INCORPORATE IN FLORIDA
Entrepreneurs seeking to incorporate in Florida have several options that get the job done but can get narrowed down into two categories—lawyer agencies and non-lawyer agencies. The issue of incorporating in Florida with non-lawyer agencies is that you are organizing a legal entity, and those services can’t give you the legal advice that you will eventually need (preferably sooner than later) to avoid losses, save you money now and in the long-run, and put you in an advantageous position to protect yourself, your business, and your assets.
HOW TO INCORPORATE IN FLORIDA
There are several options available for entrepreneurs researching how to incorporate in Florida, but not all are equal in value and benefits or advice:
INCORPORATE A BUSINESS IN FLORIDA
C-Corporations are the standard corporations—providing you with limited liability, asset protection, business tax deductions, and privacy among other business and legal advantages. A primary factor that may deter small business owners from starting a C-Corporation is its requirement of having to file both a personal and business income tax return. Double taxation is a disadvantage for many—but it ultimately depends on the multiple factors surrounding your business. When choosing a C-Corporation to incorporate a business in Florida, another point to consider are the higher maintenance costs due to annual state reports and fees. Give us a call for a free consultation if you’re on the fence about whether or not to start a C-Corporation and our lawyers will point you in the right direction.
An IC-DISC stands for an Interest Charge-Domestic International Sales Corporation. This type of corporation is entitled to tax advantages for businesses that involve U.S. manufacturing of goods for export. Even though an IC-DISC pays no U.S. income taxes, it still has to file an annual U.S. income tax return. The permanent tax savings for U.S. exporters and their shareholders can be as high as 20 percent. Please note that you do need legal advice regarding the process of forming an IC-DISC—including the preparation of by-laws and corporate books and records.
An attractive form of doing business is starting an S-Corporation to incorporate in Florida—mixing the legal and business advantages of a C-Corporation with the benefit of being taxed solely once on the owner’s individual income tax return, like a partnership. Pass-through tax treatment means the profits and losses of the Corporation flow directly to the owners, letting an S-Corporation avoid the double taxation of a C-Corporation. For other purposes, such as business tax deductions, liability and asset protection, the S-Corporation functions similarly to a C-Corporation.
Forming a Non-Profit to incorporate in Florida will result in a corporate entity that has no equity owners that hold shares of stock. Also, the Corporate income is not distributable to any of its members, directors, or officers. Don’t let this fool you though; a non-profit can still be a profitable option. We recommend that you also apply for a 501-C3 tax exemption; unique tax deductions and the ability to receive grants and loans for your organization towards labor and equipment costs.
As the name suggests, an LLC gives the owners (known as members) liability protection against claims and creditors. If the LLC has one member, it may be taxed only once on the individual member’s income tax return (like an S-Corp or Sole Proprietorship); if the LLC has multiple members, it may be subject to double taxation (like a C-Corporation). An LLC is a very versatile entity to do business with, and utilizing the proper strategy and structure can provide you with exceptional asset protection.
Licensed professionals seeking to render their services to the public can incorporate in Florida with a Professional Service Corporation—including doctors, accountants, architects, social workers, massage therapists, dieticians, interior designers, and personal trainers, to name a few. Owning shares of stock in a professional service corporation may only be possible for a licensed professional; clerks, bookkeepers, secretaries, technicians, and other assistants who aren’t licensed and are not rendering professional services may not be eligible. Tax benefits are a primary reason for starting a professional service corporation; tax deductions for health and accident insurance can get realized by forming a professional service corporation, and it may also deduct up to 80% of the dividends.
WHY INCORPORATE IN FLORIDA
Entrepreneurs incorporate in Florida for several reasons, such as the State’s low filing fee. Many other States ask for a generous State filing fee to get started, among other requirements and limitations that Florida doesn’t have. Unlike some other States; incorporating in Florida doesn’t require a minimum amount of capital under your corporation, and won’t demand more than one director—making it easy to incorporate an S or C Corporation when you have limited resources and no one to include as a director of the corporation. Businesses that incorporate in Florida won’t cease to exist when the owner passes, making ownership easily transferrable to an heir or shareholder of the corporation. Also, a Florida Corporation may still get revived years after having been administratively dissolved, within a few days of applying for reinstatement and paying the state fees. A primary reason to Incorporate in Florida is its lack of State taxation, which other States like Georgia require on top of the federal income tax return.
