Entity Formation & Corporate Governance Advisory

The superstar of flexibility! LLCs offer robust personal liability protection, shielding your personal assets from business debts and lawsuits, much like a corporation. But here’s the kicker: they offer incredible operational freedom and can be taxed in various ways—think pass-through, S-Corp, or even C-Corp—helping you avoid that pesky “double taxation” by default. It’s a favorite for a reason, especially once your business plan is crystal clear. While forming one isn’t overly complicated , the real art is in aligning it with your long-term dreams.

The heavyweight champion of asset protection! C-Corps are separate legal entities, offering maximum shield for your personal wealth. Yes, they face “double taxation” (profits taxed at the corporate level, then again as dividends), but savvy strategies like reinvesting earnings or paying shareholder salaries can help lighten that load.   

The best of both worlds! This structure marries the liability protection of a corporation with the tax-saving grace of pass-through taxation. Profits and losses flow directly to your personal tax return, often reducing self-employment taxes. It’s a smart move for many growing businesses.  

The simplest handshake agreement for multiple owners. Easy to start, but beware: it offers zero personal liability protection. Your personal assets are on the line for all business debts. That’s why a rock-solid partnership agreement isn’t just recommended—it’s essential!   

A clever blend! LPs feature at least one general partner with unlimited liability, and one or more limited partners whose liability is capped at their investment. Perfect for attracting passive investors while keeping the reins in trusted hands. Forming one requires a quick filing with the Florida Department of State.

The ultimate team shield! In an LLP, all partners enjoy personal liability protection from the partnership’s obligations and even the actions of other partners. Just remember to file a Statement of Qualification and use the right LLP suffix in your name.   

Your brand’s first impression! We help you find a name that’s not only captivating but also unique and legally distinguishable in Florida, ensuring it doesn’t mislead or imply unauthorized purposes. We’ll even help you reserve it!  

Your business’s official legal mailbox! Florida law requires every entity to have a registered agent with a physical street address in the state (no P.O. boxes!). This ensures you never miss critical legal or tax documents.  

The official birth certificate of your business! These documents are filed with the Florida Department of State to legally establish your entity, including your name, address, and registered agent details. For corporations, we’ll also specify your authorized shares.   

Your business’s federal tax ID! Essential for corporations, multi-member LLCs, and single-member LLCs with employees. You’ll need it for tax filings and opening that all-important business bank account.   

 Beyond state registration, your business might need a patchwork of federal, state, and local licenses and permits, depending on your industry. We’ll help you identify and secure them, including registering any “doing business as” (DBA) names.   

The inaugural board meeting! After filing your Articles of Incorporation, we’ll guide you through this crucial meeting to adopt bylaws, elect officers, issue stock, and set your fiscal year.   

A new federal spotlight! Many LLCs now need to file this report with FinCEN, reflecting increased transparency requirements. We’ll ensure you’re compliant.   

Why change? To slash your tax burden, fortify asset protection, fuel growth, attract capital, or offer employee benefits. We help you define your “why.”   

Every change is unique. We’ll assess your specific needs—whether it’s tax reduction, enhanced asset protection, or preparing for massive growth—and work with our network of legal and tax professionals to navigate the implications.   

Structures like LLCs and Corporations are your personal liability shields. Restructuring can strategically pivot your tax implications, perhaps converting a partnership to an LLC for tax advantages.  

Ready for investment? LLCs and Corporations are generally far more attractive to investors and lenders than less formal structures.   

LLCs offer incredible management agility, while corporations bring formal governance. Both are easier to transfer or sell than a sole proprietorship, which is tied directly to its owner.

Florida offers streamlined conversion processes, but state laws (like Florida Statutes Chapter 607) and tax rates require careful consideration. We’ll handle the filings, from Articles of Conversion to Dissolution Documents.  

Your company’s internal rulebook! Shareholder Agreements (for corporations) and Operating Agreements (for LLCs) go beyond basic bylaws, outlining daily management, decision-making, profit allocation, and more. They protect rights, ensure proper governance, and keep your company organized and efficient.  

We craft agreements that cover everything: ownership, management, dispute resolution, voting rights, profit distribution, and clear rules for buying, selling, or transferring shares. We even include non-compete and confidentiality clauses to safeguard your interests.   

While not always legally required (like Florida LLC Operating Agreements), these internal contracts are absolutely vital. They establish a dependable internal structure and provide a clear roadmap, preventing unnecessary disagreements and protecting both the company and its owners.   

A robust Operating Agreement includes your LLC’s name, purpose, management structure (member-managed or manager-managed), member rights and responsibilities, capital contributions, profit/loss allocation, and dissolution procedures. It’s the definitive guide to who owns what in a multi-member LLC.

