Business Formation Lawyer

Embarking on the journey of business formation is an exciting yet complex endeavor that requires not only vision but also careful legal navigation. At Di Pietro Partners, our experienced business formation lawyers assist entrepreneurs and business owners through the multifaceted process of establishing their enterprises.

With a deep comprehension of the legalities surrounding business formation, our attorneys are equipped to provide insightful advice that ensures the foundation of your company is solid, compliant, and strategically aligned with your long-term objectives.

From selecting the most advantageous entity type that affords optimal liability protection and tax benefits, to drafting foundational documents that set clear operational guidelines, our approach is meticulous and customized. Understanding that each business is unique, we dedicate ourselves to comprehensively understanding your vision, market, and challenges to offer solutions that not only mitigate risks but also position your business for sustainable growth and success.

Whether you’re stepping into the entrepreneurial realm for the first time or looking to formalize a new venture, our business formation attorneys can help.

Types of Legal Entities

Sole Proprietorship – The simplest and most straightforward business form in Florida, with the business owner directly responsible for all debts and liabilities. No formal filing with the state is necessary to establish a sole proprietorship, but the owner may need to register a fictitious name and obtain local licenses.

General Partnership – In Florida, a general partnership is formed automatically when two or more individuals engage in business for profit. Similar to sole proprietorships, general partnerships do not require state filing but are subject to personal liability for business obligations.

Limited Liability Company (LLC) – Florida LLCs offer flexibility and protection, shielding members’ personal assets from business debts. LLCs in Florida benefit from pass-through taxation and have fewer compliance requirements compared to corporations. Registration with the Florida Department of State is required.

Corporation (C Corp) – A Florida corporation exists as a separate legal entity, offering liability protection to its owners (shareholders). Corporations can issue stock and are subject to corporate income tax. Incorporation involves filing Articles of Incorporation with the Florida Department of State.

S Corporation – An S Corp in Florida is a tax designation that allows corporations to pass income directly to shareholders, avoiding double taxation. S Corps must first be filed as a corporation with the state before electing S Corp status with the IRS.

Professional Corporation (PC) or Professional Limited Liability Company (PLLC) – Designed for licensed professionals (e.g., lawyers, doctors) in Florida, these entities provide liability protection with certain restrictions. They must register with the Florida Department of State and adhere to governance standards specific to their profession.

Nonprofit Corporation – For charitable, educational, religious, or scientific purposes, Florida nonprofit corporations enjoy tax-exempt status. They must file with the Florida Department of State and adhere to strict operational guidelines to maintain their nonprofit status.

Cooperative (Co-op) – Co-ops in Florida are businesses owned and operated by a group of individuals for their mutual benefit. They are popular in agriculture, retail, and services and are governed democratically. Registration and adherence to specific cooperative statutes are required.

Limited Partnership (LP) and Limited Liability Partnership (LLP) – Florida also recognizes LPs and LLPs, where LPs have at least one general partner with unlimited liability and one limited partner with liability restricted to their investment. LLPs offer liability protection to all partners but require registration with the state.

Starting a Business in Florida

Starting a business in Florida involves a series of legal steps to ensure your business is compliant with state laws and regulations. Here’s an overview of the process:

  1. Choose a Business Structure
    Decide on the most suitable business structure for your needs. Common structures in Florida include sole proprietorships, partnerships, limited liability companies (LLCs), and corporations. Each structure has different implications for liability, taxes, and operational flexibility.
  2. Select a Business Name
    Choose a unique name for your business that complies with Florida’s naming regulations. If you’re forming an LLC or corporation, you’ll need to check the Florida Division of Corporations’ database to ensure your chosen name isn’t already in use.
  3. Register Your Business
    • Sole Proprietorship: There’s no formal state registration process, but you may register a fictitious name (DBA) with the Florida Division of Corporations.
    • LLC/Corporation: File the Articles of Organization (for an LLC) or the Articles of Incorporation (for a corporation) with the Florida Division of Corporations. This step officially registers your business with the state.
  4. Obtain an Employer Identification Number (EIN)
    Most businesses will need to obtain an EIN from the IRS for tax purposes, especially if you plan to hire employees. The EIN is also often required to open a business bank account.
  5. Register for Taxes
    Depending on your business activities and structure, you may need to register for various state taxes. Register for sales tax and use tax through the Florida Department of Revenue if you’re selling goods or certain services. If you have employees, register for employer taxes, including unemployment tax.
  6. Acquire Necessary Licenses and Permits
    The specific licenses and permits you need depend on your business type and location. This may include local business licenses, professional licenses, and health or safety permits.
  7. Comply with Employment Laws
    If you plan to hire employees, ensure you comply with employment laws regarding hiring, wages, employee benefits, safety, and nondiscrimination.
  8. File Annual Reports
    LLCs, corporations, and certain other business types must file annual reports with the Florida Division of Corporations to maintain good standing.
  9. Understand Your Responsibilities for Business Records
    Maintain accurate records of your business’s finances and transactions. This is crucial for tax filing and legal compliance.
  10. Review and Comply with Local Requirements
    Check with your city and county governments to understand any additional requirements, such as local business licenses or zoning regulations.

Navigating the legal aspects of starting a business in Florida can be complex, but thorough preparation and understanding of the requirements can streamline the process. Our business formation lawyers specialize in business law and will ensure you meet all state and federal requirements for your new venture.

Healthcare Business Formation

The lawyers at Di Pietro Partners are dedicated to helping physicians, medical providers, and businesses involved in the healthcare industry. This includes helping with the purchase or sale of a medical practice, setting up a new practice, healthcare contracts, medical licensing, legal compliance, litigation, and more. Healthcare is an ever-changing, complex industry and an overall complex area of law.

The attorneys at our law firm are well-equipped to meet these challenges. Our legal team is unique in that our attorneys are highly knowledgeable on Florida healthcare law as well as business law. This makes us a strong legal ally for our clients including,

  • Anesthesiologists
  • Businesses involved in the healthcare sector
  • Cardiologists/cardiovascular doctors
  • Chiropractors
  • General surgeons
  • OBGYN Doctors/specialists
  • Orthopedic surgeons
  • Pain management specialists
  • Plastic surgeons
  • Private medical practices (including specialty groups)

Talk to a Business Formation Lawyer

The business formation attorneys of Di Pietro Partners understand the unique business challenges faced by companies during all phases of growth and have provided counsel to businesses at all stages of development, from start up to expansion to sale.  Because of their work with a number of fast-growing Florida companies, our attorneys have a deep understanding of the entrepreneur’s need for comprehensive legal services, prompt response, and alternative / flexible fee structures.

For start-up companies, our firm provides counsel regarding appropriate formation structures; minority business issues; compliance with state and federal legislation; initial funding and contracts and negotiation with clients, vendors and employees. As companies grow, the firm offers advice regarding alternative financing methods, property acquisitions, business development, trademark and copyrights, sale and dispute resolution.

Our lawyers go beyond entity choice and business formation to help clients grow and develop their companies for long-term success.