COST TO INCORPORATE IN FLORIDA
When determining the cost to incorporate in Florida, we have to look beyond the initial filing of the corporation—and look at the long-term financial implications originating from your chosen method of incorporating and corporation type. Here are a few relevant factors to consider when evaluating the overall cost to incorporate in Florida:
Registered Agents are a mandatory item in your articles of incorporation. The state requires you to have a point of contact to receive official documentation and service of process, and P.O. boxes don’t fulfill this requirement. If you need a registered agent, you will have to consider that cost when incorporating in Florida.
Does the business you’re starting benefit from special legal provisions in your articles of incorporation? If you’re incorporating in Florida by yourself or through a non-lawyer agency, the Articles of Incorporation may lack the provisions needed to protect yourself from future liabilities. One such provision would be an indemnification agreement, shielding you from burdens, losses, or damages—while ensuring suitable compensation for any losses or damages you accrue. The potential risks and costs of not having special provisions when you incorporate in Florida is a factor that should get considered when determining what the incorporation might cost you overall.
If you don’t have a physical location in Florida, you may need a mail-forwarding service with a physical location in the state. Registered agent services only forward official correspondence such as mail from state government and service of process, but are required. We can function as your physical address in Florida; efficiently processing and forwarding all mail and correspondence to you while meeting the need of having a physical location in the state.
Some businessmen and women don’t realize that they need a business license to operate when incorporating in Florida, which is another reason why doing it with a law firm over a non-lawyer agency is essential; a corporate attorney will know what business licenses you need and help you avoid any negative legal implications, which are typically inexpensive to prevent, and very costly to overcome.
Legal Agreements, Advice, and Representation
The term “better safe than sorry” fall on deaf ears for entrepreneurs that choose to take shortcuts, procrastinate, and stay ignorant to their need for legal support. Most if not all entrepreneurs benefit from the protection of legal documents such as partnership agreements, operating agreements, shareholder agreements, leases, asset purchase agreements, proposal and service agreements, indemnification agreements, employment agreements, and other complex contractual documentation.
INCORPORATE IN FLORIDA FOR ASSET PROTECTION
Creating a business entity, such as a corporation, protects the owner with limited liability from all debts and claims placed on the business and provides an entrepreneur the opportunities to segregate the business assets from the personal. Many states allow entrepreneurs to exempt particular assets from claims and creditors but may be subject to specific limitations, including a threshold for the value of an asset to qualify for protection.
FLORIDA INCORPORATION RECORDS BOOK AND SEAL
A corporate records book is a compilation of a Florida corporation’s most important documents and certificates—with the seal being a corporation’s signature as an imprint for official paperwork. Let’s go over the different contents of a corporate kit and why you should be aware of their importance before you incorporate in Florida:
Articles of Incorporation
The core item of a corporate records book is the Articles of Incorporation; a legal document attained when you incorporate in Florida, granting your business the legal entity status and existence as a corporation. The articles of incorporation contain all of the corporate and shareholder info, including any special and protective provisions you may want to add.
Corporate Minutes Book
The corporate minutes are the historical records of the meetings held by the corporation’s directors, shareholders, officers, or committees. An assigned person will keep records on every decision, outcome, or resolution discussed in that meeting and collect them into the corporate minutes’ book. The corporate minutes may get asked for in significant legal and business matters such as IRS audits, raising capital, accounting, and court proceedings—among others.
Corporate by-laws are the rules and regulations for the corporation. Every business requires guidelines in which to operate; by-laws direct those of authority in their duties to overlook and manage the corporation. By-laws will typically include a corporation’s purpose or mission, the officers’ titles, duties, requirements, and privileges—when, where, and how meetings will be held—shares and stock info, among corporate processes and procedures.
A Corporate records book also contain stock certificates, which are legal documents declaring that you own shares of stock within a corporation. Corporate stock certificates get designed with complicated art designs to keep them from being copied or counterfeit, and they typically include an ID number and signatures from corporate authorities.
BUY AN EXISTING CORPORATION IN FLORIDA INSTEAD OF INCORPORATING
A good option for those that don’t have the time to incorporate, is to buy an existing Florida corporation—also known as a shelf corporation or “Reddi Corp.” Shelf Corporations are an excellent option for those that need a corporate entity in Florida immediately or one that’s existed for a long time. The name of any shelf corporation may be changed, and all current year Shelf Corps are guaranteed to be in good standing with the state. For a complete list of our shelf and aged corporations, visit our Reddi Corps page.
No Money? No problem. Purchase a Corporation with no money down using the Leveraged Buyout!
People buy property such as houses and apartment buildings all the time with no money down; so why not a business? The leveraged buyout consists of:
- A long-term loan agreement to provide working capital.
