One of the first steps in starting your business is determining what type of business structure to use. In Florida, you can choose to form a corporation, which offers liability protection for the shareholders, by filing articles of incorporation with the Florida Department of State Division of Corporations. You can obtain articles of incorporation forms from the division's website, or you can use an online legal documentation service to prepare and file your forms.
Naming Your Corporation
You must pick a name for your corporation before registering it. Florida requires that your corporation's name include an approved reference to your corporate status such as the word “incorporated” or the abbreviation “co.” Your corporation cannot have the same name as another Florida corporation, and you cannot reserve your name with the state before filing your articles of incorporation. You can, however, register a fictitious name, or “doing business as” name, with the state if your corporation wishes to operate under a different name than the one under which it is registered. Registering a fictitious name requires filing a form and paying a fee, but it does not give your corporation an exclusive right to use the name.
Articles of Incorporation
Before Florida will recognize your corporation, you must file articles of incorporation with the Division of Corporations. Your articles must include your corporation’s name, office address, purpose statement, number of shares, officers and directors, registered agent and incorporator. If you want your corporation to be effective on a date other than the date the division receives your paperwork, you can put that date in your articles. You must send the original and one copy, along with a check for your filing fee, to the Division of Corporations.
Your corporation needs an identification number for tax purposes, much like a person needs a Social Security number. You can obtain this employer identification number (EIN) using an online application on the IRS website or by filing Form SS-4 by fax or mail. There is no filing fee to obtain an EIN. Florida generally requires businesses that sell goods, certain services and commercial property to register with the Florida Department of Revenue to collect sales and use tax from taxable transactions. If your corporation has any employees, you must also register to pay re-employment tax (formerly called unemployment tax).
Most businesses must also obtain at least one business license from your city or county. For example, Miami-Dade County requires every business to obtain a certificate of use from the county, ensuring that your business is operating in an appropriately zoned area. You must also obtain a business tax receipt, formerly called an occupational license, from the county and from your city, if required. Each county and city has its own requirements, so you must contact your county and city offices to obtain these forms. Additionally, certain types of businesses require licenses specific to their industry. For example, electricians must obtain a special permit.