Business Formation

For most small businesses in Florida, the real decision is between forming a Limited Liability Company (LLC) or an S Corporation—and in many cases, they can be taxed the same.

An LLC is generally more flexible and simpler to manage. You can operate it without formal meetings, shareholder requirements, or rigid management rules. You also have options when it comes to taxes—an LLC can be taxed as a sole proprietorship, a partnership, or even elect S corporation status for tax purposes if it fits your situation.

An S corporation, on the other hand, is a corporation that meets certain IRS requirements and allows its income to pass through to its owners—just like an LLC with S corporation tax treatment. But S corporations come with stricter rules: limited types of shareholders, required shareholder payroll if owners work in the business, and more rigid distribution and recordkeeping requirements.

In terms of liability protection, both structures offer the same key benefit: your personal assets are generally protected from business-related debts and claims. Florida law makes no meaningful distinction between the two on that front.

In practice, most small business owners choose LLCs because they’re easier to run and allow for the same tax treatment when needed—without the administrative overhead of a corporation. We can help you choose the best fit based on how you plan to operate and grow.

Yes. Filing your articles is just one step. You also need internal governance documents—like an operating agreement (LLC) or bylaws and shareholder agreements (corporation)—to define roles, ownership, decision-making, and what happens if an owner leaves or passes away. These documents reduce future conflict and provide structure beyond the bare minimum required to register your entity.

Yes. Even if you're the sole owner of an LLC, having a written operating agreement is still important. It reinforces liability protection, outlines how your business is managed, and helps demonstrate that the LLC is a separate legal entity. Many banks also require it to open a business account.

An operating agreement also gives you the opportunity to include pay-on-death (POD) provisions, which can help direct ownership after your death and reduce the need for probate. It’s a smart way to add structure and peace of mind, even in a single-member setup.

An EIN (Employer Identification Number), also known as a Federal Tax Identification Number, is a unique number issued by the IRS to identify a business for tax and reporting purposes. It is used instead of a Social Security Number for business-related filings and transactions.

When an EIN is required:

You must obtain an EIN in the following situations:

• Entity formation: If you form a corporation, a partnership, or an LLC with more than one member, or if your LLC elects S Corporation tax treatment.

• Employment: If your business hires employees.

• Regulated tax or industry activity: If you must withhold taxes on certain payments, or if your business operates in regulated industries.

• Trust and estate administration: Certain trusts and estates must have an EIN to manage assets and file tax returns.

When an EIN is not required but often needed:

Single-member LLCs taxed as disregarded entities and sole proprietors with no employees are not required to have an EIN for federal tax purposes. However, in practice, an EIN is often needed when:

• Opening a business bank account in the business’s name.

• Applying for licenses or permits at the state or local level.

• Working with vendors or clients who require an EIN in place of your Social Security Number.

• Separating personal and business finances, which supports liability protection and accurate financial records.

How to obtain an EIN:

You can apply directly through the IRS website or submit the appropriate form by mail or fax. There is no fee to apply.

An EIN is a foundational step in formalizing your business, supporting tax compliance, and enabling proper financial separation and reporting.

Yes, but it’s important to document ownership changes properly. We can prepare updated operating agreements, shareholder consents, or membership interest transfers to reflect the new ownership structure. Planning ahead helps avoid confusion about decision-making, profits, and buyouts down the line.

Ideally, you should form the business before signing contracts, advertising, or generating income. This protects you from personal liability and makes it easier to open accounts, sign leases, or enter into agreements in the business’s name. If you’ve already started operating, we can still get the right structure in place moving forward.

At minimum, Florida requires an Annual Report filing to keep your entity active. Depending on your business, you may also need to renew licenses, pay taxes, or update internal records. I can help track key dates and prepare what’s needed each year.

A registered agent is the person or business designated to receive legal notices, lawsuit papers, and official correspondence on behalf of your company. Florida requires every LLC or corporation to maintain a registered agent with a physical in-state address who is available during normal business hours.

While many people initially list themselves, it’s often better to appoint someone who can reliably handle time-sensitive legal mail. I assist clients in properly designating a registered agent and can serve as agent or help coordinate a professional service if needed.