Making a new corporation is one of the most common reasons for using Florida incorporation. A small business may prefer to file the documentation needed to incorporate a business directly with the state. There are also many companies that provide business formation services for a fee.

The most important factor in starting a corporation in Florida is choosing a specific business structure. Florida partnership law makes some important distinctions between a corporation and a Limited Liability Company (LLC). An LLC in Florida generally does not pay a business tax although the partners are liable for business debts.

Corporate law defines the way in which the following entities interact:

1. Shareholders that collectively invest in an incorporation in Florida. Shareholders may hold special privileges such electing a board of directors, proposing resolutions and sharing in the company’s income.

2. Directors that oversee the company’s activities. The activities of the board of directors are typically determined by the company’s bylaws. The board of directors and the shareholders are typically the same group of people in a small business.

3. Employees that provide expertise and perform labor for the company. Employees are also shareholders in many cases.

Action Steps
The best contacts and resources to help you get it done

Select the best structure for your Florida company incorporation

Your choice of business types can include corporations, full partnerships and limited partnerships. There are many sites that summarize business laws in Florida and you may also need an attorney to explain these laws to you.

I recommend: All Accounting Services in Hialeah offers a discussion on selecting a structure for a new business. Florida-Incorporation.com provides a comparison of the various business types specifically for business owners in Florida.

Use Florida incorporation services

There are many online services that can submit the required forms on your behalf in exchange for a fee. However, you will still need to comply with the disclosure, operating and reporting requirements.

I recommend: StateOfFlorida.com provides an online service to help you form a Florida business LLC. Florida Corporation Help offers document filing assistance for business owners wishing to incorporate in Florida.

Create a new business by forming an LLC in Florida

Each state has a department that is responsible for the formation of new businesses. You can complete these forms yourself and submit them directly to the correct government department.

I recommend: Florida Corporate provides many free resources to allow you to incorporate yourself without paying unnecessary fees. Florida Small Business Development Center Network offers free online business consulting services.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  You will need to select a name before you incorporate in Florida. Many online services provide a name search function to determine if a particular name has been used before. The required forms will also provide spaces for more than one business name in many cases. This increases the chances that an unused name can be found.

If you are looking to start or expand a business in Florida, or just need help solving a problem specific to this state or region, there are a wide range of resources — both government and private — available to help.

While many nationally focused resources offer helpful solutions, some issues are better addressed at the state or local level. Answers to licensing, zoning, sales tax, incorporation, economic development issues and a wide range of other matters often reside at the state level. Ironically, however, finding the right resources closer to home can often be even more difficult, as solutions live in many different places.

Cover your bases by seeking solutions in these places:

1. State government agencies, such as the commerce department, economic development office, secretary of state's office or other business-related state agencies.
2. State and local offices of federal agency programs, such as the U.S. Small Business Administration (SBA) office in your area.
3. Small business assistance programs offered through local universities and community colleges that are backed by state and federal resources. These include Small Business Development Centers (SBDCs) and SCORE offices.
4. Private, non-profit and special-interest industry and business organizations that provide a range of services, networking opportunities and even funding options for small businesses.

Action Steps
The best contacts and resources to help you get it done

Begin with the secretary of state's office

Florida's department of state offers information on business registration, taxes, how to select a location, industry reports and more.

I recommend: You can access the proper forms for filing a business at its Division of Corporations.

Tap into the Small Business Development Center for free consulting

The state of Florida's SBDC network pairs experienced business analysts with small business owners to assist with counseling, training and advice in all facets of management.

I recommend: A list of statewide SBDC sites can be found at Floridasbdc.com.

Read what small businesses need to know

Florida's statewide business magazine Florida Trend publishes several special publications devoted to small businesses: Florida Small Business Start-Up Guide, Business Florida, Florida Small Business and Doing Business in Florida. Each offers valuable reference guides and insight on launching a new business or expanding an existing one.

I recommend: You can view excerpts and order print copies at BusinessFlorida.com and Floridasmallbusiness.com.

