OUR BLOG

23
Oct
Requirements to register and create a Florida entity

A. FLORIDA

Deciding a company name. The first step to create a company is to determine the availability of a name; if any name is very similar to yours, you may have to choose a new name.

Filing. The filing of by-laws/operating agreement is not mandatory but strongly recommended in the case of a disagreement between the shareholders/members.  Your operating agreement is the blueprint for your company. It should address the following issues:

  • How the company will be managed and by whom
  • How important decisions are to be made
  • How profits are to be distributed among the owners
  • The responsibilities and authority of managers of the company
  • The membership information, including who is a member, what that person contributed, and what membership interest she has been assigned.

Every company needs to have a records kit, all the crucial company documents and information are stored and remain accessible to all interested parties.

Registered Agent. All companies in Florida, whether they are corporations or LLCs, are required to designate and maintain a Florida registered agent. Failing to do so can result in civil sanctions such as fines or dissolution of incorporation. This person or business entity acts as the company’s representative for receiving Service of Process of important documents, such as legal documents, notices from state agencies, and tax documents from the IRS. Your registered agent is the only person authorized by the State of Florida to receive these documents. They must have a Florida address. Your LLC needs a registered agent in its home state (its domicile) an every other state in which it transacts business.

Register Agent may be Gianese-Pittman, P.A.

Your company doesn’t need to reside in the same state as you – it should reside wherever its headquarters is going to be. In the case of a company doesn’t have a headquarters (like a purely internet-based company), it should reside wherever the tax law are most favorable.

DBA. Also referred to as a fictitious firm name, trade name, or assumed name, a DBA (short for “doing business as”) is a name that is secondary to the name your company uses to identify itself in its articles of organization. The DBA gives your company an authorization to transact business under that name, including opening a bank account. Having a DBA does not change the name of the business; rather it creates a secondary name under which the business is permitted to operate.

A business can register an unlimited number of DBAs. Having multiple DBAs can be useful if you’re looking to operate certain segments of your business or market certain products under distinct business name while keeping everything under the same Company.

Trademark search. When a company wants to protect its name from being used by other companies in similar industries, it obtains a state or federal trademark. A state trademark gives the trademark holder exclusive rights to use the name in that particular state. A federal trademark filed at the U.S. Patent and Trademark Office, gives exclusive rights to use the name throughout the entire United States.

The business licenses. Most states require that all businesses apply for a standard business license. If your business is located within city limits, you need to obtain a license from the city; if it falls outside city limits, you must obtain your license from the county.

Apply for a sales and use tax permit. To collect sales tax on the products you sell to your customers, you need a sales and use tax permit. The difference between sales tax and use tax : sales tax is imposed on all retailers (anyone who sells tangible goods – not services – in the state), while use tax is imposed on you when you purchase something from a out-of-state vendor and use, consume, or store the item in your state.

State issued licenses. In addition to the basic licenses required for most businesses, you may be required to file for other licenses, depending on your state. Here are a few that you may be required to apply for:

  • Licenses based on type of product sold: most states require you to obtain a license if you sell certain products, such as liquor, tobacco, lottery tickets, gasoline, and firearms.
  • Professional/occupational licenses:  if you will offer services in a specialized area that requires certain skills or training, you and each of your employees performing that service are required to obtain a specific license before opening-up shop : medical care, auto repair, real estate sales, contractors, cosmetology, tax services, legal representation/attorney…

Locally issued permits. Some licenses aren’t regulated by the state but instead are issued by local government, such as your city or your county:

  • Fire departments permits
  • Health department permits
  • Property use permits
  • Building permits
  • Zoning permit
  • Home occupation permit
  • Use and occupancy permit

B. ADDITIONAL FEDERAL REGULATIONS

1. Federal issued licenses. If you are in a heavily regulated industry, then a federal license in your area of expertise may be required:

  • Selling securities or providing investment advice
  • Interstate trucking or any other of interstate transportation
  • Preparing meat products or other foodstuffs
  • Manufacturing tobacco, alcohol or firearms or selling firearms
  • Radio or television broadcasting
  • Manufacturing, testing and/or selling drugs

2. Employment Identification Number(EIN):  To register and create an entity, there is no requirement at the federal level. But all businesses must obtain an employer identification number (EIN, also called a tax identification number or tax ID) from the Internal Revenue Service. The IRS uses this number to identify your LLC when the LLC pays its taxes. Obtaining credit, paying taxes, and even opening a company bank account are virtually impossible without tax identification number.

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