How to Register a Business in Florida

by Jennifer Kiesewetter in

silhouette of palm trees near body of water during sunset
TLDR

  • Florida currently has 2.5 million small businesses employing 3.4 million people or 41.6 percent of all private-sector employees.
  • When you register a business in Florida, you'll need to satisfy several requirements to successfully register your startup be in compliance.
  • Before you register your startup in Florida, you must first determine your startup's legal entity structure. Your chosen business entity determines the next steps in registering your startup.
  • In addition to choosing your startup's structure, you'll also have to select its name, making sure it’s distinguishable from any other business registered in Florida.
  • After you complete the above steps, it's time to submit your formation forms to Florida’s Division of Corporations. For new or converting entities, the state of Florida provides sample forms for your use or review.
  • Depending upon the chosen entity for your startup, you need to understand the annual filing requirements in addition to any owed state tax. For example, for registering your startup as a corporation, you must pay a $70 filing fee. If you register as a limited liability company, the filing fee is $125.
  • If you founded a startup in a state other than Florida, but you’d like to conduct business in Florida, you’ll have to register your business as a foreign LLC or a foreign corporation. Registering as a foreign entity authorizes you to conduct business in Florida.
  • If you operate your startup in Florida prior to receiving authorization to conduct business as a foreign business, you’ll be liable for any fees you should have paid had you applied as a foreign entity. Additionally, the state can levy additional civil penalties between $500 and $1,000 for each year you conduct business without authorization.

Introduction

Florida is home to beaches, oranges, and, of course, Walt Disney World. But it is also home to 2.5 million small businesses employing 3.4 million people or 41.6 percent of all private-sector employees. Florida’s small businesses contribute to 50 percent of the state’s economy while creating seventy-five percent of all jobs. With several large cities scattered throughout the state, including Tampa, Orlando, and Miami, Florida may be ideal for your startup.

As you determine where to locate your startup, this article will explore the in’s and out’s of registering it in Florida.

When Do You Need to Register a Business in Florida?

When you register your startup in Florida, you'll need to satisfy several requirements successfully and compliantly. Before registering, though, it’s a good idea to create a business plan, establishing a roadmap for moving forward. 

In drafting your business plan, you’ll want to consider your target buyer, go-to-market strategy, marketing and sales approaches, location, and ownership -- to name a few topics. You can check with the U.S. Small Business Administration (SBA) for guidance on how to create a business plan. The SBA can also provide assistance with market research and writing a competitive analysis for your startup. You can also find additional resources on what to know before starting your business on Florida’s Division of Corporations website.

Once you’ve identified some of the basics about your business’s operation, it is then time to register your startup. Below, we've broken these requirements into an easy step-by-step process.

Determine Your Business’s Entity Structure

Before you register your startup in Florida, you must first determine its legal entity structure. Your chosen business entity determines the next steps in registering your startup.

In Florida, you may choose to register as a:

  • Corporation
  • Limited Liability Company (LLC)
  • Partnership
  • General Partnership (GP)
  • Limited Partnership (LP)
  • Sole Proprietorship

To learn more about Florida’s permissible entity types, you can visit the Division of Corporations site, which gives you additional information on each of the above entity types as well as the registration rules applying to each. Additionally, you may want to visit with your accountant prior to choosing a business structure, so you are familiar with the tax advantages and disadvantages associated with each.

For example, "a sole proprietorship is the simplest and most common structure chosen to start a business.” When you have a sole proprietorship, it means that your startup is unincorporated, with no legal distinction between you as the founder and the startup itself. Although a sole proprietorship does not need to register in Florida as a new business, you must still register a fictitious name with the Division of Corporations for a non-refundable $50 filing fee.  

In Florida, a fictitious name is “[d]ifferent from your personal name, if doing business as a sole proprietor.”

A fictitious name is also commonly referred to as “doing business as” or a DBA. In addition to the fictitious name filing, you may also have other filing requirements depending upon your business type, such as a business license.

If you choose a corporation, limited liability company, or partnership structure for your startup, you must follow specific steps to register your it. For example, if you structure your startup as a for-profit corporation, you’ll need to file a Profits Articles of Incorporation online or by U.S. mail. For an LLC, you must file an Articles of Organization online or by U.S. Mail. For a partnership, you’ll file a registration for a general partnership, a limited partnership, or a limited liability partnership, also online or by U.S. mail.

Choose Your Business’s Name

In addition to choosing your startup's structure, you'll also have to choose its name. When picking a name for an LLC, corporation, or limited partnership, you’ll need to distinguish it from any other business names already registered in Florida. Additionally, you’ll need to follow Florida’s rules on naming a business, such as using proper designations such as “LLC” or “Limited Liability Company,” as applicable, in your startup’s name. You can check for available names by visiting Florida’s business entity name database.  

