Starting a Florida business means choosing a structure, checking its name and completing the filings and agreements that structure requires. Aaron Resnick, a Miami business attorney, helps owners organize LLCs, corporations and partnerships and advises sole proprietors. He also addresses taxes, licenses and ongoing compliance rather than treating the state filing as the entire job.
Aaron Resnick, a Miami business attorney with Law Offices of Aaron Resnick, forms LLCs, corporations and partnerships for domestic and international entrepreneurs in Miami, and advises sole proprietors on when to form an entity.
What Does a Miami Business Formation Lawyer Do?
A business formation lawyer helps owners choose a structure and put the required filings, governing documents and registrations in place. Aaron Resnick reviews liability, management and the planned operations before preparing the paperwork. The steps differ for an LLC, corporation, partnership and sole proprietorship; not every business needs articles filed with the state.
The work has six parts:
- Choosing the business structure. Aaron Resnick compares personal liability, tax considerations and the ability to raise capital against the owner's goals.
- Name reservation and registration. He researches the proposed name, checks the legal requirements and handles the appropriate reservation or registration.
- Articles of incorporation or organization. He drafts and reviews the required articles for a corporation or LLC.
- Licenses and permits. He identifies the local, state and federal permissions the business needs to operate.
- Tax registration and compliance. He helps the owner obtain an employer identification number when needed, register for applicable state taxes and understand local tax obligations.
- Operating agreements and bylaws. He writes the documents governing management, financial arrangements and operating procedures.
Law Offices of Aaron Resnick explains each step, from entity choice to the operating agreement, on its Miami business formation attorney page. This page gives the Florida rule behind each step.
Which Business Structure Fits a Florida Business?
An LLC, corporation, partnership and sole proprietorship carry different liability and filing rules. Aaron Resnick compares the owner's risks, management plans and need for capital before recommending a structure. He also coordinates the tax questions with the owner's accountant, because legal form alone does not decide every tax result.
| Structure | How It Starts | Potential Personal Liability | Read More |
|---|---|---|---|
| Limited liability company (LLC) | Articles of organization become effective and at least one person becomes a member at that time. | Members and managers are not liable for company debts solely because of their membership or management role. | Miami LLC attorney |
| Corporation | Articles of incorporation are filed, subject to a permitted effective date. | Shareholders generally are not personally liable merely because they own shares. The articles, unpaid share consideration and separate personal obligations still need review. | Corporations in Florida; S corporations; C corporations |
| Partnership | A general partnership can arise when two or more people carry on a business together for profit, even without intending that legal result. | General partners ordinarily can each answer for the entire partnership obligation. For obligations incurred while the business is a limited liability partnership, a partner is not liable solely because of that role. | General partnerships; limited liability partnerships; partnership agreements |
| Sole proprietorship | One person operates the business without creating a separate entity. | The owner and business are not legally separate, so the owner answers personally for business debts and obligations. | Sole proprietorships |
LLCs and Corporations
An LLC is formed when its articles take effect and it has at least one member under chapter 605, Florida Statutes. The chapter's liability protection concerns debts of the company, not every obligation a member may separately undertake. Failure to observe LLC formalities alone is not a statutory ground for imposing the company's debt on a member or manager.
A corporation is legally separate from its shareholders. Under chapter 607, Florida Statutes, its articles can impose personal liability on shareholders to a specified extent and on specified conditions. The share payment provision separately addresses the consideration owed for issued shares and its exceptions; it is not a promise that shareholders can never face liability.
An owner who signs a personal guaranty makes a separate payment promise. Chapter 725, Florida Statutes, generally requires a signed writing for an enforceable promise to answer for another's debt. Aaron Resnick checks the actual promise and signing capacity rather than assuming that every signature on a company contract is a personal guaranty.
Partnerships and Sole Proprietors
Under chapter 620, Florida Statutes, sharing business profits can create a presumption of partnership, but listed exceptions cover payments such as wages, rent, debt installments and loan interest. Joint ownership or sharing gross returns alone does not establish a partnership. An entity formed under a different organizational statute is not automatically a general partnership.
General partners ordinarily have joint and several liability, meaning each can be responsible for the whole partnership obligation, unless the claimant agrees otherwise or the law provides otherwise. An incoming partner is not personally liable for obligations incurred before admission. Partners cannot erase a creditor's rights merely by allocating liability among themselves.
