Page 45 - Akerman | 2016 Guide to Doing Business in Florida

LLLP, a limited partnership must elect in the initial Certificate of Limited Partnership to be
formed as an LLLP.

Further, the name of the LLLP must contain as the last words of its name “Limited Liability
Limited Partnership,” the abbreviations “L.L.L.P.,” or the designation “LLLP.”

3.4 Florida Sole Proprietorships
3.4.1 Introduction

Persons conducting a social enterprise alone in the State of Florida without the protections
afforded by incorporation are called sole proprietors. A sole proprietorship has no legal
existence apart from its owner, which means that the owner of a sole proprietorship is
personally liable for the debts and obligations of the proprietorship. Profits and losses are
borne directly by the proprietor. The proprietor may operate under a fictitious name that is
registered with the Florida Department of State. See www.sunbiz.org. Such registration
provides limited protection for exclusive use of the name, absent trademark or service mark
registrations.

3.4.2 Advantages and disadvantages
The main advantage of forming a sole proprietorship is that it may be formed without any
expense or formality. The main disadvantage of forming a sole proprietorship is that the owner
is wholly liable for all debts and obligations of the enterprise; all of the personal assets of the
owner and any other assets devoted to the enterprise can be seized to make payments. In
addition, a sole proprietorship itself cannot be sold since there is complete unity between the
enterprise and its owner, although the assets used in the enterprise can be sold. A sole
proprietorship generally terminates upon the death of its owner.

3.5 Florida Joint Ventures
A joint venture is not a statutory entity or form of doing business in the State of Florida. Rather,
it is a contractual arrangement whereby more than one person or entity join forces to operate a
venture. Many joint ventures operate by agreement only; the participants do not have to create
a separate entity as the vehicle for a joint venture. However, nonprofit corporations, for-profit
corporations and limited liability companies can each function as the entity vehicle for joint
ventures.

3.6 Florida Not For Profit Corporations

3.6.1 Introduction
The Florida Not For Profit Corporation Act governs the formation, operation and dissolution of
nonprofit corporations in the State of Florida. A nonprofit corporation in Florida is managed by
its board of directors and operated by its officers and employees. Instead of shareholders, a
nonprofit corporation may, but is not required to, have members. Nonprofit corporations, of
course, are specifically organized to not earn profits. No part of the income or surplus of a
Florida nonprofit corporation may be distributed to its members, directors or officers; however,
reasonable compensation may be paid for services rendered.

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