- A security agreement to give the lender confidence in the deal.
- An asset purchase agreement for the acquired corporation’s accounts, intellectual property, inventory, and other assets.
- A stock purchase agreement for the shares bought by the acquirer.
Call us for a free attorney consultation to receive guidance on whether a leveraged buyout is right for you.
SELL A CORPORATION IN FLORIDA
For those interested in selling a Corporation; our clients are currently seeking to buy Corporations! If you have a corporation that you aren’t actively doing business with, our clients may be interested in purchasing your entity. We will list your entity on our website for 6 months for as little as $99.95. Click here for more information.
Click here to Sell Your Corporation.
MERGE CORPORATIONS IN FLORIDA
A merger is the fusion of two corporations to form a new single business entity. Entrepreneurs may mistake a merger with an acquisition, which is one corporation absorbing another—not becoming a new entity like in the case of a merger. Corporations use mergers to optimize productivity, maximize profits, and extend operations. Mergers can arise from corporations within identical, comparable, or entirely unrelated businesses.
Click here to Merge Corporations.
GET A FICTITIOUS NAME FOR YOUR FLORIDA CORPORATION
The primary reason to acquire a fictitious name is to do business with a different corporation name without having to incorporate a new entity in Florida. A fictitious name is useful as a marketing strategy to emphasize the service or products you offer and include the locations you service to target local customers. Once your fictitious name is registered, you can legally use your localized fictitious name on print ads, billboards, bus stops, etc. A fictitious name or “DBA” doesn’t form a new corporation or legal entity; it solely allows corporations to do business under various names.
Click here to Register your Fictitious Name.
TAX ADVANTAGES OF INCORPORATING IN FLORIDA
The goal of incorporating in Florida from a tax perspective—is to transform as many non-deductible personal expenses into deductible business expenses. Examples of this include the use of your motor vehicle by and for the corporation, the use of part of your residence as a home office, and legitimate travel expenses among other relevant business tax deductions.
Click here to view IRS Forms for Corporations.
RELEVANT ISSUES WHEN INCORPORATING IN FLORIDA
Beyond the initial setup of your Florida Corporation, there are additional legal services that you can expect from us with no additional charge. Each order placed with Spiegel & Utrera, P.A. includes one-on-one personalized service from our lawyers, explaining the different issues relevant to your incorporation in a way that’s easy to digest—so that you can make educated choices when and after you incorporate in Florida. Some of the relevant issues that you need to take into consideration but which you may not know of when you incorporate in Florida include:
- Different tax advantages.
- Indemnification and covenant not to sue.
- Federal, state and local filing requirements.
- Name protection.
- Available agreements.
- Corporate formalities and records.
- Lease and contracts.
Delaware Blockchain Corporations and LLC’s
Delaware has recently signed into law amendments to the Delaware General Corporation Law (“DGCL”) and the Delaware Limited Liability Company Act (“DLLCA”) intended to keep the acts current and relevant by providing Corporations and LLC’s the authority to use networks of electronic databases like Blockchains to create and maintain business records, ultimately, setting up the groundwork for your business to pioneer forward into the direction of greater security, reliability, transparency, and efficiency with smart contracts!
First, select a Cryptocoin name and a “ticker symbol” (e.g. Bitcoin (“BTC”)).
Next, our firm will code and deploy your smart contract(s) on the Ethereum Blockchain and create the client’s Cryptocoin to reflect the corporate stock or LLC ownership interest.
Then, we memorialize your Cryptocoin information and the smart contract address(es) in the Corporation’s certificate of Incorporation or LLC’s Certificate of Organization or with an amendment to existing Articles of Incorporation or Certificate of Organization, which must be approved by the Secretary of State.
Lastly, we’ll transfer your Cryptocoins to the respective Shareholder’s/Members’ Ethereum Wallets.
Why do you need a Blockchain Corporation or a Blockchain LLC?
It’s simple! Experts predict that in the near future, smart contracts like Bitcoin will be able to facilitate and verify or enforce the negotiation or performance of a transaction, which gets recorded on the Blockchain.
With your Spiegel & Utrera, P.A. issued Crypto coin you will have the ability to execute a smart shareholder agreement, smart service agreement, smart lease agreement, smart purchase or sale agreement, smart employment agreement and more on the Ethereum Blockchain. The first step, when you incorporate, is to set up your Blockchain Delaware Corporation or Blockchain Delaware LLC and get your entities’ own Cryptocoin.
Benefits of Smart Contracts on the Blockchain:
Greater security by record-keeping and encrypting transactions across a network of computers, keeping sensitive data from hacking, fraudulent, and unauthorized activities.