A partnership becomes a limited liability partnership through the required approval and statement of qualification. The protection concerns obligations incurred while that status applies; it is not a blanket release of earlier personal liability.
A sole proprietorship does not create a separate legal entity. Aaron Resnick advises sole proprietors on registrations and whether forming an entity better fits their risks. Read whether to form an LLC or a corporation for a Florida business.
How Is a Business Name Checked, Reserved and Registered in Florida?
Florida LLC and corporate names must satisfy entity designation and distinguishability rules, subject to statutory exceptions. A qualifying available name can be reserved for a nonrenewable 120 days. Aaron Resnick checks both the state records and the proposed use; filing or reserving a name is not the same as owning trademark rights.
An LLC name ordinarily must contain limited liability company, L.L.C. or LLC under chapter 605, Florida Statutes. A corporate name must use corporation, company, incorporated or a permitted abbreviation under chapter 607, Florida Statutes. The names cannot falsely imply an unauthorized purpose or government connection.
A suffix, article, punctuation mark, symbol, singular, plural or possessive form does not create distinguishability by itself. Replacing and with an ampersand also does not distinguish a name. Aaron Resnick checks the LLC rules and corporate rules against the actual proposed name.
The comparison excludes specified fictitious name, general partnership and limited liability partnership filings. A nonidentical name that otherwise fails the test may be registered with the other entity's written consent filed at registration. The statutes do not permit an identical name through that consent exception.
Reserving a Name
An application can reserve an available name for an LLC or corporation for 120 days, with no renewal. The reservation can be transferred by the required signed notice. The department may revoke a reservation after a hearing if the application or transfer was not made in good faith.
The LLC name filing and corporate name filing provide public notice; neither alone creates ownership beyond existing common law rights. Aaron Resnick distinguishes the entity filing from the right to use the name in business.
Using a Fictitious Name
A business generally must register a name different from its legal name before using it under chapter 865, Florida Statutes. The statute exempts specified businesses using an existing licensed or actively registered name. Aaron Resnick checks the operator's legal, licensed and registered names before deciding whether a separate filing is required.
Registration requires certification that the intended name was advertised at least once in a qualifying newspaper in the county of the principal place of business. The registration year counts as the first calendar year; registration expires on December 31 of the fifth calendar year. Renewal during the expiration year extends it for another five years.
For an unregistered general partnership, the partners are the registrants. If the partnership is actively registered with the division, the partnership itself is the registrant. Fictitious name registration provides public notice only, does not reserve the name and does not override earlier name or trademark rights.
A business required to register that has not complied cannot maintain a Florida court action on its behalf until it complies. Its contracts remain valid and it may defend a lawsuit. Chapter 865 also provides for consequences including a noncriminal violation and possible attorney fees and costs for an aggrieved party.
What Must the Articles of Organization or Incorporation Say?
Florida LLC articles must identify the company, its principal office and its registered agent with written acceptance. Corporate articles also identify authorized shares and the incorporators. Aaron Resnick checks each entity's separate requirements and effective date before filing; articles establish the entity but do not replace its internal documents or operating licenses.
An LLC's required contents are its compliant name, principal office street and mailing addresses, and the registered agent's name, Florida street address and written acceptance under chapter 605, Florida Statutes. Its articles may identify management arrangements and authority, but cannot override the chapter's protected requirements.
Corporate articles must state the compliant name, initial principal office street address and mailing address if different, authorized shares, initial registered office and agent with written acceptance, and each incorporator's name and address. Chapter 607, Florida Statutes, permits additional terms, including the initial directors' names.
| Point | Florida LLC | Florida Corporation |
|---|---|---|
| Registered agent | Continuously maintain a qualifying registered agent and Florida registered office. | Continuously maintain a qualifying registered agent and Florida registered office, subject to statutory exceptions for specified regulated entities. |
| When the entity exists | When the articles become effective and at least one person becomes a member at that time. | On filing unless a permitted delayed date or a date within five business days before filing is specified. |
| Who manages | Members by default, unless the operating agreement or articles establish management by managers. | Ordinarily the board, subject to the articles and a qualifying shareholder agreement. |
| Internal organization | Establish the operating agreement and membership arrangements; an operating agreement is not a separate state formation filing. | Complete the organizational actions, including directors, officers and bylaws as applicable. The statutory written consent alternative requires every relevant incorporator or director to sign. |
| Annual report | January 1 through May 1, beginning in the year after the articles become effective. | January 1 through May 1, beginning in the year after the articles become effective. |
The Registered Agent
The LLC and corporate rules require an eligible Florida resident or another qualifying business entity, with its business address matching the registered office. The agent must accept in writing and forward process, notices and demands to the company. Specified regulated corporations have separate statutory arrangements.
