Register your business in Florida

LLCs, corporations and limited partnerships register with the Florida Division of Corporations through Sunbiz, the Division’s filing site. Sole proprietors and general partnerships don’t form there, but using a name other than your own means registering a fictitious name with the same Division. Your county, and often your city, then charges a local business tax.

What’s different in Florida

• Fees come in two required parts. Sunbiz charges a filing fee plus a registered agent designation fee on every formation: $100 plus $25 for an LLC, $35 plus $35 for a corporation. A certified copy and a certificate of status are optional extras.
• Processing is first come, first served. The Division offers no expedited service. Filings are processed in the order received, and the Division's document processing dates page shows which day’s filings it has reached.
• Every LLC, corporation and limited partnership files an annual report with the Division every year by May 1, starting the year after it forms. The fee is separate from any tax, and a late report costs $400 more. Stay compliant has the dates and fees.

Do this

1. Pick your structure. LLC, corporation, nonprofit corporation, partnership or sole proprietorship. Pick an entity compares them. A sole proprietor or general partnership can skip to step 6.
2. Check the name with the Division’s entity name search. It must be distinguishable from every name already on the Division’s records. Search the web and the federal trademark database too. Not ready to file? Florida reserves a name only by a signed letter to the Division of Corporations, not online, for a nonrenewable 120 days ($25 for an LLC, $35 for a corporation).
3. Choose a registered agent. Florida requires a physical street address in Florida; the business cannot be its own agent, but an owner, officer or manager can. The agent accepts the role on the filing and receives legal papers for the business.
4. File with the Division of Corporations on Sunbiz. An LLC files Articles of Organization, a corporation Articles of Incorporation, a nonprofit its own Articles of Incorporation, and a limited partnership a Certificate of Limited Partnership. File online with a card, or print the PDF and mail it with a check or money order. There’s no expedited service: filings are processed in the order received, and the document processing dates page shows the receipt date the Division is working on.
5. Add a certificate of status if your bank wants one. It’s optional: $5 for an LLC or $8.75 for a corporation, ordered with the filing or later. A certified copy of the filing is $30 for an LLC.
6. Register a fictitious name if you use another name. Anyone doing business under a name other than their legal name, or an entity under a name other than its registered one, registers it before doing business under the name. It registers statewide with the Florida Division of Corporations, online for $50. First, the law asks you to advertise the name at least once in a newspaper in the county of your principal place of business, before you register; you certify it on the form and no proof is filed. The registration runs through December 31 of the fifth calendar year, counting the year you register as the first. No registration is needed for attorneys, and DBPR or Department of Health licensees, practicing under their licensed name, and a registered entity using its registered name. Doing business under an unregistered name is a noncriminal violation, and no lawsuit over the business can be brought until the name is registered. Your county tax collector asks for a copy before it issues a local business tax receipt, and most banks ask for one too.
7. Calendar the annual report and get your local business tax receipt. The first annual report is due between January 1 and May 1 of the year after the calendar year in which the articles took effect; Stay compliant has the fees. The local business tax receipt is in Licenses and permits.

By structure

LLC

File Articles of Organization: $100 plus the required $25 registered agent designation, $125 in all. Filing is online or by mail; card payments go through the online application. An LLC can set an effective date up to 90 days after the Division receives the filing. Forming in the October 1 to December 31 window and not doing business until the new year? A January 1 effective date postpones the first annual report by a year. The LLC then files an annual report every year ($138.75), the first one between January 1 and May 1 of the year after the calendar year in which the articles took effect. The state doesn’t file your operating agreement. For Florida income tax, an LLC taxed as a corporation files Form F-1120 and pays the corporate income tax; one taxed as a partnership or disregarded does not.

Corporation

File Articles of Incorporation: $35 plus $35 for the registered agent designation, $70 in all. The corporation then files an annual report every year ($150) and, as a C corporation, a Florida corporate income tax return (Form F-1120) every year, even when no tax is due. Choosing S corp status is a federal election made with the IRS, not a Division of Corporations filing. For S corporations, one that pays no federal income tax at the corporate level (line 23c of federal Form 1120S) doesn't have to file a Florida corporate income tax return. Bylaws aren’t filed with the state.

Nonprofit

File Articles of Incorporation for a Florida not-for-profit corporation: $35 plus $35 for the registered agent designation. 501(c)(3) status is a separate application to the IRS. The annual report is $61.25 a year, and nonprofits are exempt from the late fee, though a nonprofit that never files is still dissolved. A nonprofit that asks for donations from a location in Florida or from people in Florida registers with the Florida Department of Agriculture and Consumer Services (FDACS) and renews every year. A 501(c)(3) with employees owes reemployment tax once it has 4 or more employees in 20 weeks of a year.

Partnership

A general partnership doesn’t have to file to exist. Registering with the Division is optional; Sunbiz says a partnership should file either a partnership registration statement ($50) or a fictitious name registration. A limited partnership files a Certificate of Limited Partnership for $965 plus $35 for the registered agent, then an annual report every year ($500). A limited liability partnership files a statement of qualification ($25) and then an annual report ($25) January 1 to May 1 each year, starting the year after it qualifies.

Sole proprietorship

No formation filing. If you don’t register another entity, you’re a sole proprietor automatically. Doing business under anything other than your own legal name means registering a fictitious name first. Florida has no personal income tax, so there’s no state return on the business income, but your county’s local business tax receipt still applies, and sales tax registration does if you sell taxable goods or services.

Formed in another state

An LLC or corporation formed elsewhere registers with the Division before doing business in Florida, and keeps a Florida registered agent. An out-of-state LLC files Qualification of Foreign LLC for $100 plus $25, with a certificate of existence from its home state, no more than 90 days old. A corporation files a Profit Qualification for $35 plus $35. Both then file the same annual report as a Florida entity, starting the year after they qualify. Forming in another state explains when registering is required.

What you get back

The Division sends a confirmation letter with the document number, by email for online filings and by mail for paper ones, with any certificate of status or certified copy you ordered. Once the filing is processed and posted, you can download an image of it from Sunbiz free of charge, and the business appears in the Division’s records search. You’ll need the formed entity and its document number for your EIN, your bank account and every annual report.