La constitution d’une société en Floride (Fr)
The choice of the social form depends on the objectives of each.
It could be :
- a Corporation (SA),
- a Partnership (Civil Society) or
- a Limited Liability Company (SARL).
I. THE CORPORATION (SA)
The articles of incorporation of the Corporation contain only the basic elements of society, namely:
- the name of the company,
- the duration of the company (limited or perpetual),
- the corporate purpose of the company,
- the number of shares that can be issued
- the address of the head office
- contact details for its legal representative.
The incorporation certificate is the only public document attesting to the incorporation of the company.
L’article 102 du Revised Model Business Corporation Act soumet les articles of incorporation.
The By-Laws determine the rules governing the internal functioning of the company.
Generally, the address of the registered office appears there.
The procedures for shareholders' meetings, the rules concerning directors, the procedure for amending by-laws, the rules concerning the allocation of dividends.
Unlike our French SA, the corporation does not require a minimum capital and can have an indefinite lifespan.
In addition to our SA, the Corporation:
- is responsible for his debts
- shareholders' liability is limited to their contributions.
Unlike LLC which is not subject to corporate tax,
the Corporation is taxed on its income and each shareholder is taxed on the dividends received.
Decisions are taken by the directors on the board of directors.
- can vote on significant changes affecting society
- may elect and remove members of the board of directors
- but cannot act on behalf of the company for daily management.
There are two types of Partnership (section 620 of the laws of Florida):
- The General Partnership whose formation is contractual, it is close to the general partnership in France
- The Limited Partnership requires registration; he is getting closer to the French limited partnership.
At least two partners are required whose liability is unlimited; profits are taxed at the level of each partner.
The Partnership simply completes an informal tax return and the partners must individually declare income, deductions and credit in proportion to their rights in the capital.
Each General Partner has the power to initiate the Partnership and has a voice and decisions concerning the Partnership are taken collectively.
Limited partners cannot intervene in the active management of the Partnership (they are in the same position as the shareholders of the Corporation but without management power).
III. THE LIMITED LIABILITY COMPANY
The officers of the LLC are appointed by operating agreements.
The corporate form is based on the principles of fiscal transparency and limited liability,
If no agreement is reached, management is devolved to all the partners according to their contribution to the capital.
Most foreign investors opt for the Corporation to do business in the United States; the incorporation formalities are much simpler than in France and only require a few weeks to be completed.
Florida's tax system also has many advantages to consider when incorporating
Lire l’article “ Investing in the United States: the advantages of Florida “