It is also available as a paperback on Amazon and Barnes and Noble and as an ebook on Apple Books, Google Books, Google Play Books, Barnes and Noble Nook, and Amazon Kindle.

This is my third free ebook. My first free ebook “How To Form a Florida Business Corporation” and my second free ebook “How To Form a Florida Nonprofit Corporation” were published last month.

There are 2,000,000 limited liability companies in Florida, and 1,000,000 business and nonprofit corporations. 

I have seen many limited liability companies, business corporations, and nonprofit corporations improperly formed and maintained. Some failed to issue stock or memberships; others failed to file annual reports and keep minutes of meetings; and others failed to maintain corporate records. 

Failure to comply with the basics of Florida entity law has resulted in real estate title problems, litigation, and potential personal liability. 

Each of these free ebooks provides lawyers with a step-by-step process with forms and checklists for forming and maintaining Florida legal entities to avoid these real estate title problems.

These free ebooks are primarily directed to lawyers and their staffs because legal entities are created under Florida Statutes so having a law degree really should be a prerequisite to forming and maintaining legal entities. 

However, I realize that we live in an age where nonlawyers freely access these materials on the Internet, so I have written these books in plain language that does not require a law degree to understand. But, my message for nonlawyers reading these books is to be sure to engage a Florida-licensed lawyer on your behalf to review any document before it is signed or filed.

Please contact St. Petersburg attorney James W. Martin if you have any questions, comments, or corrections.

And, just like naming a person, naming a business takes time, thought, effort, and communication. You can’t just go register a domain name on Go Daddy and be done with it. Well, you can, but be ready to suffer the consequences.

Legal consequences. Business names have legal consequences. State and federal trademark laws prohibit your business name being confusingly similar to a trademark. 

Books. But, let’s start at the beginning. How do you think of a name for your business. There are lots of books of names for newborn babies. Are there books for newborn businesses? It turns out there are. The 22 Immutable Laws of Branding by Al Ries and Laura Ries and How to Launch a Brand by Fabian Geyrhalter are just two on Amazon.

Federal Trademarks. Let’s say you apply your new marketing skills and come up with a list of 5 to 10 possible names for your business. What’s the next step? I suggest heading over to the USPTO and doing a search of federal trademark registrations. And if any of your possible names match any word, and I mean any word, of a trademark there, then strike it off your list of possible names. Because it’s just not worth the possible consequences. Unless you have lots of money backing you up and you like to meet conflict head on.

State Trademarks and Entities. Trademark law is complicated by the fact that not only does the US Government register trademarks, but all 50 states also register them. You can engage a trademarks lawyer or search firm to search all 50 states, but before you take that step, you can search your own state databases of trademark and entity names. For example, in Florida, you can search for names of existing trademarks, corporations, LLCs, partnerships, and fictitious names by accessing databases on the Florida Division of Corporations website. Most states have similar databases.

Google. Finally, you’ll want to do a Google search of your possible names to be sure there are no businesses using a confusingly similar name. It turns out that another complication of trademark law is that trademarks don’t need to be registered. It’s true that registering a trademark gives additional rights to its owner, but common law trademark rights exist in most businesses in most states without registration. So, a Google search might identify more business names to avoid.

Ready to Hire a Lawyer. After you’ve whittled your list of possible business names down to those you think would not be confusingly similar to a trademark, it’s time to hire a lawyer to help you set up your business, legally. Because, believe it or not, there’s more to a business than its name.

For additional information, see the free ebooks written by St. Petersburg business lawyer James W. Martin on how to form a Florida LLC, Florida business corporation, and Florida nonprofit corporation.

For additional information, see the free ebooks written by St. Petersburg business lawyer James W. Martin on how to form a Florida LLC, Florida business corporation, and Florida nonprofit corporation.

Another common form of dissolution is when the Florida Division of Corporations administratively dissolves an entity for failing to file its annual report. This can result in personal liability to the business owners, unintended tax consequences, and litigation.

Therefore, whenever dissolution is contemplated or occurs, Pinellas County business attorneys should be consulted.

In Estate of Canavan v. National Healthcare Corp., 2004 Fla. App. LEXIS 10998 (Fla. 2nd DCA, July 23, 2004, Case No. 2D02-2438), the trial court granted a directed verdict in favor of a member of an LLC that operated a nursing home. The trial court accepted the LLC member’s argument that he could not be held personally liable as a managing member of the LLC, or as an officer of the corporation that was manager of the LLC, without piercing the corporate veil.

The appellate court reversed on the basis that negligence is tortious conduct which is not shielded from personal liability, hence it was not necessary to pierce the corporate veil in order to keep the alleged individual tortfeasor/member in the lawsuit as an individual party defendant. The court cited a 1999 Florida case that held officers of a corporation may be personally liable for their own torts even if their acts are performed as corporate officers. Fla. Specialty, Inc. v. H 2 Ology, Inc., 742 So.2d 523 (Fla. 1st DCA 1999).

In the Canavan case, the plaintiff sued for damages suffered by the decedent while residing in a nursing home operated by 1620 Health Partners, L.C., a Florida limited liability company. The manager of the LLC was a corporation, Southern Hospitality Developers, Inc. An individual named Roger Friedbauer and his wife were members of the LLC. They were also the only “principals or shareholders”, to use the court’s words, of the LLC and corporation. The corporation had no full-time employees.

The plaintiff sued the LLC, the corporation and Roger Friedbauer, personally. The plaintiff successfully argued that it had presented evidence that Roger Friedbauer was negligent in that he was responsible for approving the nursing home’s budget, that he functioned as the sole member of the governing body of the nursing home, that federal law (42 C.F.R. Sec. 483.75(d) (2002)) makes the governing body legally responsible for establishing and implementing management and operation policies, that he ignored complaints of inadequate staffing while cutting operating expenses, and that the pressure sores, infections, and other medical problems suffered by the decedent were the direct result of understaffing of the nursing home. The appellate court granted the decedent’s estate a new trial against Roger Friedbauer.

This case is a reminder that the limited liability protection offered by an LLC is not absolute. Just as an officer of a corporation may be held liable for his or her own personal negligence while acting in that capacity, a member of an LLC may also be personally liable for his or her own personal negligence or other tortious conduct while acting on behalf of the LLC. To expect otherwise would be asking for a license to be negligent, which at least one Florida court will not grant.
An LLC member cannot hide behind the LLC shield in Florida for his or her own negligence.