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FLORIDA GUIDE

Corporations & LLCs formed in 1-2 Business Days upon receipt of signed documents

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Guide

Florida Guide - Edited Draft

 

Florida Company Formation Guide.

  1.  Florida LLC
  2.  Florida Corporation

 

  1. Florida LLC

LLC is the most common entity type used in Florida.There were 197, 286 formed in Florida in 2014. This was the all time record.

  1. Processing Time and Order Process:

It takes 1-3 Business days to complete the formation of the LLC.

When we receive your order, we will first review your information. The name is checked in the State of Florida to see if anyone else is using it. Your Articles of Organization are then emailed to you for your signature. After we receive your signed documents, we then file the Articles of Organization with the State of Florida. When your Articles of Organization are filed, the processing time begins then for the State. 

Your LLC will be effective the same business day that it is filed. After the Articles of Organization are filed, we get a document number, generally the same day. An example of a document number is L14000198153.  After the document number is received, the completed Articles of Organization are posted online. At this point the LLC is formed.

B. Obtaining a Federal Tax ID Number (EIN):

The Federal Tax ID Number (EIN) is a nine digit number that is essentially a social security number for your business.

Superbiz can obtain your Federal Tax ID Number (EIN) for you.  Once we have obtained the Federal ID, we will prepare and email you IRS Form SS-4 for your signature.  Utilizing our service can be of great benefit when obtaining the Federal ID because many people make mistakes on the SS-4, and consequently their LLC is then not categorized correctly for tax purposes with the IRS. This can complicate later tax filings and can be a hassle to resolve.  It is best to do it right the first time.

The obtainment of the Federal Tax ID Number (EIN) normally takes one day for US Residents. For non-US Residents, it takes approximately 4-6 Business days. We have to fax the application to the IRS and wait for their response.

After your LLC is formed, you will receive an email from us with a copy of your Articles of Organization, state website printout, and your Federal Tax ID (EIN) (if an EIN was ordered). At this point your order is complete and your LLC is formed.  If additional items were ordered such as the LLC Kit & Seal, these will be shipped to you by Fedex.

Once the LLC is completed, the next step is to open a business bank account.  You may also need a business tax license from the city where your business is located. You can contact your city hall to see if this is required.

C. LLC Taxation

One of the great aspects of the LLC is that you have a lot of flexibility as far as the manner in which the LLC is taxed.

  1. Single Member (Owner) LLC is normally taxed as a Disregarded Entity.  This means that the individual who owns the LLC files a Schedule C on their IRS Form 1040. This is an income statement for the business.  In this scenario, the owner is taxed in a manner that is the same as a Sole Proprietorship.  The advantage of the Single Member LLC over a Sole Proprietorship is that the owner limits their personal liability. The other advantage is that the LLC has more credibility than a Sole Proprietorship.
  2. Multi Member LLC is has two or more owners. The default tax classification for an LLC is to be taxed as a Partnership.  When an LLC is taxed as a Partnership, the LLC files IRS Form 1065.
  3. LLC Taxed as a Corporation. One of the benefits of the LLC is that it can be taxed as a C-Corporation or an S-Corporation.  This can be done by filing IRS Form 8832 to reclassify it as a Corporation for tax purposes. If the LLC then wants to be an S-Corporation, the LLC will need to file IRS Form 2553 within 75 days of the date of formation of the LLC. The S-Corp election can also be done each new calendar year by filing IRS Form 2553 within the first 75 days of the date of formation.

For people forming a new company that can not decide between the LLC or Corporation, the LLC can be a good choice because you can elect to be taxed as a Corporation at a later date.

D. Filling out the Order Form:

  1. Name of the LLC  -  Must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC”. 

Input the name in that you want. We will check in the state database of names to see if it is being used and if it will be accepted by the State of Florida. If the name is not available, we will contact you for another name. We can also help you modify a name so that it will be approved. If the name you absolutely have to have is taken, we can also look into the option of registering a Fictitious Name under the LLC name. By registering a Fictitious Name, we can get any name approved.

If you want to see if people are using the name in other states, a google search can help to see if there any big companies using the name. If there are, it might be wise to pick another name.  Also checking the US Patent and Trademark office website at uspto.gov, is a way to see if there is a live trademark in the same category as your business.

2. Principal Address and Mailing Address of the LLC - A home address can be used; you can in fact list an address anywhere in the United States. International addresses are allowed and are common as well. 

We can list two addresses on the Articles of Organization:  We can list a principal address which must be a street address; we can also list a mailing address such as a P.O. Box. or alternate address.

3. Purpose of the LLC - This box can be left blank, and if it is left blank, then the LLC will be organized for any lawful purpose.  It is best to input a brief purpose so that we know what the company does. Also if we are going to obtain the Federal ID, we need a brief purpose to list with the IRS.

E. LLC Management Structure - Will the LLC be Member Managed or Manager Managed?

  1. Member Managed - If all the members of LLC will manage the LLC, this is a member managed LLC. The title for these members is Authorized Member (AMBR). The title Authorized Member (AMBR) is the title used on the Articles of Organization. 
  2. Manager Managed - If all of the members of a limited liability company will not have authority to manage or act on behalf of the business entity, then the limited liability company will be manager-managed. In a manager-managed limited liability company, the members elect those individuals, which will have the authority to manage or act on behalf of the company. Those individuals will serve in the capacity of a Manager (MGR). A Manager (MGR) may or may not be a member of the limited liability company.

