Key Takeaways

  • Incorporating in Florida offers liability protection, tax advantages, and flexibility in corporate structure.
  • Costs include state filing fees, registered agent fees, and potential annual report fees.
  • Required steps include choosing a business structure, naming the corporation, appointing directors, and filing Articles of Incorporation.
  • Florida does not require a minimum capital investment to incorporate.
  • Florida offers simplified corporate maintenance with fewer annual reporting requirements.
  • A registered agent with a Florida address is required for all corporations.
  • Additional licenses and permits may be necessary depending on your business type and location.

Incorporate in Florida

When you incorporate in Florida, you are forming a corporation within the state of Florida that protects you from liability, provides tax deductions, and allows you to raise capital by selling shares of your company. To make the incorporation process as easy as possible, entrepreneurs and anyone operating as a sole proprietor can find online resources to incorporate.

How Much Does It Cost to Incorporate in Florida?

The base fee for incorporating in Florida is $70. This includes the registered agent designation and filing fees. The actual total cost depends on factors like the location and type of business. The Florida Department of State Division of Corporations accepts payment of additional fees. Fees include:

  • Certificate Copy: $8.75
  • Certificate of Status: $8.75
  • Foreign name renewal: $87.50
  • Non-profit reinstatement: $175.00
  • For-profit reinstatement: $600.00
  • Active business's resignation of registered agent: $87.50
  • Inactive business's resignation of registered agent: $35

Additional Costs to Consider When Incorporating

Beyond the basic filing fees, there are other potential costs associated with incorporating in Florida, such as:

  • Registered agent service fees (if using a commercial agent): Typically $100–$300 annually.
  • Certified copies of corporate documents: $8.75 per document.
  • Certificate of Status: $8.75 to confirm good standing.
  • Annual report filing fee: $150 for profit corporations; $61.25 for nonprofit corporations.
  • Late fee for annual report: $400.

You may also need to budget for legal advice, obtaining business licenses, and acquiring an Employer Identification Number (EIN) from the IRS.

How to Form an LLC in Florida

Anyone who wishes to form an LLC in Florida is required to obtain the necessary permits and licenses to operate in that industry, as well as file necessary paper work. While an operating agreement isn't mandatory, it's recommended that you have one. An operating agreement specifies the role of each member of a business (for companies that have two or more members). It's possible to file documents online for anyone who wishes to create an LLC in Florida.

Steps to Incorporate a Corporation in Florida

To incorporate in Florida, follow these key steps:

  1. Choose the type of business entity (C corporation, S corporation, nonprofit, etc.).
  2. Select a unique business name and ensure it complies with Florida’s naming requirements. The name must include "Corporation," "Incorporated," "Company," or an abbreviation thereof (Corp., Inc., Co.).
  3. Designate a registered agent with a physical Florida address who can accept legal documents on behalf of the corporation.
  4. Prepare and file Articles of Incorporation with the Florida Division of Corporations, either online or by mail.
  5. Appoint initial directors who will oversee the company until the first shareholder meeting.
  6. Draft corporate bylaws to outline internal governance, though bylaws are not required to be filed with the state.
  7. Hold an organizational meeting to adopt bylaws, appoint officers, and issue shares of stock.
  8. Apply for an Employer Identification Number (EIN) from the IRS.
  9. File any required local business licenses or permits.

Taxes and Fees for Filing for LLC

State fees include:

  • Filing for LLC: $100
  • Registered agents: $25
  • Obtain a certified copy of record: $30
  • Change the registered agent: $25
  • Reinstatement: $100
  • Obtain a certificate of merger: $24
  • Correction articles: $25
  • Annual report: $138.75
  • Late fee for annual report: $400.00

It's important to check with regulatory organizations often because a renewal of a Florida LLC could vary depending on the industry.

