South Florida Business Formation Lawyer
If you are about to launch a venture, bring on investors, or convert a sole proprietorship into a formal business structure, the entity you choose will shape your taxes, your personal liability, and your ability to raise capital for years. The decision is rarely easily reversible without cost.
Our South Florida business formation lawyer advises founders, family businesses, investor groups, and established operators on the entity selection and setup work that comes at the beginning of every company’s life. The attorneys at Loshak Law PLLC form LLCs, corporations, partnerships, and hybrid structures for clients across industries, drawing on more than 13 years of transactional experience. Whether you’re setting up a single-member operating company or a multi-entity holding structure for a larger enterprise, we start by understanding what you’re building and work backward to the right legal framework. Reach out to schedule a consultation.
Why Choose Loshak Law PLLC for Business Formation in South Florida?
Hiring the right attorney at the formation stage saves money and headaches later. Cleaning up a poorly structured entity after the fact usually costs more than getting it right the first time. Our business law attorneys in South Florida bring a transactional mindset to every formation.
Local Legal Knowledge in South Florida
Our founder, Brandon F. Loshak, built the firm around transactional work that includes business formation, mergers and acquisitions, and real estate. Before starting Loshak Law, Brandon practiced at one of the country’s largest firms and spent earlier years in the oil, gas, and mineral acquisition industries, which shapes the business-minded perspective he brings to every entity decision. He holds the AV Preeminent rating from Martindale-Hubbell, the highest mark issued for legal ability and ethical standards, and is admitted to the Florida and Texas bars. He earned his J.D. at St. Thomas University School of Law with an earlier finance degree from the University of Colorado at Boulder.
Evan C. Leach contributes more than 13 years of practice in business law, asset protection, real estate, and complex litigation. He graduated cum laude from the University of Miami School of Law and is admitted in both Florida and Massachusetts. His earlier career in the pharmaceutical industry informs how he approaches regulated businesses and corporate structuring for investor-backed companies.
Formation Experience Across Entity Types
Our firm has formed single-member LLCs for solo operators, multi-member operating companies with complex distribution waterfalls, S-corporations and C-corporations for investor-backed startups, limited partnerships for real estate syndications, and holding company structures for diversified business owners. Along the way, our clients have closed transactions involving millions of dollars in combined value.
Clear Fee Structure
We use flat-fee pricing for standard entity formations, hourly billing for complex multi-entity setups, and custom arrangements when formation is part of a larger transaction. Fees are discussed openly at the outset so owners can plan.
What Clients Say
★★★★★
“Brandon went above and beyond for us. From the very first conversation, he made us feel supported and confident. His professionalism is matched by genuine care for his clients that stands out. Every question is answered promptly, and he explains everything in a way that is easy to understand. We’re truly grateful for his guidance and would recommend Loshak Law to anyone who wants an attorney who cares as much as they know the law.” – Seth Prezioso
Read more reviews on our Google Business Profile.
Types of Business Formation Cases We Handle in South Florida
Not every business needs the same structure. The right formation decision depends on who owns the company, how it plans to raise money, what the tax consequences look like, and how the owners plan to exit eventually. Our business formation attorneys in South Florida work across entity types and industries.
- LLC formation. Single-member, multi-member, and manager-managed LLCs are the most common Florida formation choice. We draft articles of organization, operating agreements, and organizational resolutions alongside the state filing. For multi-member setups, the operating agreement does most of the heavy lifting.
- Corporation formation (C-corp and S-corp). Corporations suit owners who want a formal stock structure, plan to attract institutional investors, or need the governance framework that comes with shareholders, directors, and officers. We prepare articles of incorporation, bylaws, shareholder agreements, and organizational resolutions.
- Professional corporations and PLLCs. Licensed professionals in Florida form professional entities that satisfy state licensing rules while preserving liability protection for non-professional obligations. We advise physicians, architects, accountants, and other licensed professionals on the right structure.
- Partnership formation. General partnerships, limited partnerships, and limited liability partnerships each serve different needs. Real estate syndications and family businesses often use limited partnerships for specific tax and control reasons.
- Holding company structures. Diversified operators often set up parent holding companies that own subsidiary operating entities. The structure protects assets across lines of business and simplifies ownership transfers.
- Series LLCs and protected series. Florida authorizes protected series under recent amendments to the LLC Act. We advise on when the structure makes sense and how to implement it correctly for the intended asset segregation.
- Trademarks. Most new businesses benefit from protecting the name and logo at formation time. We coordinate trademark filings with the entity setup.
- Foreign entity qualification. Out-of-state companies doing business in Florida register for authority to transact business in the state. We handle those filings and ongoing annual reports.
