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Florida Business Formation Questions & Answers
Q: I am purchasing land to establish a farm and I am told I need a lawyer, but I don't know what kind.

I need to have a purchase agreement with the seller to proceed with the FSA who is giving a farm loan to purchase the land 100%.

Charles M.  Baron
Charles M. Baron
answered on Nov 24, 2023

For the real estate transaction, hire a real estate lawyer. If you still need to set up your business entity for the farm, hire a lawyer handling business formation. You might be able to find a lawyer/law firm that does both. Another issue is whether your land is already zoned for everything you... View More

1 Answer | Asked in Business Formation, Business Law, Tax Law and Immigration Law for Florida on
Q: As an F2 with an LLC which tax form should i select for the business c-corp or s-corp

Ok so I'm currently on an F2 visa (dependent visa in the US) I opened my business which is an LLC but as im applying for a tax application in florida for the business i'm not sure whether to file it for a S-Corp or a C-Corp. Due to the fact that technically I'm not allowed to work in the US.

James L. Arrasmith
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answered on Nov 13, 2023

Selecting between a C-Corp and an S-Corp tax status for your LLC is a significant decision, especially considering your F2 visa status.

Generally, F2 visa holders are not permitted to engage in employment in the U.S., and this includes active management of a business. While owning a...
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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Do I need to register my small business as a sole proprietorship if it has my legal first name in the name?

My name is Janina G., my small business name is ‘janinasdiycrafts’. I currently sell handmade goods as a hobby, I haven’t made enough money to register it as a business. (Still in the hobby tax bracket) my questions is do I need to register it as a sole proprietorship in Florida since it’s... View More

Keith Kanouse
Keith Kanouse
answered on Oct 17, 2023

There is no registration with the Florida Secretary of State's Office for a sole proprietorship. However, since you are doing business other than your own name you need to comply with Florida's Fictious Name Statute.

In Florida, Section 865.09 of the Florida Statutes requires the...
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2 Answers | Asked in Tax Law, Business Formation and Business Law for Florida on
Q: Can a newly formed LLC (sole proprietor - 1 owner) lease equipment from its owner?

The equipment belongs to the owner and was bought with his personal funds to take advantage of using credit to purchase such equipment. Since the LLC is new it doesn’t have any credit to purchase equipment with. The idea would be for the LLC to lease the equipment from its owner, pay monthly... View More

James L. Arrasmith
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answered on Sep 14, 2023

Yes, a newly formed LLC can lease equipment from its owner, who is also the sole proprietor, and structure it as a lease with an option to purchase. However, it's essential to document the arrangement clearly in a formal lease agreement to avoid any potential legal issues down the line.... View More

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1 Answer | Asked in Tax Law, Business Formation and Business Law for Florida on
Q: When a non-profit organization dissolves, does the IRS-required asset-distribution clause apply to fixed assets, home?

The previous question I asked was intended to apply to Florida not California. The scenario would apply to partial funds from 501(c)3 donors used to purchase a home in Baja California which is Mexico over 25 years ago while the majority was used to purchase from "own" private funds.... View More

Terrence H Thorgaard
Terrence H Thorgaard
answered on Aug 16, 2023

Yes, when a non-profit corporation is dissolved, the assets covered by the asset-distribution clause applies to real property such as that in Mexico. It's essentially a matter of federal law, so it doesn't much matter whether the non-profit was incorporated in Florida, California, or elsewhere.

2 Answers | Asked in Business Formation and Business Law for Florida on
Q: I have an existing LLC in the state of Florida. Can it be converted to a non-profit? It is an arts organization.

Performing Arts Theatre. Live shows. Educational and Community.

Where would I find the procedure if this is a possibility.

Matthew Morris
Matthew Morris
answered on Jul 3, 2023

It is very difficult to function as a nonprofit and also as an LLC. The essential nature of an LLC is that the money left over at the end of the year gets distributed to the members, who are essentially the owners of the LLC. The essential nature of a nonprofit is that nobody is allowed to get the... View More

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2 Answers | Asked in Business Formation, Business Law, Contracts and Mergers & Acquisitions for Florida on
Q: Can I share transaction details w/a business broker/consultant without breaching a business contract? and with a lawyer?

