1. October 13, 2015 Zachariah R.F. Evangelista Zachariah@Ser-Associates.com SER & ASSOCIATES, PLLC 2100 P ONCE DE L EON B LVD., S UITE 1180, C ORAL G ABLES, FL 33134 T: 305.222.7282; F:305.675.0703

2. Types of Business Entities Sole-Proprietorship Partnership Limited Partnership Limited Liability Partnership Corporation Non-Profit Corporation Social purpose Corporation Benefit Corporation Professional Service Corporation Limited Liability Company Professional Service Limited Liability Company 2

3. Entities you won’t use Sole-Proprietorship No protection from liability Partnership Exposed to liability caused by a partner 3

4. Questions -How many people are going to own the business? -Will the owners also manage the business? -Will investors be sought? -If there are multiple owners, how will the profits be distributed? How will the loses be distributed? How will voting rights be partitioned? - Will the business operate locally, statewide, throughout the United States, or globally? - Will you transact business on the internet? If so, you may want to reconsider your answer to the previous question. 4

5. Questions, continued -If multiple owners, will some of them be ‘silent’ partners? How silent will they really be? -What risk of litigation is the business exposed to? -Will new owners be allowed to join in the future? -Will you retain earnings for business development, or will you distribute all or most of the business’s earnings to the owners? -Will you go through the formalities of separating personal finances, books and records from the business’s finances, books and records? -Did you speak with your accountant? 5

6. Corporations Creature of state law Legal Person Limited liability of owners Fiduciary duties Required formalities Meetings Minutes Books Ownership represented in stock Double taxation Sub chapter S Ownership separate from management 6

7. Stakeholders Shareholders Directors Duty of loyalty Duty of care Officers 7

8. Documents of Corporation Articles of Incorporation By-Laws Minutes Corporate resolutions Shareholder’s agreement Restriction on transfer of stock Succession planning Voting Stock subscriptions 8

9. Limited Liability Company Creature of state law Legal person Limited liability for owner* Disregarded entity under tax code Owners are members Ownership represented by membership interest Great flexibility in management 9

10. Stakeholders Members Managers 10

11. Documents of LLC Articles of Organization Operating Agreement 11

12. Key Differences Changing Orders Elections Decisions Formalities Tax Treatment Transferability Limits on duties 12

13. Corporations with special purposes Non-Profit Corporation Social Purpose Corporation Benefit Corporation Professional Service Corporation/LLC 13

14. QUESTIONS 14

15. THANK YOU!!!! 15