Some business structures require that you file document with the Florida Department of State. Each of the business structures below require an annual registration as well as an annual fee of around $75.00 to $150.00.
If you chose to use a corporate structure, you will need to file Articles of Incorporation. Articles of Incorporation must include the following: the name of the corporation, including a corporate suffix (Corporation, Corp., Incorporated, Inc., Company, or Co.), the principal place of business, the mailing address of the corporation, the specific purpose for the corporation, the number of shares of stock that this corporation is authorized, the name and address in Florida for the registered agent, and the names and addresses of the incorporator (which is the person who prepares, signs and files the Articles of Incorporation). If there is more than one shareholder, we recommend you enter into a shareholder agreement in order to establish ownership interest and management, create boundaries for duties, and to create a mechanism for resolving disputes between the shareholders and winding down the business if needed.
For an LLC, you will need to file Articles of Organization. The Articles of Organization must contain the following: the name of the LLC, (which must contain the words limited liability company, L.L.C., or LLC), the mailing address for the business, the street address of the principal office, the name and address in Florida of the register agent, the name and address of each person authorized to manage and control the LLC, and the effective date of the LLC. While it is not currently required to include the name and address of each person authorized to manage and control the LLC, it is beneficial to include it as financial institutions generally require this information to be recorded with the Florida Department of State in order to open an account. It is also required for the Department of Financial Services to issue Workers’ Compensation. We recommend the owners enter into an operating agreement, which can be very similar to a shareholder’s agreement.
Do you need help figuring out which business structure is best for your business? Give us a call at 850-386-5777 and one of our attorneys will be happy to assist you!