About Corporate Law


Are you searching for more information on business incorporation or need help with a start-up, business litigation, writing contracts or operating agreements? The attorneys at LOIGICA can assist you with any number of corporate legal matters.

Read below for further information or contact us today to speak with one of our corporate law attorneys.



We primarily represent startups to medium sized companies focused on increasing revenue and maintaining growth. We have helped clients in a variety of industries to develop their business and to protect them against any potential claims or liabilities. We regularly advise entrepreneurs on a wide range of matters from helping them select and implement the proper legal structure from which to launch their start-up business and to develop and grow their start-up business. As entrepreneurs and Miami startup lawyers, we appreciate the fast-paced, around-the-clock schedule that may be required to take a project from idea to launch and routinely roll up our sleeves along with you every step of the way. With the entrepreneur and start-up business in mind, LOIGICA has structured a start-up package focused on the immediate needs of start-up ventures, while keeping your budget in mind. For example, LOIGICA Start-up Package includes the following:

  • A 60-minute power brain storming and strategy session with our start-up team of lawyers;
  • Organization of the Company or Corporation with all of its required documents such as: certificate of status, certificate of formation, FEIN number or Employment Id Number;
  • Reviewing Florida employment and sub-contractor laws with the Client;
  • creation of the Corporate record book, including its Operating Agreement, Bylaws, Written Consents, Membership Certificates or Stock Certificates;
  • Contracts, Confidentiality Agreements, Non-Disclosures and Covenants not to compete among others; and
  • Discussing Intellectual Property Law subjects such as trademarks, copyrights and patents.

We know how important it is to clearly establish what each party wants, and when certain products or services are to be rendered. Business disputes in fact often involve allegations of breach of contract. Contracts are the basis of a business, mutual promises that promote confidence and a viable business model.

If you have a contract with another party and you feel the other party has not fulfilled their obligations, you should contact LOIGICA, P.A. We will assist you in obtaining the proper remedy or help you defend a claim. The Attorneys at LOIGICA will work hard to give you the kind of personal representation you need to help your business stay viable. As business attorneys, we strive to provide a high level of satisfaction to clients throughout Miami, Florida, and we look forward to showing you what we could do for you.

Out goal is to provide the kind of assistance today’s business owner needs in a competitive global marketplace. we provide a range of services, including contract negotiations, strategic planning services, and ongoing legal counsel to help keep your company fully compliant and on a solid financial footing.


Responding to or pursuing legal disputes is often a part of doing business. However, it is possible to manage these disputes efficiently and minimize their effects on the overall health of your business. LOIGICA’s business department is experienced in corporate transactional law and business litigation, focusing on a wide array of issues, including business litigation, corporate formation and start-up law, advising corporate directors, officers, and business entities with regard to everyday business activities.

LOIGICA is very selective in accepting cases and clients, to make sure each client will have the necessary personal attention for the most successful outcome. With many satisfied clients throughout the Miami metropolitan area, LOIGICA and its team are highly qualified advocates and respected negotiators who handle a wide array of matters for businesses, entrepreneurs, families, and individuals in need.

LOIGICA acts as general counsel to numerous businesses, varying in size from 1 – 25 employees. LOIGICA has assisted in the formation and continuing growth of sole proprietorships, general partnerships, limited partnerships, limited liability companies, limited liability partnerships, and Corporation.

Furthermore, LOIGICA’s attorneys have an unwavering commitment to its business clients’ interests, standing ready to litigate any dispute that cannot be resolved through informal negotiations. Regardless of the client’s size, however, LOIGICA’s primary emphasis of quality, yet personable service, remains a key factor to maintaining client relations.


One of the main issues that startups encounter when forming their business is determining what type of entity would best suit their company. There are so many and they all sound confusing! But don’t fret because this will clear everything out.

Sole Proprietorships:

You are the business and the business is you, there is no distinction. It is the easiest to form and operate because you, as an owner, don’t need to file any paperwork for it. In terms of the earnings that you get and the taxes that you file, it is no different than from what you will usually file. You will report any business profit or loss on your personal tax return. However, the owner is personally liable for any lawsuits filed against the business and your personal assets are at risk from being taken by creditors if anything were to happen to the business.



