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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 viable business plan, prospective business owners must undertake certain legal steps. The following is not intended to be a comprehensive list of each and every necessary step but rather a general overview of certain key considerations.
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First, you must select and register a legal structure. In doing so, you must choose an available name (i.e. a name not otherwise registered 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 S-corp or C-corp) and limited liability companies (also known as “LLC’s”.) General partnerships, limited partnerships, and limited liability partnerships are also available entity choices if there is more than one “owner” (known as general or limited partners) of the business. Also, to avoid any confusions, you could 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 you may ultimately have to submit a formal filing. Failure to do so could result in receipt of a cease and desist letter from an unfriendly attorney if the trade name is at issue.
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 may also assist with processing the appropriate forms and determining 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 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.).
The business will likely require a physical location (even an online business) for which you can lease or purchase. In addition to real estate needs (i.e. lease review/negotiation and or real estate acquisition), start-up businesses are advised to consult with a competent Florida attorney regarding 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: www.ada.gov.
Bank accounts and insurance are necessary to all businesses. Make sure to establish a banking relationship and appropriate account(s) with a suitable bank. Such banks can assist with start-up financing and even merchant services accounts to the extent that the business will accept credit cards. Similarly, seek guidance on appropriate insurance coverage for the venture. The business will likely require one or more 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).
If you need legal assistance to start a business Florida or assistance 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 law firm specializing in all aspects of commercial and residential real estate transactions, corporate law 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.
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