Florida Facts for LLCs

Here are some key facts you should know as you consider forming an LLC in Florida.

At the time of incorporation, Florida requires you to take the following steps:

• Articles of Organization. The document is required to form an LLC in Florida. LLCs are required to have one or more members/managers listed in the documentation.  Their names and addresses must be listed in the Articles of Organization. The business name must end with "Limited Liability Company," "Limited Company," "Ltd. Co.," "LLC," "L.L.C.," "LC" or "L.C." The word "Limited" cannot be used. Words such as "Bank," "Bancorp," "Mortgage" and "Loan" require approval from the Department of Financial Regulation.
• Registered Agent. LLCs must list the name and address of a registered agent with a physical address (no post office boxes) in Florida. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
• Federal Tax Identification Number (EIN). An EIN is required for LLCs that will have employees. Additionally, most banks require an EIN in order to open a business bank account.

Professional Services Businesses. Florida allows professionals, such as accountants, attorneys and physicians, to form professional limited liability companies (PLLCs).

After incorporating Florida also has the following ongoing requirements:

• Annual Report. Florida requires LLCs to file an annual report, which is due on May 1st. The filing fee is $138.75.

Why choose an LLC?

Consider forming an LLC if you are fearful of personal risks to lawsuits arising from your business. For example, if you decide to open a storefront business that deals directly with the public, you may fret that your commercial liability insurance won’t fully cover your personal assets from potential slip-and-fall lawsuits or claims by your vendors for unpaid debts. Running your business as an LLC may ease your mind because it instantly offers you an additional layer of security against these and other possible claims against your business.

See our Florida State Guide for more information on Florida LLC formation and Florida ongoing LLC requirements.

Florida Facts for S Corporations

Here are some key facts you should know as you consider forming an S corporation in Florida.

At the time of incorporation, Florida requires you to take the following additional steps:

• Articles of Incorporation. The document is required to form a corporation in Florida. S corporations are required to have one or more directors listed in the documentation.  They must be at least 18 years of age. Their names and addresses must be listed in the Articles of Incorporation. The business name must contain the word "Corporation," "Company," Incorporated" or an abbreviation thereof. It may not contain language stating or implying that the corporation is organized for purposes other than that permitted by Florida law or the Articles of Incorporation. The name must be such as will distinguish it from another corporation formed in the state. Words such as "Bank," "Bancorp," "Mortgage" and "Loan" require approval from the Department of Financial Regulation.
• Stock. Authorized shares and par value (minimum stated value) must be listed in the Articles of Incorporation. An increase in the number of shares or par value does not affect initial filing fees.
• Registered Agent. Corporations must list the name and address of a registered agent with a physical address (no post office boxes) in Florida. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
• Federal Tax Identification Number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.

Professional Services Businesses. Florida allows professionals, such as accountants, attorneys and physicians, to form professional limited liability companies (PCs).

After incorporating Florida also has the following ongoing requirements:

• Annual Report and Franchise Tax. Florida requires corporations to file an annual report before May 1st. The fee is $150. Florida also requires a franchise tax, due on or before the last day of the 4th, 6th, 9th months and the last day of the tax year. It is calculated as a percentage of the company’s net income for the year.
• Corporate Records. Florida requires corporations to keep extensive records at the principal place of business.
• S Corporation Election. Florida recognizes the federal S corporation election and does not require a state-level S corporation election.

Why choose an S corporation?

An S corporation allows the owners to offset non-business income with losses from the business, unlike a C corporation which is a completely separate tax entity. When compared to an LLC, the S corporation enables an owner to characterize a portion of income as “dividend,” rather than “earnings” that are subject to employment taxes.

See our Florida State Guide for more information on Florida S corporation requirements and Florida ongoing S corporation requirements.

Florida Facts for C Corporations

Here are some key facts you should know as you consider forming a C corporation in Florida.

At the time of incorporation, Florida requires you to take the following additional steps:

• Articles of Incorporation. The document is required to form a corporation in Florida. C corporations are required to have one or more directors listed in the documentation.  They must be at least 18 years of age. Their names and addresses must be listed in the Articles of Incorporation. The business name must contain the word "Corporation," "Company," Incorporated" or an abbreviation thereof. It may not contain language stating or implying that the corporation is organized for purposes other than that permitted by Florida law or the Articles of Incorporation. The name must be such as will distinguish it from another corporation formed in the state. Words such as "Bank," "Bancorp," "Mortgage" and "Loan" require approval from the Department of Financial Regulation.
• Stock. Authorized shares and par value (minimum stated value) must be listed in the Articles of Incorporation. An increase in the number of shares or par value does not affect initial filing fees.
• Registered Agent. Corporations must list the name and address of a registered agent with a physical address (no post office boxes) in Florida. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
• Federal Tax Identification Number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.

After incorporating Florida also has the following ongoing requirements:

• Annual Report and Franchise Tax. Florida requires corporations to file an annual report before May 1st. The fee is $150. Florida also requires a franchise tax, due on or before the last day of the 4th, 6th, 9th months and the last day of the tax year. It is calculated as a percentage of the company’s net income for the year.
• Corporate Records. Florida requires corporations to keep extensive records at the principal place of business.

Why choose a C corporation?

C corporations offer more flexibility than S corporations when it comes to the number of owners (shareholders) they can have as well as who can be an owner. Plus, the owners can hold different types of stock interests (such as preferred versus common stock.) This is one reason why venture capitalists choose C corporations when they offer funding to a business. Investors are drawn with the prospect of dividends if the corporation makes a profit. A C corporation can also retain and accumulate earnings (within reasonable limits) from year to year.

See our Florida State Guide for more information on Florida C corporation requirements and Florida ongoing C corporation requirements.

Florida Facts for Non-Profits

Here are some key facts you should know as you consider forming a Non-profit corporation in Florida.

At the time of incorporation, Florida requires you to take the following additional steps:

• Articles of Incorporation. The document is required to form a corporation in Florida. Non-profit corporations are required to have one or more directors listed in the documentation.  They must be at least 18 years of age. Their names and addresses must be listed in the Articles of Incorporation. The business name must contain the word "Corporation," "Company," Incorporated" or an abbreviation thereof. It may not contain language stating or implying that the corporation is organized for purposes other than that permitted by Florida law or the Articles of Incorporation. The name must be such as will distinguish it from another corporation formed in the state. Words such as "Bank," "Bancorp," "Mortgage" and "Loan" require approval from the Department of Financial Regulation.
• Registered Agent. Corporations must list the name and address of a registered agent with a physical address (no post office boxes) in Florida. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
• Federal Tax Identification Number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.

After incorporating Florida also has the following ongoing requirements:

• Annual Fees and Report Filings. A complete listing of reporting requirements for Non-profits can be found here.
• Annual Report and Franchise Tax. Florida requires corporations to file an annual report before May 1st. The fee is $150. Florida also requires a franchise tax, due on or before the last day of the 4th, 6th, 9th months and the last day of the tax year. It is calculated as a percentage of the company’s net income for the year.
• Corporate Records. Florida requires corporations to keep extensive records at the principal place of business.

Why choose a Non-Profit?

While incorporating your not-for-profit venture is not a requirement, it lends more credibility to your organization. Also, in order to become tax-exempt, you must incorporate and also file Form 1023 with the Internal Revenue Service. A few states require a separate file for state tax-exempt status as well.

See our Florida State Guide for more information on Florida incorporation and ongoing Florida corporation requirements.