Those looking to form a business in Florida, or those seeking authority to transact business in this state, will have the capacity to file for the following entities with the Florida Department of State in accordance to Title XXXVI; Corporations, LLCs, GPs, LPs, LLPs,LLLPs. For some domestic entities, online filing has been made available and should be taken advantage of as it greatly streamlines the registration process. Otherwise, for all foreign entities and some domestic it will be necessary to download a PDF file of the necessary filing form and mail/courier it to the Department of State with the appropriate filing fee. Each filing has a different accompanying fee which will need to be paid for either online using a credit card or by check made payable to the Florida Department of State. The below page should serve as a general guide to all the functions and filings we’ve described in our many tutorials.
Start an Entity
Search for a Name
A Florida Business Name Search can be useful to research the document number of an entity in order to obtain a Certificate of Status, or to research the availability of the desired name upon filing. It is required by Florida State Law that all businesses be represented by a unique name and therefore we always recommend that, before registering, filers employ the use of the business entity search in order to ensure that their filing won’t be rejected on the grounds of an inauthentic designation for their business.
How to Register in Florida
Step 1 – The first step in forming a business entity is the designation of a name under which the business shall operate. When choosing a name, often a company will need to add the entity type at the end (i.e. “Limited Liability Company”, “LLC”,”L.L.C.”). To file under a name pursuant to the State Statutes, perform a Business Entity Search to ensure that it’s unique within the Florida. Name reservations are not available in Florida.
Step 2 – You will now have to discern what category of entity your business will fall under. If you represent a pre-existing company that would like to transact business in Florida, you’d be considered foreign, while those wishing to form a brand new business would be considered domestic. A full list of all entity types is shown below; click on the applicable link to find out more on the exact steps needed to register.
- Domestic Profit Corporation
- Domestic Non Profit Corporation
- Foreign Profit Corporation
- Foreign Non Profit Corporation
- General Partnership
- Domestic Limited Partnership
- Foreign Limited Partnership
- Domestic Limited Liability Partnership
- Foreign Limited Liability Partnership
- Domestic Limited Liability Limited Partnership
- Foreign Limited Liability Limited Partnership
Step 3 – After completing the necessary forms, foreign entities will be required to supply and attach a certificate of good standing or similar documentation which has been approved by the Secretary of State or like authority in the jurisdiction of original formation. Those filing online will have had to have mailed this form within 90 days of filing in order to be considered eligible. This step can be skipped by domestic entities.
Step 4- Once the forms are complete and all certification has been assembled, you will be required to pay the filing fee (listed below). If filing online, you will need to pay this fee using a credit card on the Department of State website. In the case that you’ve decided to, or been required to, use paper filing, a check made out to the Florida Department of State covering the full fee (including the registered agent appointment fee) will need to be attached to all other forms before being sent to one of the below addresses:
Department of State: Division of Corporations
Corporate Filings, P.O. Box 6327
Tallahassee, FL 32314
Department of State: Division of Corporations
Clifton Building, 2661 Executive Center Circle
Tallahassee, FL 32301
These fees include registered agent designation fees
- All corporations-$70
- All LLCs-$125
Name Reservations, although usually available in most States, at this time do not exist in Florida. This function is usually performed by entities wishing to secure the rights to a particular business name as they prepare for registration. As this is not available in Florida, names are given on a first come, first serve basis and will be designated to a business upon filing for it’s creation or registration with the state. We recommend doing a Business Entity Search to ensure that the name you’d like to operate under has not already been taken.
Certificate of Status
A Certificate of Status, often referred to as a certificate of good standing, is accessible online through a PDF download or can be requested upon initial filing with the State (usually costing around $8.75). This certificate is often used to qualify for loans or renew business licenses as it serves as proof of compliance with Florida State law. Furthermore, if you plan on expanding your business to a foreign jurisdiction, it is quite possible (if not probable) that the Secretary of State or like authority of the new state/country will demand a Certificate of Status upon registration.
Each entity type has a operating agreement of sorts which should be filed with the business’s managing members in order to establish the relationship between members, and between members and the business. This document will contain any provision pertaining to the government and management of the entity in question and will provide a clear representation of the rights and responsibilities of each managing member. Each link below contains a description of the agreement type and a downloadable template in both PDF and MS Word formatting.
Employer Identification Number
After the completion of filing, businesses will be required to apply for an EIN with Internal Revenue Services to be legally identifiable for tax reporting purposes. Companies without an EIN will be unable to perform any financial transactions under the entity name and will find it impossible to operate legally with the use of employees. A tutorial on how to apply can be found here on our site as well as the links for the online application and the PDF Application (SS-4).