having to respond with personal property, and to ensure compliance with state regulations on the subject of business, it is essential to help a lawyer who can provide advice not only in the corporate training phase, but also later in the company’s daily life. company.

Corporation (S Corporation and C Corporation)

Despite the common use of the term, referring to impressive structures, in the United States, not only large companies use the Corporation’s corporate structure, but also medium and small companies. The popularity of this alternative corporate form can be explained by the desire to achieve a strong separation between shareholders and companies, with the consequent strengthening of the limitation of liability for shareholders and easier access to capital through the issue of shares. However, it is opportune to pay attention to the choice of the type of corporation. In fact, on the one hand, a C-Corporation is taxed at two levels, the corporate and the personal of the single member; on the other hand, an S-Corporation will only be taxed at the partner’s personal level. Finally, if it is decided to turn the corporation into LLC, this will be assessed for tax purposes as a real settlement, with consequent typical taxation. On the other hand, moving from an LLC to an Inc. is possible through a very smooth procedure.

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