To create a business in Florida, all one has to do is log on to the Sunbiz website and follow the prompts. It is no different and no harder than purchasing merchandise online. While a corporation is said to be “incorporated” and an LLC “organized”, the result is that once approved, Articles are filed with the State and the entity is born. The Law Office of David Steinfeld based in Palm Beach Gardens can easily and effectively provide guidance in the formation of a business anywhere in Florida, but the greater value that an experienced, Board Certified expert business lawyer like David Steinfeld provides is in the crafting and preparation of documents used in managing and operating most business ventures called corporate governance documents. These include operating agreements, shareholder agreements, and partnership agreements. David Steinfeld also assists businesses in determining whether they need documents for dealing with parties collateral to and outside of the business, such as employees, vendors, and customers, like non-compete agreements, non-disclosures, and contracts.
However, not every business needs a full complement of every document available to it at the time it opens. Which documents are appropriate and when in the lifecycle of the business they can or should be used is the benefit of consulting with David Steinfeld. There are considerations that apply to these documents that Mr. Steinfeld can explain with his expertise in the field, making it easier for the business owner to make informed decisions on the topic.
How do you set up a business in Florida – Part 3: Why use the LLC
In 1999, Florida put its first LLC laws in place and then upgraded them in the early 2000s. Because the LLC was created by the Legislature it is commonly referred to as a “creature of statute” as opposed to the corporation and partnership that developed in common practice first and then were formalized or “codified” into actual written law by the government. More recently in 2013, the Florida Legislature updated and upgraded our LLC laws to fill in some gaps that had been identified over the previous years and make the LLC more user-friendly for people wanting to do business in the State.
One of the reasons why the vast majority of all businesses now formed in Florida are LLCs is because it acts like something of a hybrid; it provides and combines the protections of the corporation with which many are familiar with the practical day-to-day use and feel of the partnership. It is arguably less burdensome to manage than a corporation and provides more protections than the partnership, thus making it an ideal choice for the closely-held concerns that comprise the bulk of the business engine in Florida.
The most common business entity used at present in Florida is the LLC. Historically, several hundred years ago, the partnership was the only method by which to conduct business with others. Then, in the mid-1500s, the corporation as we understand it as a means to do business came into being to support voyages to the new world. It would seem that it was deemed more practical at the time to have a small governing board to guide the venture with one-hundred fifty shareholder/investors as opposed to one-hundred and fifty actual partners who each might have wanted to have the adventure go in a different direction.
From that time until the end of the twentieth century, the options for business people were the corporation or the partnership. However, most businesses in Florida are closely held concerns owned by one or a handful of people and are not large businesses with hundreds of stockholders, publicly traded stock, a large board of directors, or thousands of employees. Therefore, the corporation as a legal entity by which to conduct business was too cumbersome for most people and was akin to nailing a thumbtack in with a sledge hammer. In reaction, in the early to mid-1990s, the Florida Legislature revised the partnership laws to allows for different types of partnerships that would better accommodate how business people were actually operating in the State. But, those options did not afford the legal protections offered through the corporation and by the end of the 1990s they were largely abandoned in favor of the limited liability company.