LLCs offer incredible flexibility! You can be member-managed (everyone’s a decision-maker) or manager-managed (designated individuals call the shots). We help you choose the structure that empowers your team.

Bylaws flesh out your corporate structure, detailing roles and responsibilities for directors, officers, and shareholders, and setting meeting protocols. They’re your company’s internal constitution.

We draft bylaws covering everything from office locations and meeting formalities to voting rights, director/officer duties, and committee appointments. They can even customize statutory requirements like quorum rules.

Your initial bylaws are formally adopted at the organizational meeting, right after your Articles of Incorporation are filed.

These aren’t static documents! We emphasize regular review and updates to reflect regulatory changes, business strategy shifts, and industry standards. Well-drafted bylaws are key to preventing internal conflicts and providing a clear roadmap for decision-making.

Our meticulously drafted contracts are your first line of defense, preventing misunderstandings and clearly outlining everyone’s obligations, rights, and responsibilities. They’re your proactive solution to avoiding future headaches.   

For a contract to hold up in Florida, it needs a clear offer, unambiguous acceptance, valuable consideration, mutual assent, legal capacity, and a lawful purpose. We ensure every box is checked.

This isn’t just about legal jargon; it’s about understanding your unique business needs and adhering to all local, state, and federal regulations. We minimize liabilities by ensuring every term is perfectly reflected.  

We’re your go to negotiators, balancing your desire to close deals with the critical need to protect your business interests. We ensure terms are fair, favorable, and strategically sound.   

Even the best plans can hit a snag. If a contract dispute arises, we offer strategic approaches, including mediation or arbitration, to resolve issues swiftly and efficiently, minimizing disruption to your operations.

The golden rule in Florida: it’s all about control! Independent contractors typically set their own hours, use their own tools, and are paid per project (1099). Employees are usually salaried or hourly (W-2) and covered by labor laws and benefits.

While not always legally required in Florida, a written independent contractor agreement is your best friend. It ensures enforceability and minimizes the significant risks of misclassification.

Contractors primarily operate under contract law, which protects their agreements. While anti-discrimination laws like Title VII generally don’t apply, contract law can offer recourse. Crucially, contractors usually retain intellectual property ownership unless explicitly assigned.

Even unintentional misclassification can sting! Fines range from $2,500 to $5,000 per misclassified employee, plus potential litigation. We help you avoid these costly pitfalls.   

Your handbook is your defense against unemployment claims and lawsuits, offering a documented record of expectations and consequences. It ensures consistency, fairness, and a shared understanding of company policies, benefits, and compensation.   

No matter where you operate, your handbook must include policies on Equal Employment and Anti-Discrimination, FMLA (for 50+ employees), Jury Duty Leave, Military Service Leave, Sexual Harassment, and Lactation Accommodation. These are non-negotiable worker rights.   

Beyond federal mandates, Florida businesses need to include provisions for Civil Air Patrol Leave (for 15+ employees), Domestic Violence Leave (for 50+ employees), Jury Duty Leave, Voting Leave, Whistleblower Protection, and Witness Duty Leave.   

Florida is an “at-will” employment state, meaning either party can terminate employment for any non-illegal reason. Your handbook needs a clear “at-will” disclaimer to prevent implied contract claims. We ensure this is drafted with precision.   

Your handbook isn’t a static document! It needs annual review and updates whenever laws or policies change. Crucially, all modifications must be communicated to employees and their acknowledgment obtained for legal enforceability.

Forming an LLC or corporation is a great start, but you must diligently separate business and personal assets (separate bank accounts, credit cards) to avoid personal liability.  

Treat your business as a distinct entity in every way to prevent “piercing the corporate veil”—a legal action that can expose you to personal liability. This happens if your business is deemed a “mere instrumentality” used for improper purposes.   

Florida businesses face a range of risks, from bodily injuries and property damage to personal or advertising injuries (libel, slander, false advertising). Slip-and-fall claims are particularly common here.   

While general liability insurance isn’t always statewide mandated, it’s often required by landlords, client contracts, and licensing boards. Workers’ Compensation (for 4+ employees, or 1+ in construction) and Commercial Auto insurance are legally required. Professional liability (E&O) and cyber liability insurance are also critical, especially given the high cost of data breaches in Florida.   

Maintain high professional standards, secure appropriate insurance, and keep meticulous records of client interactions. Consulting an experienced Florida corporate attorney is your best defense.   

Like any Florida contract, marketing agreements need a clear offer, acceptance, consideration, mutual assent, legal capacity, and a lawful purpose to be enforceable.   