You cannot have Authorized Members and Managers.  People sometimes confuse the legal title Manager with a manager of a store for example. A Manager of an LLC is someone who is similar to President or Vice President of the company and has power to bind the company, access or open bank accounts and run the business. The exact power that a Manager has would be determined by the Operating Agreement and Florida Statutes. The new LLC statutes are Chapter 605. The old statutes are Chapter 608.

3. Members/Managers - At least one Authorized Member or one Manager is needed for us to file the Articles of Organization.  There is room for up to five Members or Managers. If you have more people involved, you can contact us after we receive the order and we can add them to the Articles of Organization.

F. Florida LLC Fees and Services -

  1. Florida LLC Package is $245 and is required for Superbiz to form your new LLC. The Florida LLC package includes the following:
  • Preparation and Filing of the Articles of Organization
  • Florida Name Availability Check
  • Free Same Business Day Filing - This is upon receipt of your signed Articles of Organization.
  • Electronic LLC Kit - The Electronic LLC Kit includes access to a Member Managed or Manager Managed Operating Agreement,  LLC Minutes and Resolutions, Ownership Transfer Ledger, and Electronic LLC Member Certificates.

Additional Products and Services:

2. Obtain Federal Tax ID (EIN) - Superbiz will obtain the Federal Tax ID (EIN) on your behalf. Many people makes mistakes when obtaining the Federal ID and it can be a complicated hassle to resolve with the IRS. Let us do it right the first time. Our fee is only $35.

3. Prepare Sales and Use Tax Registration - If you sell goods or service that are taxable,  then you need to be charging sales tax and remitting it to the Department of Revenue.  If your business has employees - not independent contractors, but employees, then you need to register with the Department of Revenue in order to pay unemployment tax.  Superbiz will prepare the appropriate form so that you can sign it and send it to the Department of Revenue. The price is $35.

4. Kits and Seals

  • Deluxe LLC Kit & Seal includes a printed Operating Agreement, LLC Minutes,  Transfer Ledger, LLC Certificates, LLC Embossing Seal, and a Binder and Slipcase with custom name plate. Superbiz makes the kit in-house.  The price is $65.

 

  • Deluxe LLC Embossing - This embossing seal has the name of your LLC and the  state and year of formation. The price is $32.

 

5. Registered Agent Service - Every LLC needs to have a Registered Agent and Registered  Office. The registered agent and office must be located at a street address in Florida and cannot be P.O. Box or a Maildrop. Superbiz Registered Agent, Inc. provides this service to many companies in Florida. The legal purpose of the Registered Agent is to have an address where legal correspondence can be sent, such as Service of Process, Subpoenas or Certified Mail. The price is only $95 for the first year.

 

II. Florida Corporation

There were 102,412 formed in Florida in 2014.

  1. Processing Time and Order Process:

It takes 1-3 Business days to complete the formation of the Corporation.

When we receive your order, we review your information. The name is checked in the State of Florida to see if anyone else is using it.  Your Articles of Incorporation are then emailed to you for your signature. After we receive your signed documents, we then file the Articles of Incorporation with the State of Florida. When your Articles of Incorporation are filed, the processing time begins then for the State. 

Your Corporation will be effective the same business day that it is filed. After the Articles of Incorporation are filed, we get a document number generally the same day. An example of a document number is P14000198153.  After the document number is received, the completed Articles of Incorporation are posted online. At this point the Corporation is incorporated.

B. Obtaining a Federal Tax ID Number (EIN):

The Federal Tax ID Number (EIN) is a nine digit number. It is essentially a social security number for your business.

Superbiz can obtain your Federal Tax ID Number (EIN).  If we obtain the Federal ID, we will prepare and email you IRS Form SS-4 for your signature.  Utilizing our service can be of great benefit when obtaining the Federal ID because many people make mistakes on the SS-4, and their Corporation is then not categorized correctly for tax purposes with the IRS. This can complicate later tax filings and can be hassle to resolve.  It is best to do it right the first time.

The obtainment of the Federal Tax ID Number (EIN) normally takes one day for US Residents. For non US Residents, it takes approximately 4-6 Business days. We have to fax the application to the IRS and wait for their response.

After your Corporation is formed, you will receive an email from us with a copy of your Articles of Incorporation, state website printout, and your Federal Tax ID (EIN) (if the EIN was ordered). At this point your order is complete and your Corporation is incorporated.  If additional items were ordered such as the Corporation Kit & Seal, these will be shipped to you by Fedex.

Now that the Corporation is completed, the next step is to open a business bank account.  You may also need a business tax license from the city where your business is located. You can contact your city to see if this is required.

C. Corporation Taxation

C Corporation - New Corporations are classified for tax purposes as C Corporations. C Corporations file IRS form 1120. The tax return for a C Corporation is due every year on March 15th. C Corporations are subject to double taxation. Double taxation means that the C Corporation pays tax on its net income. The C Corporation also pays tax on dividends paid to shareholders.

S Corporation - The S Corporation is created by submitting IRS Form 2553 to the IRS within 75 days of the date of incorporation. The S Corporation avoids double taxation. The net income of an S Corporation is passed through to the owners of the S Corporation. The owners receive IRS Form K-1 which shows the income received from the S Corporation. The owner pays tax once on this income. Shareholders of an S-Corporation must be US Residents or US Citizens.

 

DISCLAIMER: The information contained in this site is provided for general information only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation. A1A Incorporation Services performs business formation services; it is not a law firm and does not provide legal advice or legal services. A1A Incorporation Services is a private corporation and is not affiliated with the Florida Department of State. View our full disclaimer. Copyright and disclaimer © 2000-2017, Superbiz Incorporation Services. For Order or Question Call 1-800-494-3124

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