I recently sold my business. The asset purchase agreement signed by both parties states neither party can disclose details of the transaction for 3 years after closing. I want to share details of the business I sold (such as closing price, terms, EBITDA, brand) with a business broker. The reason... View More

Venus Caruso
Venus Caruso
answered on May 31, 2023

If the confidentiality clause in your asset purchase agreement does not contain any exceptions for professionals who have a need-to-know the confidential information, or other like language, then sharing the confidential information with your business broker is not advisable as that would be deemed... View More

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2 Answers | Asked in Business Formation, Business Law, Contracts and Mergers & Acquisitions for Florida on
Q: Can I share transaction details w/a business broker/consultant without breaching a business contract? and with a lawyer?

I recently sold my business. The asset purchase agreement signed by both parties states neither party can disclose details of the transaction for 3 years after closing. I want to share details of the business I sold (such as closing price, terms, EBITDA, brand) with a business broker. The reason... View More

Terrence H Thorgaard
Terrence H Thorgaard
answered on May 31, 2023

It is not likely that the agreement could be interpreted to prohibit you from sharing the terms with an attorney under such circumstances; and the fact that you do so would probably be confidential in any case. Run your dilemma by an attorney with experience in such matters to determine, first, if... View More

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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Local Tax Exempt Organization - how should a Board of Directors be constructed? Worried about losing control of entity.

Local Tax Exempt Organization IRS 501(c)(3) - how should a Board of Directors be constructed? I am worried about losing control of entity. What defensive measures can be instituted to prevent loss of voting control? I am the founder of the entity. This will be a big entity someday- tremendous... View More

Matthew Morris
Matthew Morris
answered on May 2, 2023

You ask a question that many founders of nonprofits ask. And lawyers who work with nonprofits inevitably deal with the situation that you fear: a board of directors who develop a different view of the direction to take the organization than the founder's view, resulting in strife and board... View More

2 Answers | Asked in Business Formation for Florida on
Q: How can i transfer or record ownership of an s-corp?
Keith Kanouse
Keith Kanouse
answered on Apr 12, 2023

If you have stock certificates, you can do it by signing an Assignment Separate From Certificate, attached it to your stock certificate, mark cancelled on the stock certificate and issue a new certificate in the new owner's name.

607.0626 Shares without certificates.—...
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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Can I sell home to a business partner for the remaining mortage balance (it is an assumable loan) for 65% of business?

We share a business currently 20-80 cut. 20% me, and I’d like to sell them my home for a 65% cut of the business to make it 65%/35% new terms

Keith Kanouse
Keith Kanouse
answered on Mar 13, 2023

Yes provided the mortgagee agrees to the assumption of the mortgage. Try to get a release from the Mortgagee for future obligations under the mortgage. You will have to transfer the home by a deed recorded with the County Clerk and pay documentary stamp taxes on the balance of the mortgage... View More

1 Answer | Asked in Business Formation and Business Law for Florida on
Q: LLC or S Corp for Animal Training and Education business.

My start up company involves animal training and education. I registered as an LLC initially, but recently other business owners have been recommending that I switch to an S Corp. I was told that I would be better protected. Could you please define the differences between the two, pros and cons,... View More

Jane Kim
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answered on Mar 3, 2023

For your purposes, LLC is easier and provides the same advantages, if not more, than an S Corp.

Here is what an AI robot says (I do not agree with No.1 under "disadvantages." )

Advantages and disadvantages of LLC over an S Corp.

