Best Investment & Business Structuring Lawyers in Tampa

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Adams and Reese LLP
Tampa, United States

Founded in 1951
610 people in their team
English
Study our experience and credentials to understand why we belong on your short list. Get to know us as people, and you’ll recognize our dedication to client service. At Adams and Reese, we take things personally. Our people are connected - to each other, to our clients, our families, and our...
Greenberg Traurig, LLP.
Tampa, United States

Founded in 1967
2,300 people in their team
English
Five decades ago, while at lunch in a South Florida deli, attorneys Larry J. Hoffman, Mel Greenberg, and Robert Traurig saw an opportunity to establish a new breed of law firm for South Florida; a firm that mirrored a New York style firm. In 1967, they founded the law firm Greenberg Traurig...
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About Investment & Business Structuring Law in Tampa, United States

Investment and business structuring law in Tampa involves choosing and organizing the legal form of a business, managing ownership and control, and aligning operations with state and federal requirements. The structures commonly used in Tampa include corporations, limited liability companies (LLCs), and partnerships. Each structure has distinct implications for liability, taxation, management, and fundraising.

In Tampa, like the broader Florida market, investors must navigate state statutes, local licensing rules, and federal securities regulations. Practical considerations include how profits flow to owners, how decisions are made, and how disputes are resolved. A clear structure also helps with financing, governance, and exit strategies. Local factors such as real estate activity, municipal contracting, and industry-specific licensing can influence the best choice of entity.

Why You May Need a Lawyer

You are planning to buy rental property in Tampa under a separate entity. An attorney can help choose between an LLC or a corporation to limit liability and optimize tax treatment. They can also draft operating agreements or bylaws and ensure proper title transfer and escrow arrangements.

You intend to raise capital from private investors in Florida. A lawyer can advise on securities law compliance, disclosures, and exemptions under the Florida Securities Act to avoid illegal sales. They can also help prepare private placement memoranda and investor agreements.

You run a Tampa startup and want to protect intellectual property and structure equity incentives for founders and employees. An attorney can advise on entity choice, stock option plans, and governance documents to support growth while limiting personal risk.

You own a family business and are considering a restructuring to facilitate succession and tax planning. A lawyer can design a governance and ownership plan that aligns with Florida law and minimizes disruption for employees and customers. They can also coordinate with accountants on tax implications.

You plan to bid on municipal projects in the City of Tampa and need compliant contracting structures. A lawyer can ensure your entity meets eligibility, bonding, and procurement requirements while aligning with contract terms. They can also help with corporate record keeping and confidentiality agreements.

Local Laws Overview

The following laws and regulations are central to Investment & Business Structuring in Tampa and Florida. Always verify the current text and recent amendments on official sites.

  • Florida Business Corporation Act - governs formation, governance, fiduciary duties, and dissolution of corporations in Florida. This statute shapes how shares are issued, how directors and officers are appointed, and how corporate powers are exercised.
  • Florida Revised Uniform Partnership Act - governs partnerships and their management, including partner duties and liability in Florida. It applies to general partnerships and, in some cases, to limited partnerships and limited liability partnerships depending on structure.
  • Florida Securities Act - regulates the offer and sale of securities within Florida, including registration requirements, exemptions, and antifraud provisions. It is important for any Tampa entity seeking to raise funds from investors.

In addition to state statutes, local considerations affect compliance in Tampa. A local business must typically obtain a Business Tax Receipt to operate lawfully within the city limits. Always confirm local requirements with the City of Tampa before starting operations.

Where applicable, consult the official sources for current provisions and amendments. For entity filings, use Sunbiz; for securities matters, refer to the Florida Division of Securities; for local licensing, consult the City of Tampa and Hillsborough County resources. Sunbiz and Florida official sources are linked below.

Frequently Asked Questions

What is the Florida Business Corporation Act and what does it regulate?

The Act sets the rules for forming and operating Florida corporations. It covers articles of incorporation, corporate governance, fiduciary duties, and dissolution. For current text, see the Florida statutes online. Sunbiz provides official filing guidance.

How do I form an LLC in Florida for a Tampa investment project?

File articles of organization with the Florida Division of Corporations and adopt an operating agreement. You should also obtain an Employer Identification Number (EIN) and consider a written operating agreement to define member roles. Use Sunbiz to complete filings online.