It forms once a sole proprietor brings on a partner into the business. Like a sole proprietorship, there is no need for paperwork to be filled out. This is not the most reliable form of business because it can bring along with it many disadvantages. For example, it is not protected like the LLCs when it comes to liability. Each partner is responsible for everything that the business involves, it one person makes is not reliable or makes a mistake, you are responsible for it, it doesn’t matter if you or your partner did it, and everyone’s assets are fair play, which is what makes this type of entity quite dangerous if you are not careful.


C Corporations or S Corporations

In a corporation your business is separate from you in every way. They are independently legal and have a different tax system. You will be subject to a corporate tax rate instead of a personal rate, where the tax that the company has to pay depend on the total profits that the company makes as opposed to the business’ gross income. Additionally, there is no limit in the number of shareholders or transferability of member shares. This type of entity is great for business that plan on eventually going public, however, for small business it might be a little overwhelming with all the record keeping and paperwork involved.


Limited Liability Companies

Like the C Corporations, LLCs have independent legal structures detached from their owners. So you can keep your personal assets safe even if you have business debts. In addition to that, LLCs also have another level of protection called Charging Order Protection, which means that if you get sued your company will not be affected or taken away. In terms of taxation, LLCs act like a sole proprietorship if one person only owns it; this means that you will fill it in your personal income tax. If there are multiple owners, then it will be taxed like a partnership.


B Corps

B Corps or Benefit Corporations are for-profit based entities that include a positive impact on society and the environment in addition to profit as its legally defined goals. Another way to look at this type of entity is by explaining it as a hybrid between a non-profit organization’s values while simultaneously pursuing profits like a regular corporation. In every other way it acts like a corporation.

B-Corps are certified by the nonprofit B Lab to meet rigorous standards of social and environmental performance, accountability, and transparency. Today, there is a growing community of more than 1,000 Certified B Corps from 33 countries and over 60 industries working together toward 1 unifying goal: to redefine success in business.

B Corps are trending with businesses seeking to make a positive impact on society and the environment. Although these entities have only come into existence over the past four years, B Corps are gaining momentum and credibility with the public. Certified B Corporations are leading a global movement to redefine success in business.

As new entities, benefit corporations will be under a significant amount of scrutiny. In addition to standard annual reporting required of all corporations, B corps will also be required to provide “benefit reports” as evidence they are adhering to their beneficial purpose. These reports must be submitted to shareholders, the Secretary of State, and published online. Directors and officers will be required to consider the impacts of their decisions not only on shareholders but also “stakeholders” to include employees, suppliers, customers, the environment, the community, and any other faction that the corporation’s purpose might affect. See more at


Operating Agreements or Bylaws are the rules and regulations that given the internal operations of a business that suits the specific needs of the owner. LOIGICA knows that starting a business is not an easy thing to do. It’s actually quite frightening to take a leap into the unknown while hoping that you land on your feet and ready to run. But to be certain, it is important to have your Operating Agreement or Bylaws in place before you start running your business.

LOIGICA will draft or review your Operating Agreement or Bylaws so you take control of your business. An Operating Agreement or Bylaws is one of the most important private documents of the company or corporation because it gives structure to your business’ financial and functional decisions. Its purpose is to govern the internal operations of the business in a way that suits the specific needs of the owners. This document outlines the percentage of a members’ ownership, responsibilities and duties of the members and managers, it establishes the outlines for the distribution of profits and loses, and buy-out and sell-out rules, among other things.

Our attorneys at LOIGICA will ensure that your Operating Agreement or Bylaws set out all the important ground rules for the structure and operations of the LLC or Corporation. ContactLOIGICA in order to draft or review your Current Operating Agreement or Bylaws.


40 SW 13th Street,
Suite 102
Miami, FL 33130


Calle 19 No. 4-88
Oficina 15-01
Bogota, DC 110321


Office: + 1 786.292.9704
Fax: + 1 305.830.9434

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