Forming a New Florida Corporation or LLC: A Practical, Miami-Dade–Focused Guide for Founders

Author: Yoel Molina, Esq., Owner and Operator of the Law Office of Yoel Molina, P.A.

30 October 2025

Forming a New Florida Corporation or LLC: A Practical, Miami-Dade–Focused Guide for Founders

Launching a company is exciting—but the first legal steps you take (or skip) will echo for years in taxes, liability, banking, and investor readiness. I’m Attorney Yoel Molina. My firm helps entrepreneurs in Miami-Dade and across Florida choose the right entity, file correctly, open bank accounts, and put the essentials in place so you can sell, hire, and scale without surprises. This guide is your plain-English roadmap to forming a corporation or LLC the right way in Florida.

LLC vs. Corporation: Which One Fits Your Plans?

Florida LLC (Limited Liability Company) Best for most small and mid-sized businesses. Flexible management, simple governance, and tax options (default pass-through, S-corp election when appropriate). The Operating Agreement is your rulebook—ownership, voting, profits/losses, buyouts, and what happens if a founder leaves.

Florida Corporation (Inc.) Best when you want a traditional board, multiple share classes, or plan to issue equity broadly. Requires bylaws, board/shareholder minutes, and stock records. You can elect S-corporation tax status (if eligible) to avoid double taxation, or remain C-corp if you’re courting venture investors.

Quick orientation

Want flexibility, simple upkeep, and profit distributions? Start with an LLC.
Want a classic equity play with stock options and potential institutional investors? Consider a corporation.

The Florida Formation Checklist (What We Set Up for Clients)

Name clearance & brand check Confirm availability with the Florida Division of Corporations (Sunbiz) and check for obvious trademark conflicts. If you’ll use a marketing name different from the company’s legal name, plan for a fictitious name (DBA) filing.
Registered agent & Florida address Florida requires a registered agent to receive legal notices. Use a reliable Florida agent (not a coworking front desk).
Articles of Organization/Incorporation We file with Sunbiz, setting ownership and management basics from day one (member-managed vs. manager-managed for LLCs; incorporator/initial directors for corporations).
Internal governing documents
- LLC: Operating Agreement (even single-member—critical for liability protection and banks).
- Corporation: Bylaws, initial organizational minutes, board/stockholder consents, stock issuances, and a cap table.
EIN (Employer Identification Number) Needed for banking, payroll, and most licenses. We obtain EINs for U.S. and foreign owners alike.
Beneficial Ownership Information (BOI) reporting Most new entities must report their beneficial owners to FinCEN on strict timelines. We prepare and calendar BOI filings and updates so you don’t miss a federal deadline.
Tax elections & accounts
- Evaluate S-corp election for tax efficiency (LLC taxed as S-corp or corporation electing S-status).
- Register state tax accounts as needed: sales/use tax, reemployment (payroll) tax, and any industry taxes.
Local licenses In Miami-Dade, plan on a Local Business Tax Receipt (county and often city) plus sector-specific permits (e.g., food, health, contractor licensing).
Banking & KYC Banks will request formation docs, EIN, IDs for owners, BOI confirmation, and operating agreements/bylaws. We assemble a complete bank packet so your account opens smoothly.
Insurance & risk transfer Match your contracts and landlord/vendor demands: general liability, workers’ comp, auto, professional/cyber as needed; collect COIs and endorsements (additional insured; primary/non-contributory; waiver of subrogation).
Founders, team & IP Issue equity (units or shares) properly, paper IP assignment agreements (so the company—not the individual—owns the code, brand, or content), NDAs, and role-appropriate contractor/employee agreements with clear ownership and confidentiality.
Compliance calendar Florida Annual Report (Sunbiz), BOI updates, license renewals, insurance audits, and tax filings—who does what and by when.

Miami-Dade Launch Timeline (30 Days to Operational)

Days 1–3: Strategy & setup Choose entity type; confirm name; plan tax posture; identify licenses. File the company and appoint registered agent.

Days 4–7: Paper & numbers Draft Operating Agreement or bylaws; prepare founder consents and initial cap table; obtain EIN; open compliance file for BOI.

Days 8–14: Banking & taxes EIN in hand → bank account open; prepare S-corp election if selected; apply for sales/use and payroll accounts; start local business tax receipt.

Days 15–21: Contracts & insurance Bind core policies; prepare your master service agreement (MSA)/sales terms, vendor T&Cs, NDAs, and IP assignment forms; gather COIs.