An entity that fails to comply cannot prosecute or maintain a Florida court action until it satisfies the applicable requirements, pays amounts due and any penalty ordered by the court. Appointing an agent alone does not necessarily resolve every LLC requirement or every corporate requirement.
The Effective Date
An LLC's articles must become effective and the company must have a member at that time. The effective date rules allow specified earlier or delayed dates within their statutory limits. Aaron Resnick checks the filed document rather than using the application submission date as the entity's automatic start date.
For a corporation, chapter 607 permits the filing date, a permitted delayed date or a specified date within five business days before filing. The filing conclusively establishes satisfaction of the incorporation conditions, except for the specified state proceedings to cancel, revoke or administratively dissolve the corporation. It is not approval of every planned business activity.
What Do an Operating Agreement and Bylaws Control?
An LLC operating agreement addresses member relationships, management duties, business activities and amendments. Corporate bylaws govern internal procedures within the law and articles. Aaron Resnick writes these documents around management, financial arrangements and operating decisions, while checking which statutory rules the owners may change and which protections the documents must preserve.
For an LLC, chapter 605, Florida Statutes, supplies rules where the operating agreement is silent. The agreement cannot eliminate good faith and fair dealing or excuse bad faith, willful or intentional misconduct, or a knowing violation of law.
The statute permits specified changes to loyalty and care duties, with limits including the test that a term is not manifestly unreasonable. Standards for measuring good faith also have that limit. Aaron Resnick checks the actual permitted change rather than treating every fiduciary duty as either wholly fixed or freely waivable.
The company is managed by its members unless the operating agreement or articles establish management by managers. The phrase managing member alone does not necessarily make that change. Even in a company managed by managers, the chapter reserves specified matters from exclusive manager control.
Organizing a Corporation
If the articles name initial directors, those directors complete the organization by appointing officers, adopting bylaws and addressing other business. If no directors are named, the incorporators elect directors and complete the organization or leave completion to the board. Chapter 607, Florida Statutes, requires at least two days' notice for the organizational meeting.
The statutory alternative to a meeting requires one or more written consents describing the action and signed by each incorporator or director, as applicable. A consent signed by only some is not that unanimous written consent procedure.
The incorporators or board adopt initial bylaws unless the articles reserve that power to shareholders. Bylaws must be consistent with the law and articles. Corporate management ordinarily rests with the board, although a qualifying shareholder agreement can change the statutory arrangement.
Aaron Resnick connects the documents to the owners' management structure, finances and agreed procedures. Read what a Florida operating agreement should include and what belongs in a founder or partnership agreement before money changes hands.
Which Taxes, Licenses and Permits Apply to a Miami Business?
Tax registrations and operating permissions depend on the business's activities and location, not just its entity type. Aaron Resnick identifies the required federal, Florida, county and city steps before opening. A state entity filing does not replace sales tax registration, an employer identification number or an industry license when those requirements apply.
A person conducting covered activities as a dealer generally must apply for a certificate for each place of business before starting, and must hold a valid certificate to operate. Chapter 212, Florida Statutes, contains exceptions and special registration arrangements, including county based registration for specified vending operations.
Whether a business is a dealer depends on the statutory activities, not only retail sales. The definition also reaches specified manufacturing, importing, renting, taxable services and other activities. Aaron Resnick checks the actual transactions, exemptions and applicable registration route.
Engaging in activities requiring registration while failing or refusing to register is a first degree misdemeanor. Willful failure after the department gives the prescribed notice can be a third degree felony under chapter 212. Filing the entity's articles does not satisfy that separate tax obligation.
A city may impose a local business tax by ordinance or resolution under chapter 205, Florida Statutes. Counties also have statutory taxing authority. Aaron Resnick checks the enacted local requirements and applicable exemptions rather than treating the state authorization as proof that every business owes the same tax.