Consult with the Small Business Administration for financial assistance

Florida's has SBA district offices in Jacksonville and Miami. They offer loan and assistance programs, outreach efforts and initiatives to aid small businesses.

I recommend: SBA's Florida page offers a list of financial and other SBA services.

Check out chambers of commerce for local support

If you've chosen a business site, or need more background on an area, the local chamber of commerce can provide firsthand insight into the community.

I recommend: Find a list of statewide chambers at Flchamber.com

Take advantage of Florida's tax structure

Florida has one of the nation's most business-friendly tax codes, ranking fourth on State Business Tax Climate Index. The state's department of revenue summarizes Florida's various tax laws and provides detailed brochures on a variety of tax-related subjects.

I recommend: Go to Myflorida.com to learn more about Florida's business taxes.

Research your potential workforce

Your business won't succeed without quality, trained workers.

I recommend: With the Florida Research and Economic Database (FRED) you can analyze the state's labor market and search for employees. You can report new hires as required by state law at Floridajobs.org.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  Many types of businesses require state, city or county licenses and permits. State offices listed above will spell out any specific requirements for your industry.
• •  Small Business Development Centers (SBDCs) are an often-overlooked but terrific place to obtain free or low-cost advice and information, including training seminars and technology resources that are nearby.
• •  Locally-based SBDC consultants can advise you individually on how to write a business plan, market your products and services, find financial resources and other valuable information.
• •  The regional SBA office can plug you into loan and assistance programs, seminars and other initiatives to aid small businesses.
• •  Linking up with a local SCORE counselor is a great way to learn from an experienced individual about state-specific solutions.

The key to making the most of Florida incorporation is selecting the best structure for your business. A corporation affects your ability to gain capital, controls the amount of debt you assume and determines your tax obligations. However, these advantages must be balanced against the additional taxes your business will incur.

You may prefer to create a partnership instead of Florida incorporations makes a partnership subject only to personal income tax, unlike a corporation. On the other hand, business partners may be held responsible for business debts.

There are several options for forming a company under Florida corporate law. These include:

1. A Florida business incorporation as a profit or non-profit corporation. An S corporation (S-corp) is taxed under Subchapter S of the Internal Revenue Code which generally does not include income taxes.

2. A Florida Limited Liability Corporation (LLC). This is a hybrid business entity that shares the characteristics of both a corporation and partnership. It pays incomes taxes and is more suitable for a small business with one owner.

3. A Florida limited partnership. This type of partnership has limited partners in addition to general partners.

Action Steps
The best contacts and resources to help you get it done

Determine the best corporation for your business needs when starting a corporation in Florida

The most important factors to consider are the personal liability obligations and tax implications. You should also familiarize yourself with the operating requirements and reporting regulations.

I recommend: FloridaSmallBusiness.com provides a summary of the legal structures that are available for businesses in Florida. ActiveFilings is based in Hollywood and describes the different business entities available in Florida.

Find an attorney that specializes in createing a Florida business LLC

Incorporating in Florida must comply with the disclosure, operating and reporting requirements. Florida corporation law specifies these requirements in detail.

I recommend: Pohl & Short is based in Winter Park and has a corporate law practice that serves all types of businesses in Florida. Kurzban Kurzban Weinger and Tetzeli is located in Miami and includes corporate law as a major practice area.

Register your corporation or partnership and form an LLC in Florida

You must file the registration forms and pay the associated fees as required in order to form an LLC. Florida law may require you to file Articles of Incorporation, depending on the type of corporation you decide to register.

I recommend: Florida Incorporators has online and printable order forms for creating a business in Florida and a list of frequently asked questions on incorporating. FloridaFilings is a business incorporation provider in Florida that provides extensive information on forming businesses.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  An LLC in Florida requires annual fees and filings to maintain your corporation. Corporations are automatically C-corps unless they specifically register as S-corps with the primary difference being the way they are taxed. One person may frequently hold more than one position in these corporations and many if not all shareholders are also directors in a small corporation.