Days 22–30: Go-live Complete local permits; activate payroll; finalize website policies (privacy/terms); set the compliance calendar; first board/member minutes.

Operating Agreement & Bylaws: Your Business Constitution

Paper beats memory. Courts (and banks) care about what’s written:

Ownership & vesting: Founder equity, buy-ins, and vesting or claw-back on departure.
Decision rights: Who approves debt, hiring execs, major contracts, or distributions.
Profit distributions: When and how; manage taxes for pass-throughs.
Buy-sell provisions: Events that trigger a buyout (death, disability, deadlock, divorce, default) and the valuation formula.
Deadlock resolution: A clear tie-breaker saves months of conflict.
Assignment limits: Keep equity from drifting to outsiders without consent.

S-Corp 101 (When It Helps and When It Doesn’t)

Why owners consider S-corp status: Potential payroll-tax efficiencies when the business generates healthy profits above a reasonable salary. Caveats: Eligibility rules (U.S. shareholders, one class of stock, timely election). For LLCs, an S-corp election changes tax treatment—not state law status. We coordinate with your CPA to model savings vs. admin costs and payroll requirements.

Contracts You’ll Use Every Week

MSA + Statement of Work (SOW) or Sales Terms (scope, delivery, warranty, payment, limitation of liability, indemnity, dispute venue in Miami-Dade).
Vendor/subcontractor agreements with insurance, confidentiality, IP ownership, and flow-down of client obligations.
Employment/contractor agreements with IP assignments, confidentiality, and (when appropriate) non-solicitation clauses tailored to Florida law.
Website policies (privacy, terms of use), especially if you take payments or collect user data.
Credit application + personal guaranty (B2B).
Commercial lease toolkit if you’re taking space (CAM caps, signage, assignment rights, guaranty burn-offs).

Banking & “Corporate Veil” Hygiene

Liability protection isn’t a sticker—it’s a practice. Keep the corporate veil intact by:

Using the correct company name on invoices, contracts, and leases.
Keeping business and personal funds strictly separate.
Signing as Manager/President (your title), not individually.
Documenting major decisions with short board/member minutes.
Maintaining insurance matched to your real risks.

Five Costly Formation Mistakes (Avoid These)

No Operating Agreement or bylaws. Even single-member LLCs need one. Banks, auditors, and courts expect it.
Skipping BOI reporting. Federal deadlines are strict; missing them risks penalties and banking delays.
Equity “promises” by text or email. Issue units/shares properly with signed agreements and a maintained cap table.
No IP assignments. If founders/contractors own the code or brand, financing and exit get messy. Paper it now.
Forgetting Florida’s Annual Report. File on time each year to avoid late fees or administrative dissolution.

Industry Nuggets (So You’re Not Surprised)

Contractors/trades: Confirm state/County licensing before advertising. Add proper insurance, additional insured endorsements, and lien rights workflows.
Food/hospitality: Plan for health department permits, waste/grease interceptors, and build-out inspections; align lease rent start with realistic permitting.
Healthcare/financial/transport: Some licenses attach to entities; pick your structure before you apply to avoid redoing approvals.
E-commerce/tech: Privacy policy, PCI concerns, and IP diligence (open-source use; trademark clearance).

How We Help New Florida Companies Launch Right

At the Law Office of Yoel Molina, P.A., we act as your outside general counsel from formation through your first sales and hires. Typical first-month deliverables:

Florida LLC or corporation filed, registered agent, EIN, BOI filings calendared
Operating Agreement or bylaws + initial minutes, founder equity issuances, cap table
S-corp election analysis and filing (if appropriate)
Bank packet (resolutions, certificates) for quick account approval
Core contracts: MSA/Sales Terms, NDA, IP Assignment, Contractor/Employment agreements
Compliance calendar (Sunbiz Annual Report, licenses, BOI updates, insurance renewals)
Licensing guidance for Miami-Dade and your municipality (local business tax receipts)

Let’s Talk

If you’re forming a new corporation or LLC in Miami-Dade or anywhere in Florida and want it done right—documents, banking, licenses, and contracts—contact Attorney Yoel Molina at admin@molawoffice.com, call (305) 548-5020 (Option 1), or message via WhatsApp at (305) 349-3637.

Educational Notice: This article provides general information and is not legal or tax advice. Your situation may require specific guidance under Florida and federal law; we coordinate closely with your CPA.