Nici Law Firm provides various corporate services including the formation and funding of start-up businesses and succession planning, buying and selling practices, assets, divisions and companies, engaging in private stock offerings and re-sales, structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions.

Nici Law Firm also provides sophisticated legal services and valuable advice, assisting clients in drafting their business’s governing documentation, fundamental business formation (including joint ventures, limited partnerships, limited liability companies and corporations), advising companies and investors in the purchase, sale and mergers of businesses as well as providing legal advice related to closely-held family business and succession planning for the next generation.

Our Naples business planning lawyers believe the life of each business entity and the underlying ownership for each entity is unique and deserve the level of expertise, which Nici Law Firm can provide. From pre-startup planning and implementation, through the unlimited variety of company transitions including the negotiation and final sale of either the business entity or specified assets, our team of experts are capable and eager to meet your corporate needs.

As you may be aware, if you have a Florida business of any kind, there are several record keeping items that need to be completed each year in order to keep the business active and in compliance with Florida law.

The annual maintenance of your Corporation, Partnership or Limited Liability Company is very important. As a service to our clients, Nici Law Firm also provides an Annual Maintenance Program (“AMP”) that helps businesses maintain their records in accordance with Florida law. Specifically, under our AMP, Nici Law Firm prepares and files the Annual Report with the State of Florida, Division of Corporations, Annual Meeting and Minutes, Actions Taken by the Manager or Officers, Maintain the Records Book and will act as Registered Agent on whom process may be served and will notify the business owners of any service of process.

Please let us know if you are interested in the Annual Maintenance Program (“AMP”) and we will be happy to provide you with enrollment information and associated fees.

We believe the life of each business entity and the underlying ownership for each entity is unique and deserve the level of expertise, which Nici Law Firm can provide. From pre-startup planning and implementation, through the unlimited variety of company transitions including the negotiation and final sale of either the business entity or specified assets, our team of experts are capable and eager to meet your corporate needs. Call Nici Law Firm, P.L., in Naples at 239-449-6150 or contact us online for a complimentary consultation with a Florida Board-Certified Specialist in Wills, Trusts and Estates.

If you want to start a business in Naples but are unsure where to start, you should contact us, the Nici law Firm.  James R. Nici is a qualified business planning attorney who can guide you through every step of the process.

group discussion about forming new foundationBelow are several steps to forming a new business in Florida. Let us help you with them.

1. Research Your Business Idea

The first step of starting a business is making sure that your business idea is viable. Before you begin, some of the questions you should answer include:

• What products or services will you be offering?

• Who are your target customers, and how are their needs currently being met?

• Who are your competitors?

• How are your products or services different from your competitors?

2. Create a Business Plan

A business plan is a document that details your company’s objectives and how it plans to achieve its goals. It serves as a roadmap for how to structure, run, and grow your business. It can also help you get funding or bring on new business partners.

3. Choose Your Business Entity

Before registering your business, you must decide on your business structure. There are various types of business entities in Florida. Some examples include sole proprietorship, limited liability companies (LLCs), limited liability partnerships (LLPs), and corporations. Each option has pros and cons. A lawyer can help you decide which business structure best suits your specific needs and goals.

4. Register Your Business

You must register your new Naples business in the state of Florida. The forms and fee schedule can be found on the Florida Department of State Division of Corporations website. An attorney can assist in ensuring that your business is properly registered. You will need to provide the following information when registering your business:

• The name of your company;

• A federal EIN (not required for sole proprietorships and LLCs with no employees);

• Your full name;

• Your business address; and

• The name and contact information of your registered agent.

5. Register Your Business Name

If your sole proprietorship or general partnership uses a name different from your legal name, you must register a fictitious name with the Florida Department of State. Registration of a fictitious name is not required to form a corporation, limited liability company, or limited partnership.

For LLCs and corporations, you must ensure that the name is available and distinguishable from the names of the other business entities on file with the Florida Department of State.

6. Register to Pay Taxes

As a business owner, you will need to pay Florida taxes. You must register your business with the Florida Department of Revenue. In addition to state taxes, when you open a business in Naples, you must obtain a business tax receipt and pay the applicable business tax.