We ensure your agreements clearly define the scope of services (e.g., social media, SEO), deliverables, and timelines. We also establish detailed payment terms, invoicing, due dates, and late payment penalties.

We advise including clear KPIs (Key Performance Indicators) to measure success, such as website traffic or lead generation.   

 Who owns the brilliant content created? We explicitly define IP ownership for campaigns, designs, and content.

Protecting sensitive information disclosed during the engagement is paramount.  

Clear clauses for ending the agreement due to breach, unmet performance, or mutual consent are essential.

A critical law for any business using calls or texts for marketing in Florida. It prohibits calls to no-call lists and mandates “prior written consent” for automated dialing systems. This consent must be specific, including a signature (even an electronic checkbox), clear authorization, and a disclosure that signing isn’t a condition of doing business.   

The FTSA has teeth! 2021 amendments created a private right of action, allowing consumers to sue for $500 per violation, with potential treble damages for willful violations. 2023 amendments expanded the “signature” definition and introduced a “STOP” notice requirement before a lawsuit can be filed.

All marketing contracts must comply with state and federal laws, including the Florida Deceptive and Unfair Trade Practices Act (FDUTPA), ensuring clarity and fairness to consumers.   

We assist both buyers and sellers in achieving successful and efficient commercial real estate transactions. Our services span acquisitions, sales, construction negotiation, dispute resolution, due diligence, title insurance, environmental assessments, property development, management agreements, and commercial leases.

Our attorneys possess a deep understanding of the Florida commercial real estate market, with specialized expertise in financing, taxes, titles, surveys, and the crucial ability to evaluate the intentions of other parties.

Selling? We resolve lien issues, address tenant concerns, negotiate new agreements, manage survey discrepancies, handle appraisal issues, and conduct thorough title examinations.   

We assist both landlords and tenants in drafting and negotiating commercial leases, including provisions for build-outs and concessions. We’re also experienced in enforcing leases and defending against default claims.   

Commercial agreements often include arbitration or mediation clauses. We provide expert legal counsel for real estate contract disputes, aiming for efficient and effective resolution.  

Your website’s rulebook! T&Cs establish how users interact with your site, define their rights and responsibilities, and create a legal framework to protect you, the website owner. They’re a critical prerequisite before your site goes live.

Comprehensive T&Cs cover user rights, IP protections, liability limitations, governing law, data collection/usage/storage, user data rights, cookie policies, and children’s privacy (if applicable).  

• Florida Information Protection Act of 2014 (FIPA): This state law amplifies federal HIPAA regulations, focusing on data breach notifications and expanding protected information to include emails and security questions. FIPA mandates notification within 30 days of a breach, with strict penalties for non-compliance.   
• Florida Digital Bill of Rights (FLDBOR) (SB 262): Effective July 1, 2024, this comprehensive law applies to businesses operating in Florida or serving Florida residents, especially those processing or selling personal data. It demands “reasonably necessary and proportionate” data processing, robust security, data protection assessments, and written contracts with data processors. FLDBOR grants consumers rights to access, copy, delete, and correct their data, and to opt-out of targeted advertising, including voice/facial recognition data. It also requires “opt-in” consent for sensitive data.   
• Florida Senate Bill 264 (SB 264): Effective July 1, 2023, this law prohibits offshore storage of health data (outside the U.S. or Canada) for healthcare providers using certified electronic health record technology. It also requires licensees to attest that no controlling interest has a business relationship with certain foreign countries of concern.

Ensuring your T&Cs comply with all applicable domestic and international laws, including Florida’s unique and evolving privacy landscape, is paramount. 

The formal farewell! Dissolution can be voluntary (member decision to wind up affairs and distribute assets) or involuntary (court-ordered due to illegal conduct or oppression).  

This isn’t a quick goodbye. It involves settling debts, completing contracts, disposing of assets, and distributing proceeds among members. Members and managers have fiduciary duties to act in the LLC’s best interest during this process.

Once affairs are wound up, Florida law requires filing Articles of Dissolution with the Department of State, formally notifying the state that your LLC has ceased operations.   

A strategic metamorphosis! Restructuring is a significant decision impacting liability, tax obligations, and operations. Businesses restructure to enhance liability protection, optimize tax benefits, accommodate growth, or ensure ongoing compliance.   

We guide you through assessing your current structure, choosing the ideal new one, and filing all necessary paperwork with the Florida Division of Corporations (e.g., Articles of Conversion, Articles of Incorporation/Organization, or Dissolution Documents). We also ensure all contracts are updated and tax authorities notified.   