Reduced costs by minimizing the need for middle-men, third parties, and expensive agreements to make guarantees during a business trade, being you don’t have to trust your trading partner—only the data on an unchangeable version of a Blockchain.
Transactions and settlements get completed with greater efficiency, safety and speed due to a single digital ledger that gets shared among participants, eliminating the need for multiple paper-heavy ledgers that are prone to human error.
Improved tracking, traceability, and authentication of historical transaction data with complex supply chains, helping to prevent fraud and the possibility of misinformation.
Greater transparency and trust among business and trading partners due to participants having access to the same network with data that can’t get changed or updated unless all network participants agree on it. Blockchains also make for a great shareholder voting method.
Each Blockchain Corporation or Limited Liability Company is COMPLETE
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
INCLUDES 110% Lowest Price Guarantee
5 Common Mistakes When Starting a Business
Let’s go over the 5 common mistakes when starting a business. Starting a business today comes with many relevant issues that you need to take into consideration, but which you may not be aware of: the different entity types and their respective tax advantages—liability, asset, and name protection—federal and state filing requirements, indemnification and covenant not to sue, corresponding agreements, leases, and contracts, along corporate formalities and records. Below are the 5 common mistakes when starting a business and how to avoid them.
Common Mistake #1: Choosing a Non-Lawyer Agency to Incorporate
Most entrepreneurs know that you should use a corporate business attorney to incorporate—however, some will use a third-party agency or turn it into a do-it-yourself project, in which you’ll get the articles of incorporation and little else. The problem is that you need a lot more than that. Assuming that you know which entity type is the best choice for the legal, business, tax, credit, liability, and asset protection outcomes that you want, there are other things to take into consideration that will help you avoid legal and business pitfalls, and come out on top among your competitors. What most people don’t know is that a business formation law firm like Spiegel & Utrera, P.A. will customize your articles of incorporation, corporate records book, bylaws, minutes, stock certificates and more—while giving you legal, business, credit, and tax advice based on your needs—all for a similar cost of doing it with a non-lawyer party.
In fact, for only $29.95 more than the required state-specific filing fee—Spiegel and Utrera, P.A. will not only customize your articles of incorporation, but you’ll get a complete incorporation package with free legal and business advice from our attorneys. It includes filing your paperwork with the state, a custom corporate records book and seal, corporate minutes, bylaws, ownership register, banking resolution, stock certificates, and a preliminary business name search. All of this gets backed with a 110% lowest price guarantee. Now you might be thinking: How do you even make money offering so much for such a low price? Well, we don’t. We want to build a business relationship with our clients first and provide an incredible service at an impossible price; this is how we’ll earn your business in the future when you need further legal or business-related services for your Corporation or LLC. Click here to incorporate or form an LLC online. You’ll get a free corporate kit plus legal, business, credit, and tax advice from our attorneys.
Common Mistake #2: Choosing the Wrong Type of Business Entity
Another common mistake that people make when incorporating is choosing the wrong type of business entity, which stems from a limited understanding of what the different tax, business, and legal implications of their choice can mean for their corporation. Typically when people incorporate on their own, they do it unaware of the difference between a C Corporation, S Corporation, Non-Profit, or LLC—and even most non-lawyer agencies that help people incorporate can’t give them the legal advice they need to make the right choice of entity type, which is massively important.
A good lawyer will advise options, advantages, and benefits that you (and likely your competitors) didn’t know were there while showing you where the pitfalls are. Many variables will affect this information, such as the location of your business, the type of business and industry you’re in, and the services and products you’re offering, and this information will affect your choice of business entity.
Let me give you a quick 101: First off—as most people know, the point of incorporating is to protect yourself from personal liability, guard your assets against claims and creditors, and defend your wealth from avoidable taxes. All corporations and companies share those qualities, but the extend to which a corporate entity can do that for your business depends on its type and structure. For example, the types of Corporations include S Corps, C Corps, and Non-Profits; S Corp owners have their business and personal income taxed only once on their individual income tax return, while C Corps yield to the double-taxation of having to do both personal and business income tax returns separately, and Non-Profits have the prospect (under certain requirements) of being tax-exempt.
