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Choosing the Right Business Entity for your Florida Business

Written on November 13, 2018

When you are planning to start a new business in Florida, it is understandable to be eager to hire employees, open your doors, and get things going right away. However, a solid foundation is critical. You must lay the proper framework with a business entity type, which is one of the most important decisions you will make as a Florida business owner. You can rely on a Florida business formation attorney for advice and counsel, but an overview may be useful.

Important Factors to Consider

Choosing the right fit with a business structure depends on many variables, but there are certain considerations that help guide your decision. When discussing your options with a business lawyer, you should address:

  • Personal Liability: Shielding your personal assets from the judgments, debts, and other liabilities of your company is among the top factors when looking at your business formation options. Without limited liability, any contract disputes or business litigation could put your home, autos, bank accounts, and other property in jeopardy.
  • Tax Matters: Certain organizations are preferred for federal tax purposes, especially when considering a “flow-through” entity. Your election can have benefits for your personal income tax returns, but you must meet strict criteria to qualify.
  • Business Licensing: Most businesses in Florida must apply for a business tax receipt at the local level, but the requirements vary by location. Plus, companies operating in certain industries must obtain occupation-specific licenses.

Business Entity Options Under Florida Law

After considering the above factors and your business objectives, you should review the specifics of each entity type available through the Florida Department of State, Division of Corporations. The most popular structures include:

  • Sole Proprietorship: With this type of business organization, your company is an extension of you as an individual. You do not need to file paperwork to start your business, but you must file a fictitious name application if you operate your company under a name other than your own.
  • Limited Liability Company (LLC): As the name suggests, this formation will protect your individual assets if your company incurs financial or legal liabilities. You have different options for how you want your LLC taxed, and there are fewer formalities as compared to corporations.
  • Corporation: A corporation is an entity that is owned by shareholders, who elect directors and officers to handle the business of the company. You may consider a corporation if you intend to have many shareholders or want to take the entity public in the future, though you should discuss S- or C-corporation elections with your business formation lawyer.

A Florida Business Law Attorney Can Explain Your Options

If you have questions about choice of business structure and how to make a wise decision, please contact Clearwater Business Law at (727) 785-5100. Our lawyers can schedule a consultation to review your circumstances, learn more about your goals, and explain your options. We have decades of combined experience in business formation, litigation, contracts disputes, and related areas, and considerable knowledge of federal, state, and local laws. Our attorneys represent businesses and owners in Clearwater, St. Petersburg, Largo, and throughout Pinellas County, FL, and we look forward to serving your legal needs.



I strongly endorse Andrew Mongelluzzi. He is a very skilled and able business attorney focused on customer service and results. On the front end, Andrew deftly advises new businesses on organizing properly, acquiring necessary licenses, contracting with vendors & customers, and dealing with various compliance issues that may arise. On the back end when things go south, Andrew counsels and navigates businesses through complex commercial disputes and aggressively represents them in negotiations, mediation, arbitration, and in litigation so that businesses can legally move on and get back to business. Andrew’s ability to identify legal issues and approaches to resolve business-related issues is a strength that I have learned from and professionally relied upon in approaching the business matters and cases that I handle. I regularly refer business to Andrew knowing that he will diligently represent his business clients and their best interests.
Relationship: worked together on matter

- Frank N. Genco, Florida Bar No. 440086

Attorney Mongelluzzi and his team provided excellent and quality service. I always felt that my needs were met and that the firm was invested in me and my case. The quality services I received at Mongelluzzi’s firm were remarkable. From the initial meeting they were responsive to my calls, questions and concerns. All issues were handled professionally and timely, easily accessible, got back to me quickly, aggressive and got me the results that I wanted. Attorney Mongelluzzi and his staff all gave my case their personal attention and provided the quality of work that anyone would want when hiring an attorney.

- Client

Andrew is very thorough defining the outcome expectations. In my case, it was setting up a new corporate entity. He advised me on the most beneficial option and he then executed on that path. Andrew is a very pleasant person to work with. He is determined, skilled and committed to his client’s success.

- Gil Pinney

Andrew helped me through a difficult situation with American Express and we won the case. A great job by Andrew! He also helped me with T&C’s in my company. I would recommend Andrew highly as an attorney.

- John Sams

As a business owner for 12 years I have seen my fair share of ups and downs. Some of the downs would include landlord/tenant disputes and creditors that may have not been fulfilled to agreement. Andrew has met both of these situations for me in a timely, positive, and affordable manner.

- Rich Mattes

It was very nice to have a lawyer who not only is fierce in negotiations but has been successful in business. This is a lethal combination. I was glad he was on my side.

- Nigel Castanheiro

Andrew helped me with a contract litigation case. The lawyers battled it out for over a year and we finally got a reasonable settlement offer. Then the other side tried to back out. Andrew figured out how to force the other side to honor the deal and really knows his way around the court system. Definitely feel comfortable using him again.

- John Ellis


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