Florida Statutes Chapter 607 offers direct conversion between certain entity types, streamlining the process. However, Florida’s specific taxation rules and the need for updated licensing must be carefully considered.

The rewards are many: improved liability protection, enhanced access to financing, greater tax efficiency, and simplified management.

Dissolution can sometimes lead to disputes over asset distribution or misconduct. Florida law provides frameworks for resolving these through litigation or alternative dispute resolution.   

“Nearly everything our clients want to do is regulated by State and Federal laws”. Compliance isn’t a side task; it’s woven into every fiber of healthcare operations.   

Your gateway to legal operation in Florida! Healthcare providers must obtain appropriate licensure from AHCA, with specific requirements based on your service (e.g., home health, skilled nursing). You also need to comply with the Florida Administrative Code (FAC), especially Chapters 59G (Medicaid) and 58A (Home and Community-Based Services).  

Becoming an enrolled Medicaid provider in Florida means adhering to stringent state guidelines, mandatory training on Medicaid rules and fraud prevention, and fulfilling annual re-enrollment and reporting requirements.  

Many healthcare professionals try to go it alone, often without adequate legal advice. Our experienced attorneys are essential to protect your business and interests, providing the expertise to navigate these intricate legal challenges effectively.   

The federal gold standard for PHI protection, generally prohibiting its use or disclosure without patient permission. PHI is broadly defined, covering any health information that identifies an individual and relates to their health or payment.   

PHI can be used without authorization for treatment, payment, or healthcare operations (e.g., quality assurance, credentialing, audits).   

Florida’s extra layer of protection! FIPA strengthens HIPAA with stricter data breach notification requirements (30 days to notify affected individuals) and expands protected personal information beyond HIPAA’s explicit coverage. Non-compliance carries substantial penalties.

A game-changer for data storage! Effective July 1, 2023, this law prohibits offshore storage of health data (outside the U.S. or Canada) for providers using certified electronic health record technology. It also requires licensees to attest that no controlling interest has a business relationship with certain foreign countries of concern.   

Our multi-faceted approach includes regular staff training on HIPAA and privacy protocols , using secure communication tools like encrypted emails and portals , implementing role-based permissions to limit PHI access , documenting clear policies , partnering with compliant vendors , and staying continuously updated on evolving laws. For FIPA, we focus on rapid detection, comprehensive incident response, and ongoing training.   

Credentialing is the thorough collection and review of your documentation to determine your eligibility to provide care within a specific institution and to enroll with various payers.

• Florida Medicaid Portal: The online application is highly specific, and your effective enrollment date hinges on the submission date—precision is paramount.   
• Background Checks: More complex and time-consuming than in many other states! You need a Medicaid enrollment application to get an Application Tracking Number (ATN), followed by fingerprinting and a Florida Public Rap Sheet. These are mandatory for any Medicaid or Medicare network.   
• Durable Medical Equipment (DME) Suppliers: A lengthy process mirroring Medicare requirements, including DMEPOS accreditation, Medicare enrollment, and a surety bond.

We guide you through every step: setting up online portals (CAQH, PECOS, Florida Medicaid), primary source verification (confirming qualifications with institutions and boards), thorough work history and reference checks (no gaps over 30 days!), comprehensive background checks, payer enrollment with every accepted insurance payer before seeing patients, and obtaining privileging at your practice facility.

First things first: you need appropriate licensure from the Florida Agency for Health Care Administration (AHCA). This involves proficiency exams, criminal background screening, diploma verification, and addressing any health or disciplinary history.

Be prepared! Medical credentialing in Florida can take longer than usual, averaging 30-60 days once submitted. Starting early is critical.

• Fraud: Knowingly and intentionally executing a scheme to defraud a healthcare benefit program, involving intentional deception for unauthorized benefit.   
• Waste: Overuse of services leading to unnecessary costs, often from misuse.   
• Abuse: Provider practices inconsistent with sound fiscal, business, or medical practices, leading to unnecessary costs or payment for medically unnecessary/substandard services, typically without intentional misrepresentation.   
• Overpayment: Any unauthorized amount paid by Medicaid, whether due to inaccurate reporting, improper claiming, unacceptable practices, fraud, abuse, or mistake.

Suspicious activity can come from anywhere: patient complaints, internal staff, or external agencies. Internal reporting is typically required within 10 days. External avenues are numerous, including anonymous hotlines, the AHCA Consumer Complaint Hotline, the Florida Attorney General’s Office, and the Florida Medicaid Program Integrity Office.

