Establishing a business entity for any type of business endeavor can be a positive move in that it provides liability protection, allows for the expensing of debts and better accounting for the same. For business owners, it is often beneficial to form an entity for some or all of the following reasons: Liability Protection, Tax Savings/tax deductions, Credibility, Formality, Perpetual Duration, Control Over the Transfer of Ownership, which also allows the raising of capital by the selling shares of the subject company, and/or Confidentiality.
Florida and Delaware are two of the best options where one can incorporate their business. These states have business, tax, and privacy laws that are beneficial for business.
As for liability protection, the law allows entrepreneurs to form corporations, LLCs as well as other legal entities as a shield against personal liability. Individual owners and officers or members are considered separate from their corporations or LLCs. When a corporate or business debt is owed, creditors can pursue the company but not the individuals operating the said company. Unless the corporate form is abused, misused or monies are comingled, owners and operators of said entity are personally protected. However, when business formalities are not followed then creditors can pierce the corporate veil and go after the subject individuals under the alter ego doctrine. Examples of the foregoing include, but are not limited to, commingling corporate and personal funds, disposing of corporate formalities, diverting corporate assets for personal use, etc., can open up a business entity to potential alter ego claims and thereby hold the owners and operators to personal liability.
Further, different entities cannot be held jointly and severally liable for a breach of contract case merely because the two have the same officers, members, owners or the same physical address or email or telephone.
For the most part, unless an individual is an actual party to a contract that individual may not sue or be sued for breach of said contract, particularly when that non-party has at most received only an incidental benefit from the subject contract. For instance, a parent company which is not a party to the said contract can be held liable for its subsidiary’s breach of the contract only when it can be shown or proven to be an alter ego of the parent and was in place merely to mislead the parent’s creditors. Business impropriety should not be presumed by the mere fact that the two entities share a physical address or office or an officer, director, or member.
The foregoing is a very brief and general overview of the benefits of forming a business entity in Florida.
If you have any additional Questions regarding the foregoing or have any legal issue or concern, please contact the law firm of CASERTA & SPIRITI in Miami Lakes, Florida.