How do you set up a business in Florida – Part 7: Non-Florida business doing business in Florida
Florida encourages and provides an easy means for non-Florida businesses, that is a business either registered in another State or Country, to register to conduct business legally in the State. The method is similar to creating a business here and is done online on the State’s website, Sunbiz. If a foreign business as it is called, either a corporation or LLC, has a credit card, internet access and a registered agent to accept service of process of lawsuits, it can register to do business here. There are even businesses in Florida that cater to such foreign businesses and offer their services as a registered agent for the foreign business in Florida.
Although a foreign business need not always or absolutely register to do business in Florida, the benefit of so doing affords the business benefits that it would not otherwise enjoy. How such benefits will apply to a particular foreign business and whether it is helpful for a particular business to do so is a topic better addressed in a discussion with David Steinfeld. The Law Office of David Steinfeld employs a great deal of technology to move at the speed of its business clients. Therefore, a foreign business wishing to discuss these topics will find it easy to do so from anywhere in the country or the world.
The likely primary reason why the LLC has become the dominant business entity in Florida is the relative ease by which it can be managed. Our LLC laws do not require that the owners, who are either managers or members, necessarily have a written operating agreement between them, but without such governing document, the owners are essentially stuck with what the Legislature has given them, which may or may not be what they desire or intend. While the LLC is governed by an operating agreement or Chapter 605, which is Florida’s LLC laws, the governance documents used in a corporation, which is designated by “Inc.”, are bylaws and a shareholder agreement. Thus, two separate documents are required for the corporation whereas only one is needed for the LLC and the cost to the business for these is then cut in half with the LLC.
While governance documents for a Florida business, such as an operating agreement for an LLC, bylaws and a shareholder agreement for a corporation, and a partnership agreement for a partnership, enhance and guide the internal operations of the business between the “partners” in common parlance, the business can also enhance its own value and add protection to its brand through trademarks or service marks. The State of Florida has its own trademark statutes that complement the Federal trademark laws, but the Florida trademark and service mark is far less costly than a Federal mark. For start-up businesses that only plan to operate in Florida or intend to initially do so, the Florida trademark may be of great value and benefit, which is a common discussion topic between new business owners and Mr. Steinfeld in consultation meetings.