When should I hire a lawyer for business structuring in Tampa?

Engage an attorney early in the process when selecting entity type, drafting governance documents, and planning capital raises. A lawyer can help you avoid missteps in formation, contract drafting, and regulatory compliance. This reduces risk during growth and financing.

Where can I file Florida corporate or LLC documents online?

Documents for Florida corporations and LLCs are filed with the Florida Division of Corporations through Sunbiz.org. The site provides forms, filing instructions, and fee information. Check current fees on Sunbiz before filing.

Why might I choose a manager-managed LLC in Florida?

A manager-managed LLC clarifies who runs the company when members prefer not to participate in daily management. This structure can simplify control for passive investors and aligns with investor expectations. An attorney can draft a robust operating agreement to reflect this arrangement.

Can I raise capital in Florida without registering securities?

Generally no. Offering securities without proper exemptions or registration can violate the Florida Securities Act. Seek counsel to determine applicable exemptions and ensure full disclosure to investors. Consult the Florida Division of Securities for guidance.

Should I consider a holding company structure for a Tampa real estate portfolio?

A holding company can simplify ownership and asset protection for multiple properties. It also streamlines financing and estate planning. An attorney can help structure subsidiaries and intercompany agreements to optimize liability and tax outcomes.

Do I need a local business license or BTR in Tampa?

Most Tampa businesses require a local Business Tax Receipt (BTR) to operate within city limits. Failing to obtain a BTR can result in penalties and back taxes. Verify requirements with the City of Tampa before opening for business.

How long does it take to complete Florida entity formation?

Online filings typically process faster than mailed submissions. Many entities are approved within 1-3 business days, but complex filings or corrections can take longer. Fees and processing times are published on Sunbiz.

How much does it cost to form a Florida corporation in 2024?

Costs vary by filing type and optional services. Expect base filing fees, annual report fees, and potential registered agent charges. Check current amounts on Sunbiz for the exact figures.

What is the difference between a corporation and an LLC in Florida?

A corporation uses a formal board and officers with corporate tax treatment, while an LLC offers flexible management and pass-through taxation. Both can issue ownership interests, but governance and compliance differ significantly.

Do Florida statutes require specific records or minutes for LLCs?

Yes, Florida LLCs should maintain accurate records and minutes for significant actions. Proper documentation supports governance, audits, and potential disputes. An attorney can help establish a compliant record-keeping system.

Additional Resources

  • Florida Division of Corporations (Sunbiz) - official portal for entity formation, annual reports, and corporate status. Function: manages Florida business filings and records. Sunbiz
  • Florida Division of Securities (Florida Department of Financial Services) - regulates securities offerings, broker-dealers, and investment advisers within Florida. Function: administers securities registration and enforcement. Division of Securities
  • City of Tampa - provides information on local business licensing and the Business Tax Receipt program for operating within the city. Function: local business licensing and compliance. City of Tampa

Next Steps

  1. Clarify your business goals and preferred structure (LLC, corporation, or partnership). This guides all subsequent steps and documents. Timeline: 1-2 days of planning.
  2. Check name availability and basic eligibility on Sunbiz to ensure your chosen entity name is free. Timeline: 1 day for a preliminary check.
  3. Prepare and file the chosen entity documents (articles of incorporation or organization) with Sunbiz. Include initial governance provisions and member or shareholder lists as applicable. Timeline: 1-2 weeks for processing, plus any corrections.
  4. Obtain an Employer Identification Number (EIN) from the IRS and open a bank account in the entity’s name. Timeline: 1-2 weeks depending on approvals.
  5. Assess local compliance needs, including the Tampa Business Tax Receipt and any required licenses or permits. Timeline: 2-6 weeks to obtain approvals and start operations.
  6. Draft or update internal governance documents (operating agreement, bylaws, and minutes policy). Ensure alignment with Florida statutes and your investors’ expectations. Timeline: 1-3 weeks depending on complexity.
  7. Engage an Investment & Business Structuring attorney in Tampa to review documents, oversee compliance, and advise on ongoing governance. Timeline: initial consults within 1-2 weeks; ongoing as needed.

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Disclaimer:

The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.

We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.