- Conversion and domestication. A sole proprietorship converting to an LLC, or an entity formed in another state moving its domicile to Florida, involves specific statutory procedures. We handle those conversions.
- Licensing tied to formation. For businesses in regulated industries like alcohol beverage or tobacco, the entity formation and license application need to be sequenced carefully. We handle both sides in-house.
- Commercial real estate entity setup. Real estate investors typically hold each property in a separate entity. We form those entities and coordinate the structure with the acquisition, land use work, and financing documents.
Florida Legal Requirements for Business Formation
Florida’s formation framework is straightforward if you know which statute applies to which entity. A few core requirements show up across every Florida business.
Florida limited liability companies are governed by the Florida Revised LLC Act under Chapter 605 of the Florida Statutes. Formation happens when the articles of organization are filed with the Department of State under § 605.0201. Once the entity exists, the operating agreement governs internal affairs with substantial deference to the members’ freedom of contract.
Florida corporations fall under the Florida Business Corporation Act at Chapter 607. Articles of incorporation must be filed with the Department of State and must include certain required information under § 607.0202, including corporate name, number of authorized shares, and registered agent information.
Partnerships are governed by Chapter 620 of the Florida Statutes, which contains both the Florida Revised Uniform Partnership Act and the Florida Revised Uniform Limited Partnership Act of 2005. General partnerships can form without a state filing, while limited partnerships require a certificate of limited partnership on file with the state.
All entity filings go through the Florida Division of Corporations, which operates under the Sunbiz name. Annual reports are due each year by May 1 to keep entities in active status.
New businesses also need an Employer Identification Number from the IRS and must decide how the entity will be taxed. Single-member LLCs default to disregarded status, multi-member LLCs default to partnership taxation, and corporations can elect S-corporation treatment by filing IRS Form 2553.
Important Aspects of a South Florida Business Formation Case
Every formation looks slightly different, but the components below show up in almost every engagement. Our South Florida business formation attorney will walk through each of these with founders before filing anything with the state.
Choosing the Right Entity
The choice between an LLC, an S-corporation, a C-corporation, and a partnership comes down to a handful of variables: tax treatment, liability protection, investor preferences, and operational complexity. An LLC works well for most small and mid-sized businesses because of its flexibility and pass-through taxation. A C-corporation is usually the right call for startups planning to raise venture capital. An S-corporation election can save on self-employment tax for owners who also work in the business. We walk through the variables with founders before filing anything.
Drafting Governing Documents
The state filing is only the starting point. The operating agreement for an LLC, or the bylaws and shareholder agreement for a corporation, govern how the company actually operates. Ownership percentages, voting rights, transfer restrictions, distribution rules, and deadlock procedures all live in the governing documents. We ensure that your governing documents are compliant with state laws and protect your business interests.
Federal Tax Elections
Entity type and tax treatment are separate decisions. An LLC can be taxed as a disregarded entity, a partnership, an S-corporation, or a C-corporation. A corporation can elect S-corp treatment by timely filing. The tax election affects self-employment tax, reasonable compensation rules, and how owners take money out of the business. We coordinate with the client’s accountant so the legal and tax structures line up.
Initial Capitalization and Equity Splits
How owners fund the business at the start matters. Initial contributions, whether in cash, property, or services, get documented in the capitalization table and member contribution schedules. Equity splits among co-founders, whether equal or weighted, should reflect the actual bargain. Unclear initial capitalization creates problems later when valuations or exits are on the table.
Registered Agent and Ongoing Filings
Every Florida entity needs a registered agent with a Florida street address. The registered agent accepts legal service on behalf of the company. Annual reports must be filed each year to keep the entity active. Missing the annual report leads to administrative dissolution, which can create personal liability issues for owners and complicate any pending transaction.
Multi-State and Foreign Qualification
Companies operating in more than one state may need to register in each state where they transact business. Florida operators expanding into other states face the same foreign qualification process in those jurisdictions. Multi-state formations often accompany real estate development ventures or operating companies that expand regionally. We coordinate multi-state registrations and advise on when the level of activity rises to transacting business.
Contact Loshak Law PLLC
If you are about to form a new entity, restructure an existing business, or expand into a new state, early legal guidance usually saves both time and money. Our South Florida business formation attorneys serve clients throughout Broward, Miami-Dade, and Palm Beach Counties from offices in Fort Lauderdale and Hollywood. Contact us to schedule a consultation. During that first conversation, we will review your plans, recommend an entity structure, outline the formation steps, and discuss fees up front. Put the experience of the attorneys at Loshak Law PLLC to work on your next formation, conversion, or restructuring.
