Forming a Corporation or Limited Liability Company (LLC) in FLORIDA

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We've compiled for you here material commonly associated with incorporating or forming an LLC in Florida. While we strive to maintain correct and current information, we cannot guarantee its accuracy and strongly recommend you verify all considerations and consult with a qualified professional before incorporating or forming an LLC.

Business owners interested in maximum limited liability protection for their business should consider a Florida corporation or LLC. Leading the nation in the number of new business formations, Florida has become one of the most popular “business-friendly” states. Florida offers corporations and LLC’s a stable tax structure and excellent incentives and is known to have a pro-business and pro-technology climate. According to the 2006 census, Florida ranks 4th among all states in population, labor force, and the number of business establishments.

As of this writing, the Florida Division of Corporations’ online information, research, and electronic processing service center tells us Florida is now home to over 880,000 profit corporations and over 390,000 Limited Liability Companies (LLC’s). The growing popularity of LLC’s is highlighted by the fact that 130,251 Florida LLC’s were organized in 2006 -more than 5 times the number organized just 5 years earlier.

Business Structure

• One or more incorporators can form a Florida corporation.
• Corporate shareholders/directors/officers and LLC members/managers need not be Florida residents.
• A Florida corporation can have one or more directors and all offices can be held by one person.
• One person can be the sole director as well as hold all of the offices of a Florida corporation.
• One person can be the sole member and/or manager of a Florida LLC.
• One or more incorporators can form a Florida corporation.

Location

• Shareholders, directors and officers of corporations do not have to be residents of Florida, nor do members and managers of LLC’s.
• A Florida corporation’s main office need not be located in the state and the corporation is not required to maintain offices in Florida.
• The company does not have to maintain a bank account in Florida.
• Corporate records do not have to be kept in Florida.

Costs & Taxes

• Florida is one of the top 10 states having the most favorable tax climate for businesses.
• Florida is one of the least expensive states in which to form a corporation or an LLC.
• No minimum capital is required to incorporate in Florida.
• Florida’s annual charges for corporations are among the lowest.
• At the time of posting this article, Florida has a 5.5% corporate tax on federal taxable income exceeding $5,000 which does not apply to S Corporations & LLC’s.
• There is no personal income tax – guaranteed by Florida’s constitution.
• Florida has no state inheritance tax on shares owned by non-residents.
• Florida has no taxes on stock transfers.
• There is no franchise tax in Florida.
• Florida has no sales tax, no state property taxes, and does not tax business inventories.
• Florida offers a number of sales and use tax exemptions.

Privacy

• Owners, directors and officers of Florida corporations enjoy unique privacy.
• The names of Florida corporation shareholders are not part of any public record. •
• Names and addresses of initial directors of a Florida corporation are listed in the articles of incorporation.
• Stock can be transferred privately and without notice.
• Requirements for reporting and disclosure are minimal.

Foreign Qualification

If you are considering forming your corporation or LLC in Florida but you will not operate there, your company must foreign qualify in each of the other states in which you will be doing business, and your company must have a registered agent in your state of formation as well as each of the states in which you foreign qualify.

IMPORTANT: MaxFilings always advises you to consult with a professional who is familiar with all current laws and regulations that are applicable in your jurisdiction. And always seek the advice of a qualified “accountant”, “tax advisor” or “financial planner” when addressing tax issues. They are not only very complex but they are also subject to interpretation.