By Frank N. Lago, Esq. and Aaron LeClair*
Step 1. Determine your Business Entity. There’s a ton of information on the internet regarding whether you should be a corporation or a limited liability company. We’re not going to cover that topic in this post as the considerations are too lengthy to enumerate in this article. Nonetheless, this blog will help you whether or not you decide on becoming a corporation or limited liability company.
Step 2. Create the Business Entity. The creation of an LLC in Florida is covered in Fla. Stat. Section 605, known as the Florida Revised Limited Liability Company Act. To form an LLC, the requirements are spelled out in Fla. Stat. Section 605.0201.
The Articles of Organization must include the words “limited liability company” or the abbreviation “L.L.C.” or “LLC.” The name must also be distinguishable from other names already registered with the Florida Division of Corporations. You can look up which names are already registered on their website. If a name you want is already taken, yours will need to be distinctly different.
The following is a list of things that do not make something distinct:
1) a suffix, for example if “The Clean Company LLC.” already exists you cannot register the name “The Cleaning Company LLC.;”
2) a definite or indefinite article, for example if “Clean Company
LLC.” already exists you cannot register the name “The Clean Company LLC.” or “A Clean Company LLC.;”
3) the word “and” or the symbol “&;”
4) the singular, plural, or possessive form of a word, for example “The Clean Company LLC.” is registered then you cannot register “The Clean’s Company LLC.;” and
5) you cannot add a punctuation mark or a symbol to distinguish the name either, for example if the company is named “The Clean Company LLC.” then you cannot register the name “The Clean Company! LLC.”
Whatever the name you ultimately land on it cannot state or imply association with a government agency or another corporation or entity, for example “The Clean Company LLC.” may not be registered as “The Florida Department of Cleaning LLC.” or “Wal-Mart Cleaning LLC.” The requirements are enumerated in Fla. Stat. Sec. 605.0112 Sec. (1).
You will also need to put the street and mailing addresses of your corporation’s principal office on the application.
Finally, you will need the name and street address in Florida of your registered agent, as well as their written acceptance of being the registered agent of the corporation. A registered agent who is an individual must reside the state of Florida. If the registered agent is a corporation then it must be authorized to transact business or conduct its business in the state of Florida. Registered agent is covered in Fla. Stat. Sec. 605.0113 Sec. (1)(b). All parts of the Articles of Organization are covered in Fla. Stat. Sec. 605.0201 Sec. (2).
You will need an authorized representative to file the Articles of Organization. The authorized representative is anyone authorized by a prospective member of the LLC to file the Articles of Organization. The fee for filing an original Articles of Organization is $100. Fla. Stat. Sec. 605.0213 Sec. (2).
Step 3. Get an EIN. An Employee Identification Number is also needed from the IRS. How to do so is explained here. The purpose of which is for the IRS to administer taxes. An EIN may not always be needed by federal law for some types of businesses. But one is usually needed to open something like a business account with a bank.
For fax you will send it to: (855) 641-6935.
For mail you will need to send it to:
Internal Revenue Service Attn:
EIN Operation Cincinnati, OH 45999
Step 4. Local Government Business Licenses:
In unincorporated areas there is no requirement for an occupational license or a business tax certificate.
Cities and municipalities though have individual requirements and Local Business tax. You will need to look them up here.
Business licenses for Hillsborough County:
Any business physically in or engaging in business within the county is required to receive a Local Business Tax, formally known as an Occupational License. Those that are exempted are listed here.
Business license for Tampa:
For Tampa you will need to fill out this application. You will also need a license from Hillsborough county.
Business license for St. Petersburg:
If your business is located within St. Petersburg you will need a Business Tax Receipt Certificate. A walkthrough for how to get that is here. As well as convenient forms. You will also need to contact the Pinellas County Appraiser’s office.
Business license for Clearwater:
Businesses located within St. Petersburg, and those wishing to transact business within city limits must obtain their Business Tax Receipt Certificate, confirm their business is within city limits, will need a registered name, a corporation filing with the state if you are a corporation, and special licenses if you are either a contractor or work in a food service. As with St. Petersburg, you will need to contact the Pinellas County Appraisers Office.
Step 5: Secure a Florida Department of Revenue Number: To run a business in Florida you will have to register with the Florida Department of Revenue. Depending on your type of entity you will need different information in order to register. This chart shows what’s needed. Though in all cases you will need a name for the entity, owner or office’s name, owner’s address and telephone number, your business’s physical address and a signature from the owner or officer. This is all for setting up taxes with the state government
All municipalities previously mentioned have their own unique regulations and permit requirements. The most common permits needed are alarm, building, health, occupational, signage and zoning permits. The state themselves regulates a myriad of businesses. There is a list here for which occupations are regulated by the Florida Department of Business & Professional Regulation.
*Aaron LeClair, 2L Washington and Lee University School of Law. Aaron is a student at Washington and Lee University School of Law, studying Law, with an emphasis in business and tax law.