7. Apply for Business Licenses and Permits

Depending on the type of business you are forming, you may need to apply for specific business licenses. For example, real estate brokers, medical professionals, accountants, and architects need a Florida business license. Be sure to check local Collier County and Naples business licensing regulations and permits to ensure you operate legally. If you are opening a business in the City of Naples, you must obtain both a City and County license. If you fail to comply, you may face significant monetary and criminal penalties.

8. Obtain Insurance

In Florida, if your business has employees, you must maintain workers’ compensation insurance. The specific workers’ compensation insurance requirements will vary depending on the type of entity, number of employees, and industry. In addition, Florida businesses must have unemployment insurance (known as “reemployment tax”).

Other forms of insurance are not legally required, but you may want to explore them to protect your new company. Examples of insurance options include:

• General liability insurance;

• Commercial property insurance;

• Business interruption insurance;

• Commercial umbrella insurance;

• Commercial auto insurance;

• Business owner’s policy;

• Cyber liability insurance;

• Product liability insurance; and

• Errors and omissions insurance.

9. Set Up Your Finances

When forming your new business, you will want to set up a business bank account and apply for a business credit card. You should also establish a system for managing your accounting.

If you have questions about forming a new business in Florida, you should contact James Nici and the Nici Law Firm. As a qualified Naples business planning attorney, James R. Nici is an experienced attorney with over 25 years of experience. We can help guide you through the seps to establish your business in Florida. Contact our office today at (239) 449-6150 or use our web form to set up a free consultation.

One of the biggest decisions you will make when forming a business is the type of business structure you want. The business formation you choose has wide-ranging implications, from your daily operation to taxation and liability protection.

Below is a brief overview of the four basic types of business structures available in Florida.

1. Sole Proprietorship

client signing documents with lawyer to create a new business formationA sole proprietorship is the simplest business structure with very little paperwork needed to form and operate. It is owned by one individual, and there is no legal distinction between the business and the owner. Therefore, the business is not taxed separately, and all business income is reported on the owner’s personal income tax return.

A sole proprietorship does have risks. If the business is sued or has financial difficulties, the owners could be personally liable. The owner’s non-business property could be targeted to fulfill a judgment or lien.

2. Partnership

A partnership is when two or more people own a business together and share in the profits and losses. Each partner contributes something, usually money or real property, to the business. The partnership is a distinct legal entity from the partners that own it. Partnerships have “pass-through” status for income tax. The partnership’s profits and losses are reported on the partners’ individual tax returns so they avoid double taxation.

There are two main types of partnerships in Florida—general and limited.

• General Partnership – In a general partnership, the rights and responsibilities are divided equally between the partners. Each partner can act on behalf of all the partners and is responsible for the partnership’s debts and obligations.

• Limited Partnerships – Limited partnerships are formed by filing a certificate of limited partnership with the Florida Department of State. Unlike a general partnership, limited partners are not responsible for the partnership’s actions, debt, and obligations. Partners are given limited liability up to a certain limit based on their capital contribution.

3. Limited Liability Companies

One of the most popular business formations in Florida is the limited liability company (LLC) because they are easy to form and inexpensive to set up while also providing personal liability. To form an LLC, the owner must file Articles of organization with the Florida Department of State. Florida does not require LLCs to create an operating agreement. However, it is advisable. Without an operating agreement, the LLC guidelines and operations will default to Florida law. LLCs are not required to comply with corporate formalities like holding regular stockholder or management meetings. Like partnerships, LLCs have pass-through taxation. LLC members report their share of profit or losses on their personal income tax returns.

LLC members have limited liability. This means the members are not personally responsible for the business’s liabilities and debts.

4. Corporations

A corporation is its own independent legal entity. It exists separate from the individuals that own, control, and manage the business. The corporation can enter into contracts, pay taxes, and transact business. It is created when an individual files the Articles of Incorporation with the Florida Department of State.