Severe administrative fines for failing to submit or implement anti-fraud plans or report suspected FWA, ranging from $2,000 to $10,000 per day or per violation, plus potential civil or criminal penalties. 

The Centers for Medicare & Medicaid Services (CMS) rigorously enforces the Public Health Service Act (PHS Act), Affordable Care Act (ACA), and No Surprises Act (NSA). CMS conducts targeted market conduct examinations and audits to ensure compliance.   

Florida generally exercises primary enforcement over health insurance issuers, but CMS retains authority to enforce if a state isn’t substantially enforcing requirements. Collaborative arrangements exist where states perform regulatory functions and refer non-compliance to CMS.

To operate legally, you need appropriate licensure from the Florida Agency for Health Care Administration (AHCA). Staff training and credentialing are also required, including ongoing education in HIPAA compliance, abuse prevention, and Medicaid fraud . Providers must also adhere to specific incident reporting requirements to AHCA and the Department of Children and Families (DCF) .

While distinct from Medicare, Florida Medicaid enrollment involves stringent guidelines, mandatory fraud prevention training, and annual re-enrollment, reflecting a broader state commitment to healthcare compliance.

Informed consent is a dynamic process where patients receive all relevant information about their diagnosis, treatment options, potential risks and benefits, and alternatives. This empowers them to actively participate in their healthcare decisions and is both a legal requirement and an ethical obligation in Florida .

Governed by Florida statutory laws and court decisions, most notably the Florida Medical Consent Law. This law limits liability if the physician meets specific conditions before treatment.

To ensure proper consent, we focus on:

• Disclosure of Information: Providers must explain everything—diagnosis, procedure nature, anticipated benefits, potential risks/complications, and alternatives—in clear, understandable language.
• Patient Understanding: Patients must genuinely comprehend the information. We emphasize clear language, assessing understanding, and addressing all questions.
• Voluntariness: Patients must freely accept or decline treatment without coercion.
• Capacity: Patients must have the ability to make autonomous decisions, understand consequences, and communicate their choices.

The process involves offering satisfactory answers, allowing time for discussion with loved ones, empowering the patient, and clearly noting their decision. In emergencies, implied consent may apply.

Informed consent doesn’t waive all liability! Claims can still arise from fraud, deception, or misrepresentation. It only protects against explained, common risks; patients still have rights if injured by negligence (e.g., wrong procedure, misdiagnosis).   

These forms are crucial for overall compliance and safeguarding your revenue. Improper documentation can lead to claims denials or privacy law violations.

Compliant forms include: commencement to patient medical records, HIPAA/HITECH privacy policies, clear statements of patient financial responsibility and assignment of benefits, the legally mandated patients’ bill of rights, patient medical record authorization forms, and informed consent for medical care and telehealth services.

Watch out for missing or incomplete privacy rights disclaimers, which can leave patients unaware of how their PHI is used, creating significant liability. Another trap: using copied or reused documents from other businesses, which often miss new legal changes or evolving payer requirements.

Especially in diverse markets like South Florida, providing duplicate Spanish versions of vital forms is highly advisable. This prevents informed consent forms from being invalidated due to language barriers .

Intake form requirements go hand-in-hand with physical posting requirements in your office, such as the patient bill of rights, privacy notices, good faith estimate compliance, and certain fraudulent billing disclaimers.

An MSO Agreement is a contractual arrangement where an MSO provides a comprehensive suite of administrative and management services to a healthcare provider, allowing providers to focus on clinical care while the MSO handles non-clinical operations.   

MSO agreements typically outline the scope of services (e.g., billing, HR, compliance, facility management), compensation structure (fixed fees, percentage-based, or performance-based), term and termination conditions, compliance provisions, and performance metrics.   

MSOs offer enhanced operational efficiency, reduced overhead, improved service delivery, allowing providers to focus on patient care, ensuring regulatory compliance (due to specialized knowledge), and providing scalability for growth.

State-specific laws designed to ensure only licensed medical professionals own, control, or make clinical decisions in medical practices, keeping patient interests paramount.

Florida is more flexible than some states, not explicitly prohibiting the corporate practice of medicine. This allows non-physicians greater freedom to own and manage medical businesses, provided they comply with other general healthcare regulations.

Despite Florida’s flexibility, MSO structures are a strategic choice to clearly delineate clinical and non-clinical responsibilities. This allows non-physicians to invest in business growth while medical decision-making remains with licensed professionals. MSOs handle administrative functions, HR, billing, financial management, real estate, equipment leasing, marketing, and IT.

CPOM challenges multiply for multi-state telehealth businesses due to varying state laws. MSOs are a critical framework for scaling telehealth operations while mitigating these regulatory risks.