The report examined which states offered a more positive environment to grow a business. It looked at several factors, including new business applications, business survival rate, rate of new entrepreneurs, corporate tax rate, share of college-educated population, labor cost and the cost of living index. 2
So, have you embraced Florida’s entrepreneurial spirit?
You certainly can.
What does one do to start a business in Florida?
First, have an idea which meets a market need. Which provides a saleable good, a service, or a hybrid of both.
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Second, consider (and decide) the following:
How much risk am I willing to absorb? Certain business forms like sole proprietorships and general partnerships expose their owners to unlimited liability. (Hint – buy insurance.) Other forms such as corporations, limited liability companies, and limited partnerships (as to the limited partners) support limited liability for their owners.
What are my tax interests? Am I willing to have taxes determined at the owner level or at the entity level and then again at the owner level?
How much operational formality am I willing to utilize? Do I want noticed and convened owner and director meetings and reports? Or do I want direct managerial control?
How much owner identification privacy do I want on the public records?
These are the sorts of calculations entrepreneurs make when setting out to open a company. And the decisions, based upon the questions above (and others) point the founders all over ‘the map’ in terms of the business entities they start.
Third (and this will be surprising from an attorney writer), is the founders need to identify their accountants, bankers, and insurance agents. While owners will certainly work with their lawyers on a transactional basis – meaning to attend to a matter (like preparing a contract, closing a real estate purchase or sale) or to resolve a dispute (mediation, arbitration, litigation), and perhaps with some frequency, they will work with their accountants, bankers, and insurance agents on a regular and routine basis.
Now for the rubber to meet the road. Typically there are two types of documents needed to create most business entities. One, a constituting document, such as articles of incorporation or limited liability company articles of organization, which is recorded with a state’s business regulators. In Florida that agency is the Department of State – Division of Corporations. Two, a ‘rules of the game’ document such as bylaws, a partnership agreement, or a limited liability company operating agreement, which governs the relationships among the owners and managers, and is stored with the enterprise’s records. There can be other internal relationship records, as well, such as shareholder agreements, ‘buy-sells’, voting proxies, and as many others as can be creatively determined.
Once a company is formed and ‘papered’, it must be maintained. There are licenses required by and annual reports to be submitted to state and local regulators (both where the company is created and all others where it actively operates). Plus federal, state, and local tax reports. And there are also internal documents and reports for owners and managers.
So, have you embraced Florida’s entrepreneurial spirit? You certainly can.
Overall by the numbers, it seems, then, that Florida is an ‘easy(ier)’ state in which to create and operate businesses. We do have to take the steps outlined above, but in comparison to other states, Florida is preferable terrain. (It does not hurt at all that there are a large number of local universities, community colleges, SCORE, and public and private incubators to support entrepreneurs and operational professionals.) So, do your research, get creative, determine your risk tolerance, ‘hang your shingle’, and open your doors on Monday.
1 https://www.comparisun.com/resources/the-best-state-to-launch-a-startup/, https://www.businessobserverfl.com/article/report-names-florida-no-2-state-for-startups
– For more information, call Philip N. Kabler of the Gainesville, FL office of Bogin, Munns & Munns at 352.332.7688, where he practices in the areas of business, banking, real estate, and equine law. He has taught business and real estate law courses at the University of Florida Warrington College of Business Administration and Levin College of Law and is the President-Elect of the Eighth Judicial Circuit Bar Association.
NOTICE: The article above is not intended to serve as legal advice, and you should not rely on it as such. It is offered only as general information. You should consult with a duly licensed attorney regarding your Florida legal matter, as every situation is unique. Please know that merely reading this article, subscribing to this blog, or otherwise contacting Bogin, Munns & Munns does not establish an attorney-client relationship with our firm. Should you seek legal representation from Bogin, Munns & Munns, any such representation must first be agreed to by the firm and confirmed in a written agreement.