Forming a business or corporation without the necessary legal assistance upfront can lead to costly mistakes and delays.
There are many steps to take and errors made in the registration process or related documentation can have serious consequences.
As experienced business and corporation formation lawyers based in Fort Lauderdale, we will make sure that you get your company formation right from the start.
That will save you from potential problems and issues both at the beginning and later on.
Whether you are looking to create an LLC, a corporation, or another type of business in the Fort Lauderdale area, we provide the experienced legal counsel you need.
Our team of lawyers is well-versed in all types of business formation in Florida.
Fort Lauderdale business & corporation formation
You have essentially four options for business structure if you are looking to start a business in Fort Lauderdale:
- A corporation
- A Limited Liability Company (LLC)
- A Doing Business As (DBA)
- A Partnership
The first of these, a corporation, is considered a separate entity to the owners. This provides liability protection and is often the best option for large companies and startups that need to raise significant funding.
A corporation has a structure that includes:
A Limited Liability Company (LLC) is a separate entity that also provides some limited liability to the owners but with less complexity (and lower taxes) than a corporation.
An LLC is the most popular choice for startup companies as it is simpler to form and easier to manage than a corporation. No directors or officers are required in an LLC.
The DBA is the least popular choice these days. It is not considered a separate entity to the owner of the business and therefore provides no liability protection.
It is sometimes called a “fictitious name” because a DBA is really just a trading name that may be different from the name of the individual or partners who own the business.
A Partnership is a separate entity from its owners and can take many forms. A partnership can be a general partnership, limited liability partnership, limited partnership, or a limited liability limited partnership.
Partnerships have become less common after the creation of the Limited Liability Company corporate form. However, partnerships can provide strategic management and tax advantages if formed properly.
What steps are required in a company or corporation formation?
We will focus on the two most popular business types in Fort Lauderdale: LLC and corporation.
The steps required to form these entities depend on the option you choose.
Limited Liability Company (LLC) formation in Florida
In order to start a Limited Liability Company in Fort Lauderdale, we need to take the following steps:
- Select a name
This may sound simple enough but your name must contain either:
- The words "Limited Company"; or
- The words "Limited Liability Company,"; or
- The abbreviations "L.C." or "L.L.C."
Note that “Company” can be abbreviated to “Co.” and “Limited” can be abbreviated to “Ltd.”
Your name must be different from all other registered business names included in the Department of State’s Florida Division of Corporations database.
- Appoint a registered agent
You need a registered agent for service of process in Florida.
This can be any individual or business with a physical street address in the state that can receive legal papers if the company is ever sued.
- File Articles of Organization with the Florida Division of Corporations
In order to file Articles of Organization, you need:
- A physical address
- A business name
- A registered agent with a name and address
- The names and addresses of the managers of the company
You can file this either online or by mail and your lawyer can help.
- Create an operating agreement
While it’s not legally necessary to have an operating agreement outlining how your company will run if you don’t have one, the state of Florida will decide how your LLC operates. Operating Agreements can help resolve conflicts between the owners that may arise and not having an operating could result in costly litigation.
This is another key area where the help of a dedicated business lawyer can be invaluable.
- Acquire the necessary tax numbers and business licenses
All LLCs with more than one member need an EIN, which is like a Social Security Number for a company.
Another tax measure you may need to take, depending on your type of business, is registration with the Florida Department of Revenue.
You also need the appropriate state business licenses, depending on your business type and location. In addition, you will need to apply for city and county licenses to conduct business. The requirements for these licenses vary between each city and county.
The above steps get you set up but there are other obligations and compliance measures you must take annually to retain your LLC status.
Advice from an established business formation lawyer, as well as an accountant, is highly advisable.
How to form a corporation in Florida
To establish a corporation in Fort Lauderdale, we need to follow these steps:
- Select a name
The name of a corporation must contain either:
- The word "Corporation"; or
- The word "Company,"; or
- The word “Incorporated”; or
- Abbreviations of the above ("Corp.," "Inc.," or "Co.")
Your name must be different from any other registered business names included in the Department of State’s Florida Division of Corporations database.
- File Certificate of Incorporation
Once you file Profit Articles of Incorporation, you have legally formed a corporation.
You do this with the Florida Department of State Division of Corporations and you must include:
- The corporation's name and the street address of the main office
- The purpose of the corporation
- The number of shares it is authorized to issue
- The names and addresses of officers and/or directors
- The name, signature, and street address of an agent for service of process; and
- The name and address of the incorporator
- Appoint a registered agent
This is for the same reason and involves the same process as for an LLC (see above).
- Create your Corporate Records Book
A Corporate Records Book is where you hold your corporation’s key documents and it should be kept safely at your main office.
It should include:
- Minutes of director and shareholder meetings
- Stock certificates
- Stock certificate stubs, etc.
- Decide on your internal bylaws
You then create an internal document that outlines how your corporation operates. This is not required by law but highly advisable.
- Appoint initial directors
If the directors were not named in the articles you filed already, you need to appoint them after your corporation has been established.
For this, you need to complete an “Incorporator’s Statement” that includes the names and addresses of the directors, which should also be entered into the corporate records book.
- Conduct a Board of Directors Meeting
Usually, at the first Board of Directors meeting, you should:
- Appoint corporate officers
- Choose a bank for your corporation
- Consider the issue of stock
- Set the fiscal year
Other matters may also be discussed and recorded in the minutes.
- Issue stock
Each shareholder in the corporation must be allocated stock, usually detailed in stock certificates.
- Ensure tax and regulatory compliance
You will need to obtain a federal employer identification number (EIN) and, for corporations electing S corporation status, submit form 2553 within two and a half months of the beginning of your first tax year.
What services do we provide?
At Bryant Taylor Law, we provide a full range of business formation services for startups and existing businesses in the Fort Lauderdale area.
Start-up, emerging, and small business founding documents and formation
Our lawyers look after all the documentation and filing processes detailed above for start-up companies and corporations.
We also help emerging and established small businesses with the legal steps required when structuring or restructuring their business and for maintaining legal compliance in Florida.
General counsel services
As well as business formation and assistance for emerging companies, we provide general counsel services, such as:
- Corporate and business governance and compliance advice
- Contract preparation and negotiation
- Attendance at Board of Directors meetings
- Preparation of business agreements
- Business planning and strategy consulting
- Intellectual property consulting (trademark, copyright, patents, etc.)
- Preparation of non-competition agreements
- Risk management consultation and advice
- Human resource consultation
- Litigation services
Full-service legal services for expanding businesses
If your business is expanding, you are likely to face legal challenges that come with growth.
We provide a full range of services to help, including consulting and advice on:
- Trade disputes
- Employment and hiring matters
- Intellectual property issues
- Contract preparation
- Raising capital
Franchisor and franchisee formation and expansion
If you are looking to set up or expand a franchise business, we provide a full range of services to assist your growth:
- Strategic planning and advice
- Drafting and reviewing franchise documents
- Assisting on the sale or purchase of franchise businesses
- Advice on restructuring franchise systems
- Advice on raising capital
Contact a business and corporation formation lawyer today.
If you need any legal assistance related to corporation formation please contact us at (954) 282-9331 or book a consultation online.