South Florida continues to enjoy an entrepreneurial climate. At some point, many of us consider launching a new business or venture. Key decisions made in the start-up phase can determine the ultimate success of any such business. Apart from creating a business plan, all prospective business owners must undertake certain legal steps.
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First, you must select and register a legal structure. In doing so, you must choose an available name (a name otherwise unregistered in Florida) for the business. For instance, you cannot name your new hamburger restaurant, “McDonalds”. Among the most common entities (which are registered with the Florida Secretary of State) are corporations (either an S-corp or a C-corp) and limited liability companies. General partnerships, limited partnerships, and limited liability partnerships are also available entity choices if there is more than one owner of the business and depending on other dynamics. Also, you can consider registering your trade name and/or logo (if any) with the U.S. Patent and Trademark Office. You can conduct basic research at www.uspto.gov but will ultimately have to make a formal filing. Failure to do so may result in receipt of a cease-and-desist letter from an unfriendly attorney.
Once the entity has been selected and registered (if applicable), you will need to obtain a Federal Employer Identification Number (FEIN) from the Internal Revenue Service. The application is available at www.irs.gov. Business owners (with or without employees) are required to complete and submit Florida employment forms. If the business has employees, contact the IRS and the Florida Department of Revenue. A Florida CPA can also assist with the appropriate forms and rates for the following: (a) State Unemployment Tax (SUTA), Federal Unemployment Tax (FUTA), Federal Income Tax (FIT), State Corporate Tax if applicable. Social Security Withholding (FICA), Medicare withholding and Immigration and Naturalization Service (INS) Form I-9 for Employment Eligibility Verification.
Depending on the nature of the business and the specific jurisdiction, you may need obtain a business license. Some jurisdictions require an occupational license as well. Certain enterprises require further, industry-specific licenses (i.e. professional businesses such real estate brokerages, lawyers, doctors, etc.).
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Start-up businesses are advised to consult with a competent Florida attorney regarding lease agreements, general contracts, patents, copyrights, intellectual property and/or licensing to the extent applicable. Also, make sure to determine the necessary guidelines for compliance with Title I and Title III of the Americans with Disabilities Act (ADA). The most current information on this can be obtained on the following web site: https://www.ada.gov/law-and-regs/ada/.
Bank accounts and insurance are necessary for most all businesses. Make sure to establish a banking relationship and appropriate account(s) with a suitable bank. Such banks can assist with merchant services accounts (i.e. credit cards/processing), start-up financing and a range of other important services. Similarly, seek guidance on appropriate insurance for the venture. The business will likely require some of the following types of insurance policies: property and casualty, business interruption, product and/or professional liability, comprehensive general liability (sometimes called an umbrella policy), motor vehicle, health, disability income and key person life and/or worker’s compensation (required with 3 or more employees).
THE ELIAS LAW FIRM CAN HELP
If you need legal assistance to start a business Florida or with referrals of CPA’s, Banks, Insurance Companies, feel free to contact The Elias Law Firm at 305-823-2300, via email at relias@eliaslaw.net, or visit us on the web at www.eliaslaw.net.
About the Author: Robert Elias, Esq. leads a boutique transactional law firm specializing in all aspects of corporate law, real estate (both commercial and residential), lender representation, and estate planning/probate. He is active in a variety of charitable and civic endeavors throughout South Florida and maintains an AV Preeminent Lawyer Rating from Martindale-Hubbell, the highest peer rating for professional excellence. Mr. Elias was named to the exclusive list of South Florida’s Top Rated Lawyers by American Lawyer Media.
