Florida vs. Delaware: The Limited Liability Company (Part One)

This initiates a three-part series where we will examine whether to form your business in Florida or Delaware. Whereas this post centers around the LLC, the C Corp, and the S Corp will be discussed in subsequent ones. The importance of this question cannot be understated. Laying the groundwork and legal framework is essential for any new business venture. One of the decision points that entrepreneurs will come into contact with is whether to incorporate and select a jurisdiction. Although there are many choices, Florida and Delaware emerge as two dominant choices for LLCs. Each state offers extensive advantages, but seeing how their nuances can factor into your long-term success is pivotal. With that in mind, let’s delineate the critical differences between forming an LLC in Florida versus Delaware. 

Formation Requirements

The formation requirements for Florida and Delaware are straightforward, and most experienced business law attorneys are equipped to handle it for you. An attorney will file a certificate of formation with either of the state’s governments, and a registered agent appointment is necessary within the state of incorporation. The filing fees in either state are relatively nominal, but there are slight differences. Neither of which will raise any serious concerns. Florida comes with a fee of $100, and there is an additional $25 charge for a registered agent. Delaware’s total cost comes to $90. 

Reporting Requirements & Taxation 

Compliance is an ongoing focus for any business, and this is where you will begin to see a difference between the two states. LLCs registered in Florida must file annual reports between January 1 and May 1. (There is also a $50 filing fee.) Delaware does not have this requirement because any business registered within the state is exempt from it. 

Taxation is often a critical point when choosing a jurisdiction. While both states view LLCs as pass-through entities, there are variances. (Pass-through taxation implies that the profits and losses of the LLC “pass-through” to the LLC’s owners without being subjected to entry-level federal income tax. The owners will report these gains or losses on their personal tax returns and will be taxed at their individual rates.) Florida LLCs are subject to a state sales tax, which must be factored into your business’s operations. Delaware, by contrast, is devoid of this. This may make it a favorable choice for those looking to avoid the additional burden of sales tax. 

Asset Protection 

Asset protection is likely one of the most vital components of forming an LLC. To be upfront, both states will shield your personal assets. However, there are disparities between Florida and Delaware. Delaware has a long-standing history and reputation for being associated with corporate-friendly laws. Delaware’s legal framework and past court rulings have made it immensely challenging for creditors to pierce through the LLCs protective layer. Although Florida does offer protection, it does not have the same resiliency as Delaware in certain litigation scenarios.  

Belchenko Law 

Though there is some overlap between Florida and Delaware, they are still different in how they view and treat LLCs. Each jurisdiction puts forth unique strengths and potential hurdles. When deciding between them, it is essential to assess your business’s operational needs, financial commitments, and protective assurance as they pertain to your personal assets. Belchenko Law is accustomed to helping LLCs make this decision because we understand the implications of choosing between these jurisdictions. Our advice is always tailored to your business, and we want to help you make the choice that augments your company’s trajectory. Let us be the legal cornerstone of your business’s future. Contact our office today to schedule your consultation.



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There are a lot of factors affecting businesses, one mistake can backfire and crumble everything. There are things in businesses requiring months of strategic planning and that exists every business life cycle. Wherever stage your business in, Belchenko Law has a business lawyer who can assist you with every step of the way. Our practice here at Belchenko Law is focused on corporate and business litigation in Miami, Florida. 

 

What We Do 

Olesia Y. Belchenko is helping both small and big businesses. Whether you are a start-up or an established business, our firm is here for you. Belchenko Law represents business owners, emerging companies, established companies, small businesses, entrepreneurs, and organizations in different industries that include e-commerce, real estate, education, retail, food and beverage, professional services, and advertising. 

 

Our business lawyer, Olesia Y. Belchenko, has extensive experience in business disputes, litigation, employment, corporate transactions, general counsel services, mediation, and general business law. 

It is one of our goals to help our clients move forward with their business path with minimized legal risks. We are here to advise when it comes to legal aspects of business planning, long-term business strategies, management, and operations.

 

Belchenko Law Services

 

Business and Commercial Litigation

There are situations when litigation is unavoidable, but here at Belchenko Law, we strive to resolve disputes before moving to litigation. We aim to have strategies that resolve disputes quickly. In events where a dispute moves forward to litigation, Olesia Y. Belchenko, P.A. is here to represent your business.

 

She has resolved matters including: 

 

  • Contract, commercial and transactional disputes 
  • Business torts, such as breach of fiduciary duty, and tortuous interference claims 
  • Disputes among partners or other co-owners of businesses 
  • Breach of fiduciary duty claims, including challenges to management decisions, claims of self-dealing and conflict of interests, claims for accounting 
  • Foreclosures of securitized and traditional mortgages 
  • Landlord and tenant disputes

 

Corporate transactions

Belchenko Law is here to assist businesses with drafting contracts, negotiation, and protect financial interests. We help our clients with business formation, operations, and even dissolution. We assist in business financing, business reorganization, and business contracts. 

 

General Counsel Services

Nowadays, maintaining full-time in-house legal counsel is not practical because it costs too much. It is not every day that you experience a legal problem. That is why most businesses turn to Olesia Y. Belchenko for solutions. 

 

International Legal Support

Some businesses span across borders, it is best to have a business lawyer who knows other country’s legal systems, court structures, and business customs. Olesia Y. Belchenko, P.A., in Miami, Florida provides services on a global scale.

 

Mediator

Olesia Belchenko is certified by the Florida Supreme Court as a Circuit Mediator. She has mediated with countless clients, resolving disputes while fostering a positive atmosphere to encourage a better outcome for all parties. She believes in a pragmatic approach.

 

We have been seeking solutions and assisting clients not only in Florida but from all over the world since 2013. Olesia Y. Belchenko, P.A. is here to deal with prosecution or defense lawsuits, business transactions, contracts, and legal consultation.