While creating a company can be fairly simple by logging onto your state’s corporation website and filling in some forms, only licensed attorneys can perform this service for others. The state of Florida is adamant that performing this service for others is the practice of law, regardless of whether the person creating the entity charges a fee for this service or whether they are performing this service for close family and friends.
If your accountant or other consultant offers to perform any of these services, that is the unlicensed practice of law. You should seek the assistance of an attorney for such services.
In the case Florida Bar v. Town, the Florida Supreme Court held that the charter of a corporation is a contract between the corporation and the state, as well as a contract between the shareholders and the corporation. The Bylaws is a contract among the shareholders and between the shareholders and the corporation. The same principle was applied to the Articles of Organization for limited liability companies in the case Florida Bar v. Fuentes.
As such, these are contracts that can only be created for others by licensed attorneys. In Florida, individuals can create companies on their own, just not for others.
In both cases, non-lawyers created Florida entities for their clients. In Town, the respondent claimed to be a specialist in the incorporation of businesses. Respondent created a corporation by preparing the charter and filing it with the state. Subsequently, respondent drafted the bylaws of the corporation, resolutions, and other documents incidental to the contractual rights of the corporation. Respondent was enjoined (ordered to stop) from filing charters, creating entities for others, and drafting corporate agreements.
In Fuentes, the respondent was an accountant who created a limited liability company by preparing and filing the Articles of Organization. Respondent drafted pre-incorporation agreements and subscription agreements. The respondent argued that he simply filled in the blanks of the forms. The Florida Supreme Court stated that if that is the extent of his knowledge in these transactions, then he can offer only a limited, misleading, and dangerous pseudo-legal service. Respondent was enjoined from creating any entities and drafting agreements.