The Internal Revenue Service issues employer identification numbers. Its guidance directs a new corporation or LLC to form with the state before applying; the online route also has eligibility requirements. Aaron Resnick assists with the appropriate application route, including when an international owner's application cannot use the online tool.
A Florida LLC or corporation reports its employer identification number, or whether it has applied for one, in its annual report. That reporting field does not itself decide whether federal law requires a number for a particular business.
The business may also need licenses or permits from a city, county, state or federal agency. Read which licenses and local approvals are needed to open a business in Miami.
What Must a Florida Business File After It Is Formed?
A Florida LLC or corporation generally files its annual report between January 1 and May 1, beginning in the year after its articles become effective. Aaron Resnick checks the filing, registered agent and internal records as the business grows. Missing a report can affect court proceedings and lead to administrative dissolution.
The LLC annual report and corporate annual report must contain current information as of delivery. A notified defect may be corrected within the statutory 30 day period. Registered foreign entities follow the first report rule tied to obtaining Florida authority, rather than the date of formation in another jurisdiction.
An LLC that fails to file a compliant report may not maintain or defend a Florida court action until it files and pays the fees and penalties due. A corporation faces a restriction on prosecuting or maintaining an action until it does the same. Aaron Resnick checks the LLC or corporate rule before addressing a pending case.
Administrative dissolution has a separate statutory process under chapter 605 for LLCs and chapter 607 for corporations. For annual report failures, those provisions use September dates, not automatic dissolution on May 2. A business facing a filing default or lawsuit needs prompt review of its status and available corrective steps.
A change of agent, ownership or business name calls for a review of the required filings and internal records. Not every ownership change belongs on the same public form. Aaron Resnick identifies which documents and registrations need updating.
Aaron Resnick continues to advise the business after setup. See outside general counsel in Miami and Miami business lawyer.
Why Do Founders Start a Business in Miami?
Miami is a gateway to Latin America and a center for finance, technology and cultural industries, with a diverse workforce. Founders from the United States and from abroad start and expand companies here. Aaron Resnick forms businesses for domestic and international entrepreneurs; a foreign owner's added questions are covered on Miami international business lawyer.
A founder who is launching a new company, not only filing one, can read Miami startup attorney. A founder about to rent space can read whether a Florida business entity is needed before signing a Miami lease.
How Does Aaron Resnick Work With a New Business?
Aaron Resnick starts with the owner's plan: who will own the business, who will run it, what it will sell and where. He uses those answers to prepare the structure, documents and registration plan. His work runs from the first consultation through setup and continues as the business grows.
Aaron Resnick addresses the actual owners, contributions, management rights and planned operations in the formation documents. Read whether a lawyer is needed to start an LLC in Florida.
Why Hire Aaron Resnick to Form a Business?
Aaron Resnick is a past president of the Miami Beach Bar Association and has been named to Florida Super Lawyers every year since 2013. He also handles the ownership disputes that follow unclear formation documents, so each operating agreement and set of bylaws is drafted with that dispute in mind.
The firm's page on business ownership and control disputes shows what those disputes look like.
What Should You Send Aaron First?
Send the proposed business name, the owners' names and contributions, who will manage the business, its activities, operating address and planned opening date. Include any existing filings, agreements or proposed lease. Aaron Resnick uses that information to recommend a structure and identify the required documents, registrations and next steps.
Add any ownership restrictions, existing business registrations and information needed to assess the appropriate domestic or international application route. The firm can then identify what must be completed before operations begin.
Send the parties, the problem and the next date; the firm reviews every inquiry and tells you whether it can help. You can also reach the firm through the Contact Us page.
Aaron Resnick has handled business disputes in Miami since 1998 and is a fourth generation Miami attorney. He works hands-on on every case; the client gets Aaron on every major litigation issue, not a junior partner.
We Don't Make Promises. We Have Results to Prove It.
The Law Offices of Aaron Resnick represents founders, business owners and investors in Miami Dade, Broward and Palm Beach counties and across Florida in business formation, governing documents and registrations. Call 305-672-7495 or request a consultation.
This page provides general information and is not legal advice. Prior results do not guarantee or predict a similar outcome.
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