Florida Incorporation, LLC, and Not-for-Profit Information

Nickname:The Sunshine State

Capital: Tallahassee

Following please find a guide of state information with reference to the registration of a Florida Corporation, LLC and Not-For-Profit company. Please click on the tab to the corresponding Florida entity for which you would like additional information. You will find information on items such as company name, filing document, annual report and taxation requirements. Please contact us for more information or to place an order.

Company Name:

The name shall contain the word "corporation", "incorporated" or "company" or an abbreviation of one of such words, "Inc.", "Corp." or "Co."

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.

The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: "Bank," "Bancorp," "Mortgage" and "Loan". Further The name is not allowed to include words or phrases that could give the impression that the business is connected to a government agency or chartered under United States law.

Company names in Florida cannot be reserved.

Formation Document:

The formation document required to file a corporation in Florida is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, principal place of business, mailing address, name and address of the registered agent, name and address of the officers and directors, shares, and par value.

Professional Corporations:

Florida law does allow for the formation of Professional Corporations (PC's). A Professional Association must contain the word “chartered” or “professional association” or “P.A.”.

Directors/Officers:

Corporations are managed by their Board of Directors. The minimum number of directors required in Florida is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

Bylaws:

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements:

All Florida Profit Corporations will be required to file an Annual Report yearly to maintain “active” status. The first report is due in the year following formation. The report must be filed electronically online between January 1st and May 1st. The annual report must include the company name, date of formation, tax ID number, principal office address, mailing address, name and address of the registered agent and name and address of the directors and principal officers. Failure to file the annual report may result in the company becoming inactive.

Assumed Name DBA:

Corporations can register an Assumed Name (DBA) with the Department of State Division of Corporations by filing an Application for Registration of Fictitious Name. A fictitious name may not contain the words “Corporation” or “Incorporated,” or the abbreviations “Corp.” or “Inc.

Note: Proof of filing must be advertised at least once in a newspaper as defined in chapter 50, Florida Statutes, in the county where the principal place of business is located.

Dissolution:

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing Articles of Dissolution pursuant to Section 607 of the Florida Statute with the Florida Department of State. In order to file all outstanding annual reports must be filed along with the associated filing fees.

Taxation:

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Florida an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Florida Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Florida Department of Revenue at http://dor.myflorida.com/dor.

Company Name:

The name shall contain, without abbreviation, the words " Limited Liability Company ", " Limited Company" or the abbreviation "L.L.C.", "LLC", "Ltd. Co.", "LC" or "L.C."

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.

The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: "Bank," "Bancorp," "Mortgage" and "Loan". Further The name is not allowed to include words or phrases that could give the impression that the business is connected to a government agency or chartered under United States law.

Company names in Florida cannot be reserved.

Formation Document

The formation document required to file an LLC in Florida is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, principal office, mailing address, name and address of the registered agent, names and addresses of the managers or members.

Professional LLC's

Florida law does allow for the formation of Professional LLC's (PLLC's).

Members/Managers

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Florida is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

Operating Agreement

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

Annual Requirements

All Florida LLC's will be required to file an Annual Report yearly to maintain “active” status. The first report is due in the year following formation. The report must be filed electronically online between January 1st and May 1st. The annual report must include the company name, date of formation, tax ID number, principal office address, mailing address, name and address of the registered agent and name and address of the managers and/or members. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

Assumed Name DBA

Corporations can register an Assumed Name (DBA) with the Department of State Division of Corporations by filing an Application for Registration of Fictitious Name. Inc.

Note: Proof of filing must be advertised at least once in a newspaper as defined in chapter 50, Florida Statutes, in the county where the principal place of business is located.

Dissolution

The LLC Law provides a procedure for voluntarily dissolving a domestic LLC by filing Articles of Dissolution pursuant to Section 608 of the Florida Statute with the Florida Department of State. In order to file all outstanding annual reports must be filed along with the associated filing fees.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Florida Department of Revenue at http://dor.myflorida.com/dor.

Company Name:

The name shall contain the word "corporation" or "incorporated" or an abbreviation of one of such words, "Inc." or "Corp.". The name cannot contain the words "Company" or "Co."

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.

The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: "Bank," "Bancorp," "Mortgage" and "Loan". Further The name is not allowed to include words or phrases that could give the impression that the business is connected to a government agency or chartered under United States law.

Company names in Florida cannot be reserved.

Formation Document

The formation document required to file a Not-For-Profit corporation in Florida is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, specific purpose, principal office address, mailing address, name and address of the registered agent, and the name and address of the initial officers and/or directors.

Directors/Officers

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Florida is 3. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

Bylaws

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements

All Florida NFP corporations will be required to file an Annual Report yearly to maintain “active” status. The first report is due in the year following formation. The report must be filed electronically online between January 1st and May 1st. The annual report must include the company name, date of formation, tax ID number, principal office address, mailing address, name and address of the registered agent and name and address of the officers and/or directors. Failure to file the annual report may result in the company becoming inactive.

Assumed Name DBA

NFP Corporations can register an Assumed Name (DBA) with the Department of State Division of Corporations by filing an Application for Registration of Fictitious Name. A fictitious name may not contain the words “Corporation” or “Incorporated,” or the abbreviations “Corp.” or “Inc.

Note: Proof of filing must be advertised at least once in a newspaper as defined in chapter 50, Florida Statutes, in the county where the principal place of business is located.

Dissolution

NFP Corporations can register an Assumed Name (DBA) with the Department of State Division of Corporations by filing an Application for Registration of Fictitious Name. A fictitious name may not contain the words “Corporation” or “Incorporated,” or the abbreviations “Corp.” or “Inc.

Note: Proof of filing must be advertised at least once in a newspaper as defined in chapter 50, Florida Statutes, in the county where the principal place of business is located. The Business Corporation Law provides a procedure for voluntarily dissolving a domestic NFP corporation by filing Articles of Dissolution pursuant to Section 617 of the Florida Statute with the Florida Department of State. In order to file all outstanding annual reports must be filed along with the associated filing fees.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Florida Department of Revenue at http://dor.myflorida.com/dor.