Steps Involved in Forming a New Business in Florida

Choosing the right type of entity is not as simple as picking from a list. Tax, liability, transferability and other considerations will all help inform your decision about whether to form a limited liability company (LLC), corporation, limited or general partnership, or other entity.

Along with state-level organizational filings, company founders must prepare and execute the necessary governing documents as well. These may include bylaws, an Operating Agreement or Shareholder Agreement, resolutions, and various other forms of documentation.

Many types of businesses are subject to licensing and permitting requirements in Florida. Securing certain licenses and permits can take time, and company founders should plan ahead to make sure they can hit the ground running.

In addition to licensing and permitting requirements, companies in regulated industries will often be subject to a variety of other onerous compliance obligations as well. These may require inspections, approvals or other bureaucratic involvement that can hold up new projects and initiatives.

From licenses and assignments from company founders to U.S. Patent and Trademark Office (USPTO) registrations, new entities will often have several steps to take in order to secure their intellectual property rights.

In many circumstances, forming a new company means securing debt or equity financing. Before taking on debt or outside investors, it is critical to make sure you understand the terms of the deal.

There is no substitute for good insurance. If you are launching a startup, you will need to carefully assess your new company’s insurance needs. If you are spinning off a subsidiary, you will need to make sure your current corporate policy provides the necessary coverage.

Employment law can be a minefield for companies that fail to appreciate the legal and practical implications of taking on employees. From individual employment contracts to company-wide policies and procedures, carefully-crafted documentation can be key to protecting a company’s assets and minimizing its risk of employment litigation.

Well-thought-out and carefully-structured commercial contracts can be critical to a company’s long-term success and stability as well. The “boilerplate” terms matter, and clearly defining the relationship with appropriate terminology can go a long way toward preventing costly contractual disagreements.

Once you establish a new entity, you need to keep it in good standing. Failure to observe the requisite formalities and submit the requisite annual filings can lead to financial penalties and potentially expose the company’s owners to personal liability.