Company formation laws in Florida
Table of contents
Are you thinking of forming a business in the state of Florida? Below are the steps that you should go through to know the procedures in a more detailed manner.
First, make sure what kind of company you are going to form. Whether you are going to file a DBA (fictitious name) to create a sole proprietorship or partnership, or just incorporating as a corporation or Limited Liability Corporation (LLC), you have to register your company with the state, county and moreover, have to open a bank account for the same. Even if you have an online business or a home business, you are required to go through all these steps.
Incorporate a DBA
Register with the state: If you succeed in registering a DBA/fictitious name with the state, you’d be able to conduct business within the state with the same name. Most of the small businesses choose this path while kicking off as of the due apprehension of breaking down and if something turns up, they incorporate later.
Things to consider: If you are going to choose DBA as your filing option, the name you choose can be used by another business entity in the state. So you are not acquiring a unique name. Another thing that needs to be considered is that if you file a DBA, there would be no limited liability. This means that if someone sues the corporation, your personal assets would be included in the lawsuit.
Legal notice and business license: Once you have successfully filed a DBA with the state, you need to publish a legal notice in a local newspaper and then obtain a business license with your county. In most of the counties of Florida, you need to have a business license or business tax receipt in order to get going with your business legally. To obtain one, check with your local tax collector’s office to know the required documents.
Incorporate a Business
Choose a name: If you are going to create a Corporation or LLC in Florida, the name that you are thinking of for your business, must be a unique one. Make sure the name must not be same as, or deceptively similar to that of another Florida LLC or any other foreign LLC doing business in that state.
Incorporate the business: The very first step is determining whether it is going to be an LLC or a corporation. An accountant or a tax preparer might be the most suitable person to help you make the choice. Moreover, an attorney might also be a good fit to talk with before concluding on such a decision. Choosing the type of company you are going to form is an important decision to make.
Articles of incorporation: Once you are done with the type of business, you need to file Articles with the Florida Department of State in order to incorporate the firm legally. Again, you need to have the name of the company, principal address, a mailing address, names and addresses of all the owners in the company in order to incorporate the articles. Moreover, an email address is also necessary to file with the state.
EIN filing: The next step is acquiring an EIN or Federal Employer Identification Number from the IRS. This is a unique tax ID for your company and must be used for any transactions you make. If the LLC is run by a single member, SSN can be used for all business transactions instead of an EIN.
Business license: In most of the counties in Florida, you need to get a business license, an occupational license or a business tax receipt in order to continue your business with authorization.
Bank account: The final step is opening a bank account for the new enterprise. All the transactions that you are making must run through the bank account. Once you are done with all these steps, you can set forth your business.
Non-profit Corporation Formation in Florida
Most non-profit corporations are 501(c)(3) corporations that have been formed exclusively for charitable, religious, literary, scientific, or educational purposes and are eligible for federal and state tax exemptions. In order to establish a 501(c)(3) tax-exempt organization, you need to first form a Florida corporation and only then apply for tax-exempt status from the IRS and the State of Florida. Below are the details.
- Choose the board of directors: Choose who will be the founding board of directors of your corporation. In the state of Florida, you need at least 3 or more directors to kick off your non-profit.
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Choose a name: The name that you choose for your non-profit corporation should not be same as the name of another nonprofit corporation on file with the Florida Department of State. In order to check whether or not
your projected name is available.
Moreover, in Florida, your non-profit corporation’s name must contain any one of these words: "corporation," "incorporated," or their abbreviations. However, it may not carry the name “company” or nay of its abbreviations. -
Prepare and file articles of incorporation: You need to create and file non-profit articles of incorporation with the Florida Department of State. The articles of incorporation usually incorporate basic information
like the name of your non-profit corporation, statement of purpose, certain provisions that are chiefly required for federal and state tax-exemption purposes, and the name and address of your registered agent (the person who will be
responsible for receiving legal notices).
In order to get your non-profit’s tax-exempt status, you’ll need to include some specific clauses in the application form while applying with the IRS. Such a clause might be dedicating the nonprofit's assets to another 501(c)(3) nonprofit organization should your nonprofit end. - Prepare bylaws for your non-profit: To form a non-profit corporation in the state of Florida, you need to prepare bylaws that will contain the rules and other procedures your corporation will follow to hold meetings, elect officers and directors and take care of other corporate formalities.
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Hold a meeting of your board of directors: The first board meeting of any non-profit corporation is usually referred to as the organizational meeting of the board. In this meeting, the board of directors should take
actions like:
- Approving the bylaws
- Appointing officers
- Deciding an accounting period and tax year
- Approving initial transactions of the corporation
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Setting up a corporate record binder: A non-profit corporation should set up a corporate record binder to keep important documents such as articles of incorporation, bylaws, and minutes of meeting.
Now as you are done with establishing your non-profit corporation, you can go ahead and apply for federal and Florida state tax exemptions. Below are the steps that you need to initiate to obtain your tax-exempt status. - File your Form 1023 federal tax exemption application: In order to achieve federal tax-exempt status, you must file IRS Form 1023 with the IRS. This lengthy form asks basic questions about your organization, its history, finances, organizational structure, operations, activities, governing measures, and so on.
- Seek tax exemption from the state of Florida: After you have successfully received your federal tax-exempt status, it’s now turn to obtain your Florida state tax exemption status. This may offer exemptions from income, property, sales, and other state imposed taxes. Get a form from Florida’s tax agency and file it with the state machinery after filing up in order to receive the tax-exempt status.
- Other registration requirements: Depending on the size of the corporation and its activities, you may need to register with the office of the Florida attorney general before engaging in any fundraising activities. Check with the Florida attorney general's website for additional rules or for detailed information about fundraising registration requirements.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. Please consult a qualified attorney for advice on your specific situation.
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