The purpose of this article is to provide an overview of the company formation process in Florida for first-timers.<\/p>\n
As with all States, the Florida Department of State requires business entities of all types to be registered with its Corporations Division.\u00a0 The process can be done online through the Department of State’s website<\/a>.\u00a0 The process can also be done by mailing in paper forms, but that takes much longer.<\/p>\n The information you will need to provide depends a bit on what form<\/em> <\/strong>you want your company to take — i.e. limited liability company (LLC), corporation (Inc.), limited partnership (LP), etc.\u00a0 However, there are some basics that apply to all forms:<\/p>\n You may find it a little more difficult than expected to select a company name.\u00a0 As Solomon said: \u00abThere is nothing new under the sun.\u00bb\u00a0 The name you give your company cannot be \u00abconfusingly similar\u00bb to that of an existing company.\u00a0 So, you will need to be rather creative with your name choice, and have a couple of\u00a0 alternates ready to go.<\/p>\n You should first do a Clearance Search<\/em> to see if there is another active company with the same or similar name as the one you want to use.\u00a0 To do that, you can use the \u00abSearch Records\u00bb tab at the top of the State Department’s website<\/a>.<\/p>\n If you skip this step, you may very well go through the entire process only to have your registration rejected . . . and then have to start over.<\/p>\n Every business entity must have a registered agent with a physical address in Florida.\u00a0 The registered agent’s job is to receive official correspondences, such as lawsuits and communications from governmental entities.\u00a0 (You probably will not use your registered agent for regular mail.)\u00a0 You may act as your own registered agent, which will save on the expense of paying a professional agent.\u00a0 That is not necessarily recommendable, though.\u00a0 The cost of a professional registered agent is very low, and they generally keep an eye on things such as the annual deadline to renew your company, etc., in addition to being responsible for receiving official\/legal documents.<\/p>\n You Florida company is permitted have an out-of-state office and mailing address.\u00a0 Likewise, the owners\/officers may provide out-of-state addresses as well.\u00a0 However, the company must<\/em> have an in-state registered agent with a physical<\/span> address.<\/p>\n The owners may<\/em> <\/strong>be listed in the company’s registration, but it not required.\u00a0 Depending upon the nature of the business, and any confidentiality concerns, you can decide whether it makes sense to name the owners in the registration or not.\u00a0 For example, if it is an owner-operated company, you may want to list the owner because doing so will make it easier to open bank accounts, etc.\u00a0 But, if it is a company with employees, there may not be any good reason to expose the owner’s name in the public record.\u00a0 (Click here <\/a>for tips on limiting liability)<\/p>\n At a minimum, though, you will have to list a manager or director.\u00a0 You have to give the State the name of the person or entity with authority to take decisions for the company.<\/p>\n That said, neither owners nor officers have to be human beings.\u00a0 You could name another company or trust as the owner and\/or officer.\u00a0 That is a technique sometimes used for asset protection<\/a> and\/or flexibility.\u00a0 Be aware, though, that ultimately a person has to sign on behalf of the entity that is acting as owner\/officer, so somebody’s name will have to appear in the registration.<\/p>\n In the US, the two most fundamental documents of a business are generically called the \u00abArticles\u00bb and the \u00abBylaws.\u00bb<\/p>\n If you register your business in Florida, the State Department will automatically generate Articles based on the information you provide through the registration process.\u00a0 After all, the Articles are simply the most basic information about the company.\u00a0 Your company’s Articles will be available for download on the Department of State’s website.<\/p>\n Do not be confused by the title \u00abArticles of Incorporation\u00bb versus \u00abArticles of Organization.\u00bb\u00a0 The difference is merely due to the form of the company.\u00a0 Only corporations can \u00abincorporate.\u00bb\u00a0 So, if you create an LLC, for example, your document will be called \u00abArticles of Organization.\u00bb\u00a0 It’s the same thing, though.<\/p>\n Similarly, the actual title of this document will vary depending upon the form of your company:<\/p>\n These are just different names for document that contains the details of your company’s governing rules.\u00a0 This document is not generated automatically by the State Department, nor does it appear on the State Department’s website.<\/p>\n The bylaws will generally be prepared by an attorney.\u00a0 Because bylaws are not required by the State Department, so business owners do not bother with them.\u00a0 This, however, is a terrible idea.<\/p>\n If the company has partners or investors, then operating without bylaws is like jumping out of a plane without a parachute.\u00a0 And, as a more immediate matter, all banks I know of require a copy of the bylaws in order to open a company bank account.<\/p>\n This is not the place to get into taxation issues, such as whether the company will be \u00abpass through,\u00bb taxed as a partnership, S-corp, C-corp, etc.\u00a0 That is a discussion to be had with your tax attorney or accountant.\u00a0 Moreover, there is no need to make those decisions at this point in the process.\u00a0 First, just get the company registered with the State Department.<\/p>\n Once that is done, you will need to apply for an Employer Identification Number<\/a> (EIN).\u00a0 In many cases, that can also be done online here<\/a>.<\/p>\n If nobody associated with the company has a Social Security Number or ITIN<\/a>, then the application for an EIN cannot be done online.\u00a0 That is a bit unfortunate because applying by fax or mail can take much longer.<\/p>\n From a legal point of view, there is no urgency to get the EIN.\u00a0 As long as the company has a taxpayer number by the time it is ready to file a tax return, you will be fine.\u00a0 However, most companies need a bank account sooner rather than later.\u00a0 And, all banks I have seen require an EIN in order to open a business account.<\/p>\n Rather annoyingly, most cities and counties in Florida use alternate terms for describing a business or occupational license.\u00a0 Some municipalities in our area use the term \u00abTax Receipt.\u00bb\u00a0 Just the same, if you call or go to the website, you can get the information you need by asking for a \u00abbusiness license.\u00bb\u00a0 Everyone knows what you mean.\u00a0 It is a small fee you will need to pay the local municipality(s) where your business is located.<\/p>\n Do be aware that you will probably need to pay a separate fee to both the city and the county where your business has its address.<\/p>\n With just the items listed above, you will have the basics in place to start a business in Florida.\u00a0 Obviously, if your particular business requires licenses or permits, those are separate matters you will need to address in order to legally operate your business.<\/p>\n There are some strategic decisions to be made along the way, which are more difficult to address in a generic article.\u00a0 That is why you should always consult an attorney along the way.\u00a0 You will find additional information here<\/a> describing some of the key considerations.<\/p>\nCompany name<\/h4>\n
Registered Agent<\/h4>\n
Owners & Officers<\/h4>\n
Governing Documents<\/h2>\n
Articles<\/h4>\n
Bylaws<\/h4>\n
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Taxpayer ID<\/h2>\n
Local Business License<\/h2>\n
Miscellaneous<\/h2>\n