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Florida Business Formation Questions & Answers
1 Answer | Asked in Business Formation, Business Law, Trademark and Intellectual Property for Florida on
Q: I'm starting a online viral Aromatherapy service and would like to know if a business trust is possible to setup.

I would also like to know if a phase that is the business name should be trademark

James L. Arrasmith
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answered on Mar 15, 2024

Starting an online aromatherapy service is an exciting venture. Regarding your question about setting up a business trust, it's indeed possible. A business trust can manage the business's assets and operations, but the specifics can vary widely based on your location and business needs.... View More

2 Answers | Asked in Tax Law and Business Formation for Florida on
Q: Hello I live in Pinellas County Florida. I'm looking into starting my on business.

I would like my personal taxes and my business taxes to be seperate. Which entity would I create my business as?

James L. Arrasmith
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answered on Mar 8, 2024

If you're aiming to keep your personal and business taxes separate in Pinellas County, Florida, considering the structure of your business entity is crucial. For your goals, forming a corporation (either a C Corporation or an S Corporation) or a Limited Liability Company (LLC) could be... View More

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1 Answer | Asked in Business Formation, Business Law and Employment Law for Florida on
Q: Is a person who has their own business, working as a 1099 independent subject to a non- competition contract?

I have an LLC, EIN, business license and taxi. All of which I had while working with yellow cab of Sarasota. I payed them a portion of my wages for Dispatch services. Soon after I began working with yellow cab, I was made to sign a very basic non- competition paper. All along i was a 1099... View More

Shayla N. Waldon
Shayla N. Waldon
answered on Jan 29, 2024

There are many variables here, starting with who signed the non-compete agreement, i.e., whether it was done in an individual capacity or whether it was signed on behalf of your company. A contractor in Florida likely could have a non-compete enforced against him/her, provided that the hiring... View More

2 Answers | Asked in Tax Law, Business Formation and Business Law for Florida on
Q: I have a florida partnership llc for Etsy which makes 2-3k a year. I never drew a salary. Do I need to pay any taxes?

The money is saved in llc checking account and never used unless it’s for business expense like buying materials. Both me and my husband don’t draw salary. Do we still need to file any tax forms or pay taxes on it?

William T. Harmon
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answered on Jan 14, 2024

If the partnership has reported income( falls within the Income definition within IRC), it should be reported on the annual 1065 partnership return. Based on the partnership income/expense allocation agreement, that amount will be reported on an individual K1, which will then be reported on your... View More

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2 Answers | Asked in Tax Law, Business Formation and Business Law for Florida on
Q: I have a florida partnership llc for Etsy which makes 2-3k a year. I never drew a salary. Do I need to pay any taxes?

The money is saved in llc checking account and never used unless it’s for business expense like buying materials. Both me and my husband don’t draw salary. Do we still need to file any tax forms or pay taxes on it?

James L. Arrasmith
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answered on Jan 15, 2024

Yes, even though you don't draw a salary from your Florida partnership LLC for your Etsy business, you still need to file taxes for the business income and expenses.

As a partnership, the LLC itself does not pay taxes. Instead, the LLC's profits and losses "pass through"...
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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Can a registered agent for a LLC in Florida have someone else receive documents addressed to the LLC?

If a process serving delivery is attempted at a moment that the registered agent is not at the FL LLC's registered office, can someone else that is not their employee, such as a family member, friend or housemate receive the delivery on their behalf?

Is a signature required for... View More

Terrence H Thorgaard
Terrence H Thorgaard
answered on Dec 26, 2023

Yes, service can be made by serving an employee of the registered agent, at the registered office. Also, the registered agent is required to have at least one person (such as in your words "a family member, friend or housemate") at the registered office, as the registered agent's... View More

1 Answer | Asked in Business Formation and Business Law for Florida on
Q: I am looking to start a 501(c)(3) for cat rescue. is it similar to a llc where you are protected from lawsuits finaciall

I am looking to start a 501(c)(3) for cat rescue. is it similar to a llc where you are protected from lawsuits financially. for example if a feral colony cat bites someone or if when you are showing a foster cat to a possible new owner and they get bit. if not can a non profit llc own the... View More

Terrence H Thorgaard
Terrence H Thorgaard
answered on Nov 27, 2023

Entities that are tax exempt pursuant to section 501(c)(3) include limited liability companies (LLCs), as well as non-profit corporations. Both afford limited liability, and are formed under state laws, while 501(c)(3) is federal tax law. The entity you form should have liability insurance, to... View More

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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