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.