Limited Liability Companies (LLCs)...
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2 Answers | Asked in Business Formation and Business Law for Florida on
Q: If I use my full name in my business name such as Jane Doe Notary Services, do I need to register a DBA?
Phillip William Gunthert
Phillip William Gunthert
answered on Feb 23, 2023

Yes, you should register as a DBA, but I would additionally say it is simple enough and you should consider possibly just creating an LLC as well, it looks more professional for a business and if you discuss with an attorney, they can explain how it can create additional potential liability... View More

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1 Answer | Asked in Gov & Administrative Law, Business Formation and Business Law for Florida on
Q: Can a 617 Board Member Post about the Affairs Of the Corporation on a Website That Is Not Administered By the Board

Former and Current Board Members Are Posting on Web Sites [NOT ADMINISTERED BY THE BOARD] about the Corporation Internal Affairs, Including, but Not Limited to []- NEXTDOOR []- ORLANDO TRILOGY RESIDENTS (CASCADES/GROVELAND RESIDENTS, PAST AND PRESENT) []- OFFICIAL CASCADES OF GROVELAND RESIDENTS... View More

Charles M.  Baron
Charles M. Baron
answered on Jan 29, 2023

Interesting issue, which I don't have expertise in, but my somewhat-educated guess is: Regarding the issue of disclosure itself, without regard to whether it causes damage to the corporation, the answer to your question may depend on whether your corporation has a written confidentiality... View More

1 Answer | Asked in Tax Law, Business Formation and Business Law for Florida on
Q: Hi, if it takes up 8 weeks for my LLC to be processed by the state of florida do I have to wait until then to operate?
Keith Kanouse
Keith Kanouse
answered on Jan 5, 2023

My experience with filing Articles of Organization via e-fax is it becoming effective the next business day. I have never had to wait 8 weeks. When you file the Articles of Organization specify an effective date 5 business days before the filing date. See Section 605.0702 of the Florida Statutes.

1 Answer | Asked in Business Formation, Business Law and Contracts for Florida on
Q: Is a verbal agreement to partnership in a business enforceable in regards to opening a business?

A business agreement was drawn up with an LLC but not signed.

Barry W. Kaufman
Barry W. Kaufman
answered on Oct 28, 2022

Florida law recognizes oral agreements in some situations- its the duration of the agreement more so than the nature of the agreement. However, in order for an oral agreement to bind, a court would have to determine that both parties acknowledge that there was an agreement made (meeting of the... View More

1 Answer | Asked in Business Formation for Florida on
Q: Want to add "co." to my business name, it is established as an LLC. Do I need to file a DBA?

I just filed an LLC in the state of Florida. The name is "Alternative Hair, LLC". I want to do all of my branding and marketing under the name "Alternative Hair Co." Or "Alt Hair Co.". It's my understanding that an LLC is a "Co." (company) and that I... View More

Bruce Alexander Minnick
Bruce Alexander Minnick
answered on Oct 19, 2022

No.

"Corporations" are companies and can use "Co." in their title. They can also use the words "Corporation," "Company," "Incorporated," and "Inc."

LLCs are not "corporations." They are limited liability companies and must use "LLC."

Try to get a d/b/a.

1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Will Error and Omissions insurance cover subsidiary companies if put under the holding companies name?

I am currently starting a notary business to work with my local title companies. I have future plans to start a bookkeeping business as well. I thought about starting a holding company and running the bookkeeping and notary business as subsidiary companies. If I purchase Errors and Omissions... View More

John Michael Frick
John Michael Frick
answered on Sep 17, 2023

It depends on the policy, but yes it can. Be very clear when applying for the policy that you want it to cover affiliates of the named insured and their employees and officers.

2 Answers | Asked in Business Formation for Florida on
Q: Hello, can I from an LLC in Delaware as a Florida resident?
Evelyn Suero
Evelyn Suero
answered on Sep 10, 2023

Yes you can form a Delaware LLC while residing in Florida.

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1 Answer | Asked in Business Formation, Consumer Law and Contracts for Florida on
Q: I trade-in my car in Dec. 2023, as of now the dealership has not paid it off. Now I have a charge off on my credit

I report the dealership to the DMV. The DMV advised to file a complaint with the dealership insurance bond company. I followed instructions. I was served and the insurance company is suing me and 4 other defendants. They stated myself and the 4 defendants will have to split a $25,000 bond. Any... View More

Terrence H Thorgaard
Terrence H Thorgaard
answered on Jul 10, 2023

You want to know why you are being sued. The complaint which names you as a defendant should indicate why. If it doesn't, consider moving to dismiss.

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