Tax Considerations for Corporations in Florida

When you incorporate in Florida, the following tax requirements apply:

  • No state personal income tax for shareholders.
  • Florida corporate income tax of 5.5% on federal taxable income over $5,000 for C corporations.
  • S corporations generally do not pay Florida corporate income tax, though they must file an informational return.
  • Annual report required to maintain good standing with the Division of Corporations.
  • Sales tax obligations may apply depending on your business activities.

Consult with a tax advisor to ensure compliance with federal, state, and local tax requirements.

Necessary Documents

To complete an application for a business license, applicants must provide several documents. The type of license a person is filing for will determine which documents are required. To get all the necessary information, a person can find and download the application online.

Applicants will need a tax identification number provided by the IRS. All requested documents are required in order to legally operate a business in the state.

Name Reservation and Business Naming Rules

When selecting your corporation's name in Florida:

  • The name must be distinguishable from other registered businesses in Florida.
  • The name must contain the word "Corporation," "Company," "Incorporated," or "Corp.," "Co.," or "Inc."
  • You can perform a name availability search on Florida’s Sunbiz website.
  • Name reservation is optional but may be helpful if you're not ready to file immediately.

Advantages of Incorporating in Florida

One of the biggest benefits for incorporating in the state is the absence of a personal income tax. Outside of Florida, some states charge corporations a 5.5 percent tax on taxable income more than $5,000.

If you fall under "S" status in Florida, you'll be exempt from the 5.5 percent corporation tax. "S" businesses in Florida are considered non-taxable, so after the first year, they don't have to file state income tax returns. These companies save money this way. There is also no minimum capital requirement to incorporate in Florida, unlike other states, which require at least $1,000 to begin a business.

Florida makes it easy to incorporate because a person can hold several titles within the business. This includes director and officer positions such as:

  • President
  • Treasurer
  • Secretary

Because Florida has some of the fewest requirements related to corporate reporting and some of the lowest annual fees, the state is considered "business-friendly."

Registered Agent Requirement in Florida

Every corporation in Florida is required to maintain a registered agent with a physical Florida address. This agent is responsible for receiving legal and government documents on behalf of the corporation.

Options for a registered agent include:

  • An individual Florida resident.
  • A corporation authorized to operate in Florida.
  • A commercial registered agent service.

Failure to maintain a registered agent may result in administrative dissolution of the corporation.

Making the Decision to Incorporate

Depending on the legal structure, each business type has pros and cons relating to how you can protect yourself from liability and how much money you save in taxes as well as how you share profits and loss. When ownership is shared between two or more people, that's considered a partnership. When parties agree to form a partnership, each party is responsible for:

  • His or her share of the profits
  • Individual share of losses
  • Individual liabilities

If one party fails to pay his or her share of debts, anyone in the partnership is considered liable for the full debts included in that partnership. Partnerships seem to work best when each partner complements the skills of the other partners. Owners of LLCs are responsible for paying self-employment tax as well as taxes on the share of the profits that's theirs; this share should be clearly spelled out in a business agreement. Each party files an individual tax return. LLCs are exempt from personal liability due to any choices or actions that the business makes.

Frequently Asked Questions

  1. Do I need a registered agent to incorporate in Florida?
    Yes, Florida requires all corporations to designate a registered agent with a physical Florida address.
  2. How long does it take to incorporate in Florida?
    Online filings are typically processed within 1–2 business days, while mailed filings may take up to 5 business days.
  3. Can I reserve a business name in Florida before filing?
    Yes, Florida allows optional name reservation for up to 120 days, which can help secure your business name before filing Articles of Incorporation.
  4. Is an operating agreement required for corporations in Florida?
    No, operating agreements are specific to LLCs. Corporations use corporate bylaws, which, while not filed with the state, are strongly recommended.
  5. Do Florida corporations pay state income tax?
    C corporations in Florida pay a corporate income tax of 5.5% on federal taxable income over $5,000. S corporations generally do not pay state corporate income tax but must file an informational return.

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