The owners of the corporations are the shareholders who transfer capital to the corporation in exchange for a proportionate value of the stock. The shareholders can reinvest their profits back into the company to lower their tax burden. The rules and guidelines governing the corporation are laid out in the bylaws. Shareholders have limited liability and are not personally responsible for the corporation’s debts and liabilities.

There are disadvantages to forming a corporation. First, Florida corporations must comply with record-keeping regulations that can be time-consuming and costly. Secondly, corporations have double taxation. Corporate income is taxes at the business level and the shareholder level.

There are various types of corporations available in Florida, including S corporations, C corporations, and nonprofit corporations. A business lawyer can answer your questions about the different types of corporations recognized in Florida.

The business structure that is right for your business will depend on several factors. A knowledgeable attorney will be able to help you decide which is the best fit for you and your business.

If you have questions about the types of business structures recognized in Florida, you should contact Nici Law Firm. James R. Nici is an experienced business attorney with over 25 years of experience. Contact our office today at (239) 449-6150 or use our web form to set up a free consultation.

Running a business is hard enough without having to worry about keeping up with the corporate formalities required under Florida law. That is why  the Nici Law Firm does more than help individuals form their businesses. We are here to help maintain your business throughout the years.

The Annual Maintenance Program is a unique program offered to the clients of Nici Law Firm. The program helps businesses maintain their records in accordance with Florida law.

Some of the services included in the Annual Maintenance Program are listed below.

• Prepare and file the Annual Report

Under Florida law, all corporations, LLCs, limited partnerships, and limited liability partnerships must file an annual report with the State of Florida, Division of Corporations to maintain active status. The filing fees are dependent on the type of business entity. If your business does not file an annual report, it will be administratively dissolved and revoked from the Department’s records. Nici Law Firm will ensure that your Annual Report is filed by the proper deadline and complies with all Florida legal requirements.

• Annual Meeting and Minutes

All Florida corporations are required to hold an annual meeting. Nici Law Firm will ensure that the annual meeting meets all the legal requirements. For example, the corporation must notify shareholders of the date, time, and place of the annual meeting no fewer than ten days or more than 60 days before the meeting date.

Nici Law Firm will also document the meeting using meeting minutes. The meeting minutes may include the following:

• The name of the corporation,

• The date and time of the meeting,

• The names of the individuals present;

• The topics discussed or voted on; and

• Signatures.

• Maintain the Records Book

Nici Law Firm will assist in maintaining the business’s record book. All Florida corporations must maintain and record the minutes from all meetings of their shareholders and board of directors. Additionally, there must be a record of all actions taken by the shareholders or board of directors without a meeting. Documents such as articles of incorporation, by-laws, stock certificates, and amendments to the governing documents should also be maintained in the record book.

• Act as a Registered Agent

A registered agent is an individual or business entity that accepts tax and legal documents on behalf of the company. Nici Law Firm will receive all services of process, so your business does not have to be available. It will notify the business owners of any service or process. When you have Nici Law Firm act as your registered agent, you will not need to worry about potentially missing an important legal document or notice.

The annual maintenance of your Naples business is critical. If your business is not kept active and in compliance with Florida law, you could face significant fines and criminal penalties. Additionally, it can help protect shareholders against personal liability for obligations incurred by the business. If your corporation does not follow all the legal formalities, the court could regard it as a sham corporation, allowing creditors to pierce the corporate veil and bring personal suits against the shareholders.

In addition to the legal benefits above, the Annual Maintenance Program will help with the operation of your business. For example, banks and other lenders will want to review your record book before lending money to your business. Additionally, clean recordkeeping will help the company prepare legal documents, tax returns, and financial plans.

Please let us know if you are interested in the Annual Maintenance Program (“AMP”), and we will be happy to provide you with enrollment information and associated fees.

If you have questions about our Annual Maintenance Program, you should contact Nici Law Firm. James R. Nici is an experienced business attorney with over 25 years of experience. Contact our office today at (239) 449-6150 or use our web form to set up a free consultation.

