A Miami business forms its LLC or corporation on Sunbiz, then generally needs a Certificate of Use and a City of Miami business tax receipt plus a Miami-Dade County local business tax receipt. Large company disputes may be heard in the Eleventh Circuit's Complex Business Litigation Division. We meet Miami clients in Fort Lauderdale or by video.
Miami is a place where a company may be owned by investors in three countries, sell across Latin America and still have to answer to a single city zoning office. The legal steps for starting and running a business here are mostly set by Florida law, but the local layer is heavier than in most counties: a business inside a city generally needs a city receipt and a county receipt, and in the City of Miami most businesses need a Certificate of Use first. This page sets out those steps and the court that hears larger company disputes.
Communities we serve in Miami-Dade County
- Miami
- Coral Gables
- Aventura
- Miami Beach
- Doral
- Homestead
Forming the company on Sunbiz
Business entities are created by the State of Florida, not the county. LLCs and corporations file with the Florida Division of Corporations through Sunbiz, naming a registered agent with a Florida street address. Founders who live abroad often ask whether they can form a Florida company; they can, but the registered agent must be in Florida, and the documents that follow, especially the operating agreement, deserve more attention when owners are spread across borders. Our guide to starting an LLC in Florida walks through the filing, and our registered agent guide explains that requirement.
Every active Florida LLC and corporation must file an annual report between January 1 and May 1. Missing it can lead to administrative dissolution, which causes trouble with banks and buyers. Our annual report guide covers the details, and our business formation page explains how we help you choose and set up the right entity.
Business tax receipts: city and county
Under chapter 205, both counties and cities may levy a local business tax. Miami-Dade County's receipt is issued through the county Tax Collector, and the county's guidance is that a business located within a municipality must obtain both a city receipt and a county receipt. In the City of Miami, the city's own business tax page states that every business is also required to obtain the Miami-Dade County receipt.
| Step | Office | Notes |
|---|---|---|
| Certificate of Use | City of Miami | Most businesses need one before the city receipt |
| City business tax receipt | City of Miami, applied for through MiamiBiz | Other cities, such as Coral Gables or Miami Beach, run their own programs |
| County local business tax receipt | Miami-Dade County Tax Collector | Required for businesses in cities and in unincorporated areas |
The City of Miami notes that peddlers, food trucks and businesses without a physical location in the city can apply for the receipt directly, without a Certificate of Use. For a shop or office, the usual order is:
- Form the entity and register any fictitious name.
- Confirm the location's zoning before signing a lease, because the Certificate of Use depends on it.
- Obtain the Certificate of Use and then the city business tax receipt.
- Obtain the county receipt from the Tax Collector, and display both at your place of business.
If you operate in another Miami-Dade city, check that city's own process. Our Florida business license guide explains how local receipts relate to state licenses.
Fictitious names
Many Miami companies trade under a brand rather than their legal name. Section 865.09 requires that brand to be registered as a fictitious name with the Division of Corporations before it is used, after it has been advertised once in a newspaper in the county where the business has its principal place of business. Registration lasts through December 31 of the fifth calendar year. Until the name is registered, the business cannot maintain a lawsuit in a Florida court, though its contracts remain valid.
Contracts, partnership and operating agreements
When owners come from different countries and legal systems, assumptions differ about who controls the company and how an owner leaves. A clear operating agreement or partnership agreement settles those questions in writing. We also draft and review distribution agreements for import and export businesses, celebrity and influencer agreements for brands and talent, and the customer and vendor contracts a company runs on. Our business contracts page has more detail.
Trademarks
A name that is free in Miami may already be registered elsewhere in Florida or the United States. Before you invest in signage, packaging or a website, a search reduces that risk, and registration with the State of Florida or federally strengthens your rights. Our intellectual property page explains trademark searches, registration and licensing.
Commercial leases
Because the City of Miami ties the Certificate of Use to the location, a lease for space that is not zoned for your use can stop a business before it opens. We review commercial leases for permitted use, rent escalation, repair duties, personal guaranties and renewal terms. Our commercial real estate page covers that work, and our Miami real estate law page covers property matters in the county.
Business disputes in the Eleventh Circuit
Miami-Dade County is the Eleventh Judicial Circuit, which serves no other county. Its Circuit Civil Division includes a Complex Business Litigation Division, created in 2006 to handle the circuit's volume of complex business cases. Two sections, 43 and 44, hear those cases, and the Circuit Civil Division sits at the Miami-Dade Justice Center. The division's rules emphasize active case management and require parties to meet and confer before presenting issues to the court. Many disputes are resolved earlier through negotiation, mediation or arbitration, which many contracts require first. See our business litigation page for how we approach disputes.
Buying or selling a Miami business
A purchase can be structured as a sale of the company or of its assets. Either way, due diligence in Miami should cover the company's Sunbiz status and annual reports, its fictitious names, its city and county receipts and Certificate of Use, its leases, and any trademark it relies on. Our mergers and acquisitions page explains the process from letter of intent to closing. Owners selling a company may also want to revisit their Miami estate plan.
How we work with Miami-Dade clients
Miami business owners can meet with an attorney at our Fort Lauderdale office or by phone or video. Your first consultation is free. We form companies, prepare governing documents, review contracts and leases, protect brands and represent owners in disputes. Because the firm limits its caseload, you work directly with an attorney. Read our corporate law overview, or contact us to start.
More help in Miami-Dade County
We also help Miami-Dade County clients with:
