As the struggling Florida economy finally starts to get back on its feet, it is almost inevitable that new and unique business opportunities will also begin to emerge – all that is needed is imaginative and resourceful entrepreneurs willing to take advantage of these opportunities. However, before these potential business owners can start selling their goods and services, they will have several important decisions to make.
For instance, before a Florida business can get off the ground, it needs to be officially formed in the eyes of the law. Put another way, a business owner needs to first determine what type of business entity he or she wants to form – such as a partnership or corporation – and then follow relevant Florida law to complete the business formation.
In recent years, many Florida business owners have elected to form their startups as limited liability companies (LLC), which can be a complex process depending on the specifics of the company. For example, certain documents need to be drafted in very particular ways and then filed with the Florida Department of State before the LLC will become a legal business entity.
The most important LLC documents to be filed with the Department of State are the articles of organization. These documents must include the name of the LLC, the company’s mailing and street address as well as the name and address of the company’s registered agent for service of process purposes. Once the articles of organization are filed, the LLC will officially exist in the eyes of state.
In addition to the articles of organization, many LLC owners elect to draft a document known as an operating agreement, which governs and regulates the affairs and management of the LLC. While this document is not required for the formation of a LLC, it can be very helpful when addressing management disputes or day-to-day business dealings.
Importantly, under Florida law, an operating agreement can be either written or oral, although all inconsistencies between oral and written operating agreements will be decided in favor of the written agreement. Consequently, many LLC owners simply forego oral operating agreements altogether and instead exclusively use written operating agreements in order to ensure consistency and dependability in the LLC’s management.
However, even after a LLC is officially formed and operating agreements are drafted, the LLC owners still must adhere to additional Florida compliance laws. For example, a LLC must keep several records on file at their principal office, including copies of the LLC’s tax returns for at least three years, copies of financial statements for at least three years, copies of the operating agreement and articles of organization as well as a complete list of the names and addresses of the LLC’s members, managers and managing members. However, these are just a few of the documents that a LLC must keep on-hand, not to mention the seemingly endless list of other compliance issues such as state and federal employment laws in addition to health and safety laws.
Because of the myriad of laws that Florida business owners must adhere to, many seek professional guidance to help navigate through these rules and requirements. Accordingly, if you are currently interested in starting a new business, or are already a business owner concerned with compliance issues, it is often best to seek the counsel of an experienced business transaction attorney. A knowledgeable attorney can not only provide helpful guidance as to state and federal laws but also advice as to your options for business formation and document drafting.