Being a successful Southwest Florida business owner, you know the importance of the day-to-day attention required to ensure your business continues to thrive and meet quarterly goals. Planning for your business’s future includes succession planning.

business planningYou cannot afford to overlook the inevitable. You won’t always be here to personally to run the daily operations or supervise your company’s growth and sales. Having a plan for the future ensures that your hard work and triumphs won’t end with you. No matter the size of your business, you owe your loyal employees and loved ones a plan for business succession.

Business succession planning is the process of passing control of the business to others. Like estate planning for an individual, a succession plan outlines how your business will run after you retire, become disabled, or die. It also plans if a key employee retires, resigns, gets fired, becomes ill, or dies. It ensures that your business will continue to run smoothly without interruption. Planning for your business’s future will give you the peace of mind that you have done all you can.

Here are some basic elements to consider as part of your business succession plan. But remember your business is unique and your individual goals and needs of your company should personalize your succession plan.

In general, Attorney Nici recommends three basic elements that should be included in all business succession plans he designs for his Naples and Southwest Florida clients.

1. Transfer of Ownership

The Succession Plan should address:

• who will acquire the business at the retirement or death of the current owner, and;

• who will hold voting control of the business interest.

• If relevant, it should state how the new owner will pay for the business (i.e., buy-sell agreement or other financial arrangements).

• The succession plan should also address the tax implications of the transfer.

2. Transfer of Leadership (Management)

In the succession plan, you should also address who will take over the management responsibilities after the business changes ownership. This section should include any financial considerations such as salary, bonuses, stock, related to the transfer of leadership. You should include how long the transition will take. Also include whether legal documents, such as employment contracts and non-competes, will be necessary.

For example, your spouse may be given ownership of the company but the actual running of the company will be done by who you name to assume leadership of the company.

3. Financial Planning

The succession plan should consider and plan for the potential financial implications of an ownership transition, including tax implications, retirement plans, and life insurance policies to protect the business if there is an unexpected death or disability.

As an attorney who has helped many businesses make a business succession plan, Attorney Nici is qualified to help guide you in planning for your company’s future.

Step 1.  His first step would be to help you identify the goals and objectives of your succession plan – what do you want your plan to achieve. Your objectives will likely include the 3 elements we described above but will also include your personal ideas and vision. For example, you may have an idea that you want the management to stay in the family and identify a family member who would be perfect. Attorney Nici will guide you on how to make that happen.

Step 2.  Next, you will assess your business’s value, current structure, and operations, including the roles and responsibilities of key personnel. You will want an accurate understanding of the business’s current market value and maybe its future potential value. We will want to identify the company’s assets and liabilities(debts). This information will help you realize the risks and liabilities associated with an ownership transfer. It will also guide you in deciding whether changes are required to prepare the business for a transition of ownership.

Step 3.  Thirdly, you want to identify successors for ownership and leadership. In general, there are three options to consider for potential successors—family members, key employees, or a third-party sale. Leaving ownership to a loved one, given its value and ability to generate income and profit, can give you peace of mind that you have provided for that loved one. When making this decision, you will want to identify experience, leadership skills, and other personal qualities. Identify any training or leadership development your successor will require.

Step 4. Create the required succession documents. Working with James Nici as your experienced Naples business planning attorney will ensure you have a comprehensive succession planning packet. These documents need to clearly memorialize your wishes. With his knowledge of Florida and federal tax and other relevant regulations,  attorney Nici will help you to take into consideration tax implications, financial arrangements, non-compete and employee contracts, insurance coverage needs, and training requirements.

Step 5.  The final step of business succession planning is to ensure that your personal estate plan coordinate with the wishes of your business succession plan. These two plans should work together. This is especially important when the value of your business represents a significant portion of your estate. Examples of estate planning documents that should be reviewed and updated include your will, trusts, and powers of attorney.

If you have questions about properly planning for your business’s future as well as your estate plan, you should contact us today. You have worked hard to build your business, your brand, and your reputation in the business community. Do not risk it by not planning ahead. Our goal is to help you take this step to preserve your legacy. Your customers, employees, and loved ones are counting on it.

Contact our office today at (239) 449-6150 or use our web form to set up a free consultation.