Order Now

HOW TO INCORPORATE IN FLORIDA: THINGS TO KNOW

Click on the topic for more information

Florida Corporate / LLC Name

Your business name is probably the first thing you will consider when forming your Florida corporation or LLC. The business name that you choose:

• Must be distinguishable from the names of all other entities or filings, except fictitious name registrations which are on file with the Division of Corporations.
• Must not contain language stating or implying that the corporation is connected with a state or federal government agency.

For a Corporation in Florida, the corporate name must contain one of the following words (or an abbreviation):

• Corporation
• Corp
• Company
• Co.
• Incorporated
• Inc.

For an LLC in Florida, the LLC name must contain one of the following words (or an abbreviation):

• Limited liability company
• LLC
• L.L.C.

Registration of a Fictitious Name

• A fictitious name is any name under which a person transacts business in the state of Florida, other than his or her legal name.  A legal name refers to the name of the legal entity registered with the state.
• Registration of the fictitious name must be made with the Florida Department of State, Division of Corporations.
• The fictitious name registration is valid for a period of 5 years and expires on December 31 of the 5th year.
• Registration of a fictitious name is for public notice only and does not give rise to the registrant’s rights to own or use the name registered.
• In Florida, fictitious name registrations do not need to be advertised in a newspaper. The names are on file with the Florida Division of Corporations.

Registration of a Foreign Corporation / LLC in Florida

• If your business is a foreign corporation or foreign LLC (i.e., it is incorporated outside of the state of Florida) and you wish to transact business in Florida, then you must obtain a “Certificate of Authority” from the Florida Department of State.
• To apply for a Certificate of Authority, an application must be submitted by the foreign corporation or foreign LLC with the Florida Department of State in order to legally transact business in Florida (we can assist you with this).
• A foreign corporation or foreign LLC which transacts business in Florida without a Certificate of Authority may be subject to civil penalties imposed by the State during the time in which it did not legally transact business in Florida. In addition, a foreign corporation or foreign LLC cannot prosecute a lawsuit in Florida without first obtaining a Certificate of Authority from the Department of State.
• To obtain a Certificate of Authority, a foreign corporation or foreign LLC must have a registered agent located in the State of Florida.

Corporation Directors and Shareholders

One or more persons may serve as a director and shareholder of a Florida corporation.  Directors must be natural persons who are at least 18 years, but need not be residents of the state of Florida.

Stock

The articles of incorporation must list the number of shares that the corporation is authorized to issue to its shareholders.

Bylaws

A corporation in Florida must have bylaws. The bylaws govern the business and regulate the affairs of the corporation. Bylaws are typically adopted by resolution of the Board of Directors at or immediately after the inception of the corporation’s existence.

LLC Managers and Members

The management of an LLC in Florida is generally appointed to its members, unless otherwise provided in the LLC’s organizing document or operating agreement. Otherwise, management of an LLC may be conducted by a manager or group of managers. A “member” is a person who has a financial interest in the LLC (similar to a shareholder of a corporation). A “manager” is a person who is appointed or elected to manage the operations of an LLC. A manager may or may not be a member of the LLC.

Registered Agent in Florida

Your corporation or LLC must have a registered agent and registered office which is physically situated within Florida. The registered agent is the person who is designated by the corporation or LLC to receive legal papers on behalf of the entity. The registered agent must be either (1) an individual whose business office is identical to the registered office, or (2) another corporation with a business office identical with the registered office.

Corporate Income Tax in Florida

• If your business is operated as a regular (“C”) corporation, then you are generally required to pay corporate income tax to the state of Florida and file Form F-1120 (Corporate Income/Franchise and Emergency Excise Tax Return) with the Florida Department of Revenue. The corporate income tax rate is 5.5%. A corporation that owes less than $2,500 annually in tax may file Form F-1120A.
• If your business is operated as an “S” corporation, then you are generally not required to file a corporate income tax return with the Florida Department of Revenue. To be recognized as an S Corporation in Florida, you must provide a copy of the IRS’ Notice of Acceptance as an S Corp to the Florida Department of Revenue.
• If your business is operated as an LLC, the LLC is generally not required to file an income tax return with the Florida Department of Revenue.

State Unemployment Tax

• Employers in Florida are responsible for paying unemployment tax at the state level if: (1) the employer has a quarterly payroll of $1,500 or more in a calendar year, or (2) the employer has one or more employees for a day during any 20 weeks in a calendar year.
• Workers do not pay unemployment tax and employers must not make payroll deductions for this purpose.
• To register to pay unemployment tax in Florida, an employer must file Form DR-1 (Application to Collect and/or Report Tax in Florida) with the Florida Department of Revenue.

Florida Sales Tax

• Before you open a business in Florida, you may be required to first register with the Florida Department of Revenue to collect and pay sales tax. Generally, sales tax applies to most items sold at the retail level. There are other transactions which may be subject to sales tax in Florida. You should contact the Department of Revenue for more information.
• To register to collect and pay sales tax in Florida, you must complete Form DR-1 (Application to Collect and/or Report Tax in Florida) and file it with the Florida Department of Revenue.