Corporate

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.

A trademark protects the name, logo, slogan, or design that identifies your product. If you offer services rather than physical goods, it’s called a service mark—but the term “trademark” is commonly used for both.

If you’re using a name or logo in your business and want to prevent others from using something similar, a trademark gives you the legal right to do so. It also adds value to your brand and can help you stop competitors from trading on your reputation.

In Florida, you can register a trademark at the state level, which protects your rights within the state. For broader protection, a federal registration through the U.S. Patent and Trademark Office offers national enforcement rights and more tools to deal with infringement.  You should consider registering a trademark if:

• You’re using a distinctive business name, logo, or product line

• You’re investing in marketing or brand development

• You want exclusive rights to your brand name in your market

We handle both Florida and federal trademark filings and can help you decide whether registration makes sense for your business.

In most cases, no. A sole proprietorship may be the default if you’re operating under your own name without filing anything—but it leaves you personally liable for all business debts and legal claims.  If the business is sued or can’t pay a vendor, your personal bank accounts, investments, and other assets could be on the line.

Forming a Limited Liability Company (LLC) is the better choice for most startups. It’s inexpensive to form in Florida, easy to maintain, and protects you by keeping business liabilities separate from your personal assets.  If you’re serious enough to run a business, you’re serious enough to shield yourself from personal risk. We can form your LLC and get everything in place so you’re set up correctly from the start.

Every business needs a core set of written agreements to operate professionally, manage risk, and avoid costly misunderstandings. Whether you're a solo professional or managing a growing team, having the right documents in place makes day-to-day operations smoother—and protects you if something goes wrong.  Here are five agreements we recommend for most Florida businesses:

1. Service Agreement or Engagement Letter.  This is the foundation of how you work with clients. It should outline the scope of services, pricing or billing structure, deadlines, communication expectations, and what happens if either party doesn’t follow through. A well-drafted engagement agreement can also set boundaries on liability, define dispute procedures, and keep your client relationships on solid ground.

2. Indemnification and Hold Harmless Provisions.  Whether built into your service agreement or addressed in a standalone contract, these provisions are essential when you're providing services that could carry risk. They protect your business by requiring the other party to cover certain losses or claims—and prevent you from being held responsible for things outside your control.

3. Privacy Policy (especially if you collect client or user data).  If your business has a website, online forms, or collects customer information in any way, a privacy policy is not optional—it’s a legal necessity. A clear, compliant policy explains what data you collect, how it's used, and how it's protected. This is especially important for professional service providers, online businesses, and anyone using email marketing or analytics tools.

4. Employment or Independent Contractor Agreement.  Whether you hire employees or work with contractors, you need clear terms that spell out duties, pay, expectations, confidentiality, and legal classification. These agreements help you avoid disputes, establish the right relationship, and prevent future claims for misclassification or unpaid compensation.

5. Non-Disclosure Agreement (NDA).  An NDA protects your confidential information—client lists, internal processes, financials, or anything else you wouldn’t want shared or used without permission. It’s a key tool when working with contractors, vendors, collaborators, or anyone else who may come into contact with sensitive business information.

We routinely draft and customize these agreements to fit the way our clients actually operate—not just what a template says. If you're not sure where to start, we’ll help you focus on what matters most and build a solid legal foundation for your business.

A copyright protects original works of authorship, such as written materials, music, art, software, photographs, and other creative content. You automatically own a copyright when you create a qualifying work—but registration with the U.S. Copyright Office gives you valuable additional rights.

You should consider registering a copyright when:

• The work will be published or distributed publicly.

• The work has significant commercial value or is central to your brand (for example, website content, training materials, videos, or software).

• You want to be able to sue for infringement or recover statutory damages if someone copies your work without permission.

Without registration, it is much harder to enforce your rights in court. Copyright registration is generally inexpensive and provides long-term protection, so it’s often a smart step for any business producing original content.

A Fictitious Name, also known as a DBA (Doing Business As), is any name you use to conduct business that is different from your legal business name—or, for sole proprietors, different from your personal legal name.

Examples:

• If your LLC is “Smith Ventures, LLC” but you advertise as “Smith Consulting,” you must register “Smith Consulting” as a Fictitious Name.

• If you are a sole proprietor using a trade name rather than your personal name, you must register that name.

Legal Requirement:
In Florida, registering a Fictitious Name is required under Chapter 865, Florida Statutes, if you conduct business under a trade name. Registration provides public notice of who owns the business and allows you to operate lawfully under that name.

Importantly, failure to register a required Fictitious Name is a second-degree misdemeanor under Florida law, punishable by fines or criminal penalties.

Key points about Fictitious Name registration:

• It does not create a new legal entity or provide liability protection.

• It does not grant exclusive rights to the name—you must pursue separate trademark registration to obtain formal name protection.

• You may not legally enforce contracts entered into under an unregistered Fictitious Name.

Registration process:

• Advertising: Florida law requires you to publish a legal notice of intent to register the Fictitious Name in a newspaper in the county where your principal office is located. This is a one-time notice, completed before filing the registration.

• Filing: You file the Fictitious Name Registration electronically with the Florida Division of Corporations and pay the required fee.

• Renewal: Registrations must be renewed every five years to remain valid.

• Banking: Many banks will require proof of Fictitious Name registration before allowing you to open a business account in the name.

While the process is relatively straightforward, compliance is mandatory. Registering a Fictitious Name helps avoid legal complications, supports transparency, and ensures your business operates properly under Florida law.

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 certain regulated industries.

• Trust and estate administration: Certain trusts and estates are required to 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 or expected when:

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

• Applying for certain state or local licenses or permits.

• Contracting with vendors or clients who request an EIN in place of a personal Social Security Number.

• Maintaining separation between personal and business finances, which supports both liability protection and clear 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 basic step that helps formalize your business operations and supports proper tax and regulatory compliance.

If you are no longer operating your business and want to formally close it, the proper way to do so is to file Articles of Dissolution with the Florida Division of Corporations. This applies whether your business is an LLC or a corporation.

Filing Articles of Dissolution officially ends your company’s active legal existence and prevents future obligations such as annual report filings or state fees. It also helps protect you from potential liability for actions taken in the name of the business after it has ceased operations.

The process generally includes:

• Winding up business affairs: Before filing, you must pay any outstanding debts, distribute remaining assets, and address any final tax obligations or legal matters.

• Filing Articles of Dissolution: You file this document with the Florida Division of Corporations and pay the required fee. Once filed, the business is officially dissolved in state records.

• Notifying relevant parties: It’s good practice to notify creditors, customers, and vendors that the business is closing. You may also need to close tax accounts and cancel licenses or permits.

Why not just let the state administratively dissolve the company by not renewing the annual report? It is true that if you do not file your annual report, the Division of Corporations will eventually administratively dissolve your business. However, this is not the best approach, for several reasons:

• Liability exposure: If your business is simply left inactive without formal dissolution, creditors or others may still attempt to assert claims based on the appearance that the business exists.

• Corporate formalities: Failing to follow proper dissolution procedures can undermine your limited liability protection. Filing Articles of Dissolution demonstrates that you properly wound up the business.

• Tax and legal clean-up: A business that is administratively dissolved may remain subject to tax or reporting obligations if other agencies (such as the IRS or the Department of Revenue) are not properly notified.

Filing Articles of Dissolution is the clean, proper way to close a business, and it provides legal and practical benefits over simply letting the business lapse through non-renewal. We generally recommend taking this formal step when you are ready to cease operations

Maintaining proper business records is essential for both legal compliance and sound business management. Certain records are required by law; others help protect your liability shield, support tax filings, and reduce the risk of disputes.

At a minimum, every business should maintain:

• Formation and governance documents:
  • Articles of incorporation or organization and any amendments
  • Operating agreement (LLC) or bylaws (corporation)
  • Shareholder agreements, partnership agreements, or buy-sell agreements
  • Written consents or meeting minutes documenting major decisions

• Ownership records:
  • Member or shareholder ledgers
  • Stock certificates (if applicable)
  • Records of capital contributions

• Financial records:
  • Federal and state tax returns (retain at least 7 years)
  • Financial statements and accounting records
  • Bank account statements and reconciliation records
  • Payroll records (if applicable)
  • Documentation of loans, credit lines, or financing arrangements

• Licensing and compliance:
  • Copies of business licenses and permits
  • Fictitious name (DBA) registrations (if applicable)
  • Annual reports filed with the state

• Contracts and legal documents:
  • All active contracts (vendor agreements, customer contracts, leases, etc.)
  • Past contracts as needed to support legal obligations or tax positions
  • Intellectual property registrations (trademarks, copyrights) and related documents

• Employee and contractor records:
  • Employment agreements, independent contractor agreements
  • Personnel files (applications, performance reviews, disciplinary actions)
  • I-9 forms and required employment tax records

Proper recordkeeping not only supports your legal obligations—it also demonstrates that your business is operating as a separate legal entity, which is important for maintaining limited liability protections. Good records help ensure you are prepared for tax audits, ownership transitions, and potential legal claims.

Records should be kept securely and organized for easy access. In general, most financial and tax records should be retained for at least 7 years, while core governance and ownership documents should be retained permanently.