Starting a Business in Florida: Key Legal Steps for New Entrepreneurs

New entrepreneurs must take several legal steps when starting a business in Florida. Along with choosing and forming a legal entity, these include obtaining an FEIN and all necessary licenses and permits, drafting necessary contracts, opening a business bank account, and registering their business’s primary trademark. An experienced Florida business lawyer can assist with doing everything that is required.

There are several legal steps involved in starting a business in Florida. As a new entrepreneur, it is important to make sure you do everything that is required. Failing to take all necessary steps can lead to various unfavorable consequences—from facing personal liability for your business’s debts to being forced to choose a different name.

7 Key Legal Steps for Starting a Business in Florida

As an entrepreneur, it is important to do everything that is necessary to set your business up for success long-term. This includes prioritizing the legal steps involved in getting up and running. While this list is not exhaustive, it covers the major steps that are required to protect your business (and yourself) going forward:

1. Choosing an Entity Structure (and Where to Form It)

To begin, you will need to choose an entity structure that is appropriate for your business. Some of the primary options include:

• Limited liability company (LLC)
• S-corporation
• C-corporation
• General or limited partnership
• Limited liability partnership (LLP or LLLP)

Along with choosing the entity structure that is most appropriate for your business, you will also need to choose where to form it. You don’t necessarily have to form your business entity in Florida, and there can be advantages to forming a business entity in another state (i.e., Delaware) in some cases.

2. Forming Your Business Entity

Once you have decided on an entity type and state of formation, the next step is to form your business entity. While specific requirements vary, this generally involves:

• Filing an organizational document with the appropriate state agency
• Drafting a shareholder, member or partnership agreement
• Preparing the entity’s other governing documents
• Preparing any other documents that are required
• Signing and saving copies of all documents

All of these steps are important. Even though you won’t be referring to these documents on a daily basis, they are critical for establishing your business as a standalone entity. As a business owner, one of the biggest risks you face is being held personally liable for your business’s debts, and preparing all required documentation is one of the most important steps you can take to prevent this from happening.

3. Obtaining a Federal Employer Identification Number (FEIN)

In most cases, it will be necessary to obtain a federal employer identification number (FEIN) from the IRS. This is one of the most straightforward steps in the process, but it is important to make sure that you don’t overlook it.

4. Obtaining Necessary Licenses and Permits

As a business owner in Florida, you may need to obtain various licenses and permits to operate legally. These could include a Business Tax Receipt (formerly known as an occupational license) and a Sales and Use Tax Certificate, among others. Your lawyer can determine which licenses and permits you need.

5. Drafting Necessary Contracts

From non-disclosure agreements (NDAs) and employment agreements to customer contracts, you may need various types of contracts to protect your business’s interests and mitigate its legal risks. Here too, your lawyer can determine what is necessary, and your lawyer can provide templates you can use going forward.

6. Opening a Business Bank Account

Opening a business bank account is another important step for managing your business as a standalone entity. If you commingle your business’s funds with your personal funds, this could lead to your entity being disregarded in the event of a lawsuit.

7. Registering Your Business’s Primary Trademark

Your business’s brand is its primary trademark. You will need to choose a primary trademark that is available (i.e., that is not already in use by a competing business), and you will want to register your business’s primary trademark to prevent others from using it. This involves conducting a trademark clearance search and filing a registration application with the U.S. Patent and Trademark Office (USPTO).

FAQs: Forming a New Business in Florida

Do I need to form a corporation or LLC if I am starting a business in Florida?
While not legally required, there are several important reasons to form a business entity (i.e., a corporation or LLC) when starting a business in Florida. Most importantly, forming a corporation or LLC can shield you from personal liability for your business’s debts.

What does it mean to “clear” a trademark for a new business?
Trademark “clearance” involves making sure that no competing businesses are currently using a trademark that is the same as (or confusingly similar) to the trademark you have chosen for your business. If you don’t clear your trademark, you could face an infringement lawsuit and be forced to re-brand.

What are the penalties for failing to obtain a necessary business license or permit?
The penalties for failing to obtain a necessary business license or permit vary. Generally speaking, they can include financial penalties as well as loss of your business’s eligibility to obtain a license or permit going forward.

How a Florida Business Lawyer at Douglas Law Firm Can Help

At Douglas Law Firm, we take a custom-tailored approach to helping new entrepreneurs start businesses in Florida. We can help you understand your specific needs based on the nature of your business, and we can guide you through all of the necessary legal steps to get started. Going forward, our lawyers will remain available to provide assistance on an as-needed basis—from negotiating contracts to resolving any business disputes that may arise.

Schedule an Initial Consultation with a Florida Business Lawyer at Douglas Law Firm

If you would like to discuss your needs with an experienced Florida business lawyer, we invite you to get in touch. Call 800-705-5457 or contact us online to get started.