Each type of corporation gives you a different tax advantage, and they all provide limited liability protection, but one is not better than the other; that will depend on which one is better for your current and future business needs. Keep in mind that any entity type is better than being a sole-proprietorship, which has no liability protection. What about Limited Liability Companies instead of Corporations? They provide personal liability and asset protection as well, with members instead of shareholders—being taxed as an S Corp if it has only one member, or as a C Corp if it has multiple members. Depending on the many factors surrounding your business, an LLC can provide you with fewer ownership restrictions, better capacity for asset protection, and bigger potential for tax deductions, when compared to corporations. No matter what, you want an entity structure that will open the right doors for you now, without closing the right doors to you later.
Common Mistake #3: Lacking Organizational Tools and Methods
The third common mistake on this list that people make when incorporating is lacking the tools and methods to keep their corporate records organized and updated. Many entrepreneurs get their articles of incorporation and overlook the importance of organizing a corporate records book with bylaws, minutes, stock certificates, and other documents that get asked for in legal and business matters. A corporate records book or binder (also known as a corporate kit) serves the purpose of helping you stay organized, which may help you avoid or defend against fines and penalties with the state, default judgments and legal action against you, and losses, such as that of your business license and assets—which can all stem from having missing, outdated, and unorganized corporate documents. The purpose of a corporate records book is to organize all of the corporation’s official documents, along with records of important actions taken by the corporation—such as issuing shares, purchasing real estate, other businesses, and obtaining various licenses. Having missing or outdated records and documents due to the lack of organizational tools and methods can be catastrophic for your corporation, and all possible steps should be made to keep them safe. Remember, when you incorporate with Spiegel and Utrera, P.A., the corporate records book and seal are included!
Common Mistake #4: Choosing the Wrong Registered Agent
The 4th common mistake that entrepreneurs make when incorporating is failing to choose the right registered agent service for their business needs. All corporations are legally required to appoint a registered agent when incorporating and selecting the right one can help you avoid privacy breaches, defaulted lawsuits, and bad standing with the state. For those of you that might be wondering, a registered agent is known as a statutory agent or agent for service of process—a party, entity, or person appointed to receive important state and court correspondences such as annual state filings, tax notices, court notices, and other articles of official documentation. The registered agent will collect the official mail or notifications, then timely process and communicate them to the business owner. State Government requires you to have someone as a point of contact available during regular business hours at a physical location to receive service of process and other official documents—and unfortunately, P.O. boxes don’t fulfill this requirement. Choosing just anyone as a registered agent without internal processes in place to efficiently forward all correspondence can lead to trouble with the state and other entities that could have been easily avoided. I’ll tell you a trade secret that a lot of people don’t know: You can use a law firm, like Spiegel and Utrera, P.A., as a registered agent for almost the same price (or lower) as a non-lawyer registered agent service, and it’ll come with the attorney-client privilege. The attorney-client privilege means that if you receive a subpoena to produce information about your corporation because of matters such as alimony, child support, bankruptcy, debt or tax collection, foreclosure, government enforcement action, criminal matters, or anything else—the attorney is duty-bound not to disclose any information about you to anyone. A non-lawyer registered agent cannot offer this valuable confidentiality and privacy protection. An attorney registered agent acts as a buffer and shield between you and anyone who would seek to sue your business. Here’s a link to Spiegel & Utrera’s General Counsel Club’s & Registered Agent Service. It includes the attorney-client privilege, unlimited legal, business, credit and tax advice for a super-affordable annual fee.
Common Mistake #5: Not Customizing Your Articles of Incorporation with Protective Agreements
One of the biggest mistakes when starting a business is not including special provisions and additional corporate agreements that customize their articles of incorporation with proactive and defensive properties. Incorporating by yourself without a lawyer will produce generic articles of incorporation that may not protect you in the future. We strongly recommend that you don’t take chances and that you guard yourself against liability. First, we recommend an indemnification and covenant not to sue agreement which shields the corporation’s directors and officers from the personal liability of any actions they take on behalf of the corporation. If a director or officer ever gets sued for actions taken on behalf of the corporation, these provisions require that the corporation be held responsible, instead of its directors and officers. If your corporation has more than one shareholder, we recommend that you enter into a Shareholder’s restrictive agreement—which outlines their duties and responsibilities to the corporation and each other. Another great agreement to add is the Shareholder Divorce Protection Provisions, which in the event of a shareholder filing for divorce, a notice is sent to the other shareholders offering them a right of first refusal—which allows them to purchase the shareholder’s shares of stock and avoids having their ex-spouse as a shareholder of the corporation. Normally, the fee to prepare such comprehensive agreements would be $1,500 or more. However, if you request these agreements when you incorporate with us, they will only cost a small fraction of that amount. Give us a call for a free attorney consultation at (800) 603-3900 to get a quote and advice on your business formation and agreements.