Suppose you’re not ready to register your startup in Florida, but you want to preserve your its name. In that case, you may reserve your business name for up to one hundred twenty (120) days by submitting a letter of to the Secretary of State requesting such reservation. If the name is available, you’ll pay a filing fee. The cost depends upon your business structure: LLC - $25, corporation - $35, and limited partnership - $52.50.

Identify Your Registered Agent

Next, you need to identify and obtain a registered agent. A registered agent is a person or entity that can accept public service of any court documents on behalf of your startup. If you designate an individual, that person should reside in the Florida. If you select an entity, then that business must be authorized to transact business in Florida. You can search for registered agents in Florida online.  You will need to list your chosen registered agent on your formation forms, discussed below.

Submit Your Formation Forms

Finally, after you complete the above steps, it's time to submit your formation forms to Florida’s Division of Corporations. For new or converting entities, the Florida provides sample forms for your use or review. For example, suppose you choose a limited liability company, a limited partnership, or corporate structure. In that case, you can use the state's official forms, or you may use your own documents, as long as it meets all the rules specified by law.

Let's look at a specific example. If you choose to register as an LLC in Florida, you will file an Articles of Organization with the Division of Corporations to create your startup. An authorized person must sign the Articles in your startup. You may file online or through the U.S. mail. 

In addition to your formation forms, you’ll also want to check to see if any additional forms are required at the city, county, or state level, such as one for a business license.

How Much Does It Cost to Register a Business in Florida?

Depending upon the chosen entity for your startup, you need to understand the annual filing requirements in addition to any owed state tax. For example, for registering a corporation, you must pay a $70 filing fee. If you register as a limited liability company, the filing fee is $125. You can check Florida’s Division of Corporations website for more information on filing fees.

Additionally, in Florida, franchise taxes are imposed on most businesses “conducting business, deriving income, or existing within Florida.” Businesses must file a franchise tax return with the State of Florida annually. To understand if and when you are subject to Florida’s franchise tax, you should consult with an experienced accountant.

How to Register a Business in Florida That Started in Another State

If you founded a startup in a state other than Florida, but you’d like to conduct business in Florida, you’ll have to register as a foreign LLC or a foreign corporation.  Registering as a foreign entity authorizes you to conduct business in Florida.

Let’s circle back to the meaning of a foreign entity. When you register an LLC, for example, your LLC is referred to as a domestic LLC in the state where you conduct business. However, when you want to conduct business in another state other than where you originally formed your business, your LLC is referred to as a "foreign LLC."

To register your startup as a foreign LLC in Florida, you’ll complete and file an Application by a Foreign Limited Liability Company for Authorization to Transact Business in Florida, along with a filing fee of $125. Suppose you would like to register as a foreign corporation. In that case, you’ll file a similarly named form — Application by a Foreign Corporation for Authorization to Transact Business — along with a filing fee of $70.

If you operate your startup in Florida prior to receiving authorization to conduct business as a foreign business, you will be liable for the fees you should have paid had you applied as a foreign entity. Additionally, the state can levy an additional civil penalties between $500 and $1,000 for each year you conduct business without authorization.

Benefits of Registering a Business in Florida

Registering a company in Florida offers the following benefits:

  • Florida is known for its low tax burden, with no personal income tax. Further, corporations enjoy low taxes as well, especially compared to other states.
  • Florida boasts the fourth-largest economy in the U.S.
  • Florida is a friendly environment for businesses, where startups can benefit from various  grants, loans, and tax incentives.
  • Florida recently was recognized as the “second-best business climate,” behind Texas.
  • Florida also enjoys a competitive labor market, with several large cities and multiple universities within its borders.
  • With the temperate climate, Florida is visited by millions each year, giving startups additional exposure.

Limitations of Registering a Business in Florida

Here are some limitations of registering your startup in Florida:

  • To conduct business in Florida, you can’t just register as a startup and call it a day. You must have a significant presence in the state to take advantage of all of Florida’s benefits.
  • Even though Florida does bring in millions of visitors yearly, many businesses in Florida only enjoy a seasonal business, making off-season months a bit tight financially.
  • Florida’s cost of living is higher than the U.S. average but more affordable than other major business hubs in the country.

We can help!

At AbstractOps, we help early-stage founders streamline and automate regulatory and legal ops, HR, and finance so you can focus on what matters most—your business.

If you're looking for help registering your startup in Florida, we can get your documentation ready, overall shepherding this process to ensure it's done right. Sign up for early access to get started.

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