Who this is for
Most of the owners we work with are not large corporations. They are founders launching a first company, two or three partners who started on a handshake, family businesses adding the next generation, and established owners whose structure no longer fits how the business actually runs. If you are about to file with the state, bring in a co-owner or investor, or you suspect your current paperwork would not survive a disagreement, this is the right time to talk.
Our Business Law division is led by Marcus T. Ellison, and we work with owners throughout Miami-Dade and Broward County — in Miami, Doral, Hialeah, Coral Gables, Miami Beach, Fort Lauderdale, Hollywood, and Pembroke Pines.
Choosing the right entity
There is no single “best” structure. The right choice depends on how many owners you have, how you plan to pay yourselves, whether you expect outside investment, and how you want decisions made. We walk through the trade-offs in plain language:
- Limited liability company (LLC) — flexible management and economics, governed in Florida by the Florida Revised Limited Liability Company Act (Fla. Stat. ch. 605)
- Corporation — a more formal board-and-officer structure that investors often expect, governed by the Florida Business Corporation Act (Fla. Stat. ch. 607)
- Partnerships — general and limited partnerships, and why an unwritten partnership can form simply by doing business together
- Tax elections — we coordinate with your CPA so the legal structure and the tax treatment point the same direction
What we handle
- Formation filings with the Florida Division of Corporations and registration for out-of-state companies doing business here
- Operating agreements and bylaws written for your business, not pulled from a template — voting, management authority, capital calls, distributions, and deadlock
- Founder equity and vesting — who owns what, how ownership is earned over time, and what happens to unvested interests if a founder walks away
- Buy-sell provisions covering death, disability, divorce, departure, and transfer restrictions
- Shareholder and member agreements when bringing in a new partner or investor
- Conversions and restructuring — changing entity type, consolidating companies, or separating real estate and operations into different entities
- Ongoing compliance — registered agent, annual reports, and keeping company records current
The operating agreement is the business’s rulebook
Under Fla. Stat. §605.0105(1), an LLC’s operating agreement governs the relations among the members and the company, the duties of managers, the company’s activities, and how the agreement itself can be amended. When there is no agreement — or a generic one — the statute’s default rules fill the gaps, and those defaults may not match what the owners assumed. Section 605.0105(3) also lists things an operating agreement cannot do, which is one reason a downloaded form can promise more than it legally delivers.
Staying in good standing
Formation is not a one-time event. Florida requires LLCs to designate and continuously maintain a registered office and registered agent in the state (Fla. Stat. §605.0113(1)), and both LLCs and corporations must deliver an annual report to the Department of State between January 1 and May 1 each year (Fla. Stat. §605.0212(3) for LLCs; §607.1622(4) for corporations). We help owners build these obligations into a simple calendar so the company does not drift out of good standing.
How we work
- Listen first. We learn how the business makes money, who the owners are, and where you expect it to go.
- Recommend a structure. You get a plain-English explanation of the options and why we suggest one.
- Draft and negotiate. We prepare the filings and governing documents and work through open points with every owner.
- File and organize. We handle the state filings and leave you with a clean, signed record of the company.
- Check in. As the business grows, we revisit the documents before a new partner, investor, or sale tests them.
This page provides general information about business formation in Florida and is not legal advice. Laws change and every situation is different. Reading this page or contacting the firm does not create an attorney-client relationship. Please consult a licensed attorney about your specific situation.