How do you set up a business in Florida - Part 2: The birth of the LLC

 

The most common business entity used at present in Florida is the LLC.  Historically, several hundred years ago, the partnership was the only method by which to conduct business with others.  Then, in the mid-1500s, the corporation as we understand it as a means to do business came into being to support voyages to the new world.  It would seem that it was deemed more practical at the time to have a small governing board to guide the venture with one-hundred fifty shareholder/investors as opposed to one-hundred and fifty actual partners who each might have wanted to have the adventure go in a different direction.

 

From that time until the end of the twentieth century, the options for business people were the corporation or the partnership.  However, most businesses in Florida are closely held concerns owned by one or a handful of people and are not large businesses with hundreds of stockholders, publicly traded stock, a large board of directors, or thousands of employees.  Therefore, the corporation as a legal entity by which to conduct business was too cumbersome for most people and was akin to nailing a thumbtack in with a sledge hammer.  In reaction, in the early to mid-1990s, the Florida Legislature revised the partnership laws to allows for different types of partnerships that would better accommodate how businesspeople were actually operating in the State.  But, those options did not afford the legal protections offered through the corporation and by the end of the 1990s they were largely abandoned in favor of the limited liability company.

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