Form Your Florida Company: LLC, Corporation, Professional, Benefit Corp & Nonprofit

What is a Florida LLC?

A Limited Liability Company (LLC) combines personal liability protection with flexible tax treatment. It's the most popular choice for small to medium businesses in Florida.

Key Features

• Liability Protection: Your personal assets are protected from business debts and lawsuits
• Tax Flexibility: Default pass-through taxation (profits taxed once), or elect S-corp/C-corp treatment
• No State Income Tax: Florida has 0% state income tax on LLC profits
• Flexible Management: Member-managed (owners run it) or manager-managed
• Minimal Formalities: No required board meetings or extensive record-keeping

Best For

• Small to medium businesses
• Real estate investors and property management
• E-commerce and online businesses
• Consultants and service providers
• Anyone seeking simplicity + liability protection

Formation Requirements

• Name: Must be distinguishable from existing FL entities; include "Limited Liability Company," "LLC," or "L.L.C."
• Articles of Organization: Filed with FL Division of Corporations ($100 + $25 registered agent = $125 total)
• Registered Agent: Must have FL street address, be available during business hours
• Operating Agreement: Not required but highly recommended
• EIN: Required if multi-member or has employees; recommended for all

Annual Requirements

• Annual Report: Due between January 1 - May 1 each year ($138.75)
• Report Contents: Updated principal address, registered agent info, member/manager names and addresses
• Late Filing: No specific late fee for LLCs, but failure to file can result in administrative dissolution
• Filing Method: Online through Sunbiz.org (fastest and easiest)

Ongoing Costs

• Annual report: $138.75/year
• Registered agent: $125-150/year if using professional service
• Taxes: No FL state income tax; federal taxes apply

What is a Florida Corporation?

A corporation is a separate legal entity owned by shareholders, managed by directors. Best for businesses planning to scale, raise capital, or go public.

Key Features

• Strong Liability Protection: Shareholders, directors, officers protected from personal liability
• Unlimited Shareholders: Can have unlimited domestic and foreign shareholders
• Investment-Friendly: Preferred by venture capital and angel investors
• Stock Issuance: Multiple classes of stock (common, preferred)
• Perpetual Existence: Continues even if owners change
• No State Income Tax: Florida has 0% corporate income tax

Best For

• Tech startups seeking venture capital
• Businesses planning rapid scaling
• Companies planning eventual IPO
• Businesses with multiple investors
• Professional service firms (can form Professional Corporation)

Formation Requirements

• Articles of Incorporation: Filed with FL Division of Corporations ($70)
• Corporate Bylaws: Internal governance rules (not filed publicly)
• Board of Directors: At least one director required
• Corporate Officers: President, secretary, treasurer (can be same person)
• Registered Agent: Physical FL address required
• Stock Certificates: Issue to shareholders

Annual Requirements

• Annual Report: Due between January 1 - May 1 ($150)
• $400 Late Fee: Applied if filed after May 1
• Annual Meetings: Required for shareholders and board
• Meeting Minutes: Must maintain records of meetings and major decisions

C-Corp vs. S-Corp

C-Corp: Default tax status. Corporation pays federal taxes on profits; shareholders pay taxes on dividends. Florida has no state corporate income tax, eliminating one layer of taxation.

S-Corp: Tax election (not entity type). Pass-through taxation. Limited to 100 U.S. citizen/resident shareholders. File Form 2553 with IRS.

Ongoing Costs

• Annual report: $150/year (+ $400 if late)
• Registered agent: $125-150/year
• Taxes: No FL state income tax; federal corporate tax applies (C-corp) or pass-through (S-corp)

What is a Professional LLC/Corporation?

Professional entities are for licensed professionals providing personal services that require state licensing. Florida recognizes both Professional LLCs (PLLC) and Professional Corporations (PA - Professional Association).

Who Needs a Professional Entity?

Florida law requires professionals in these fields to form professional entities:

• Doctors, physicians, surgeons
• Dentists, orthodontists
• Lawyers, attorneys
• Certified Public Accountants (CPAs)
• Architects
• Engineers
• Chiropractors
• Veterinarians
• Psychologists, therapists
• Optometrists
• And other licensed professions

Key Requirements

• Licensing: All owners/shareholders must be licensed in the SAME profession
• Name Requirements: Professional Corporation must include "Chartered," "Professional Association," or "P.A."
• Articles Filing: Must state specific professional purpose (cannot be general business)
• Liability: Protects from business debts but NOT from professional malpractice claims
• Malpractice Insurance: Required by most licensing boards

PLLC vs. Professional Corporation

Professional LLC (PLLC):

• Filing fee: $125
• Annual report: $138.75
• Pass-through taxation (default)
• Flexible management
• Less formality required

Professional Association (P.A.):

• Filing fee: $70
• Annual report: $150 (+ $400 if late)
• Corporate structure with board and officers
• Annual meetings required
• More formality, better for multi-professional practices

Formation Process

• Verify all owners/shareholders are licensed in same profession
• Obtain approval from relevant licensing board (some professions require pre-approval)
• File Articles with FL Division of Corporations
• Include professional purpose in Articles
• Designate registered agent
• Obtain professional liability insurance

Best For

• Solo practitioners (single professional)
• Group practices (multiple professionals in same field)
• Medical practices, law firms, accounting firms
• Any licensed professional providing personal services

What is a Florida Benefit Corporation?

A benefit corporation is a for-profit entity that commits to creating positive social and environmental impact alongside generating profit. It's similar to a regular C-Corp or S-Corp, but with a legally enforceable mission.

Key Features

• Dual Purpose: Legally obligated to consider impact on society, environment, and stakeholders—not just shareholder profit
• Legal Protection: Directors protected when making mission-driven decisions that may not maximize short-term profits
• Attract Impact Investors: Growing pool of investors seeking companies with measurable social/environmental missions
• Transparency: Must publish annual benefit report describing performance
• For-Profit Status: Can distribute profits to shareholders (unlike nonprofits)
• Tax Treatment: Can elect C-corp or S-corp taxation

Best For

• Social enterprises (fair trade, sustainable products, circular economy)
• Mission-driven startups (clean energy, education tech, health tech)
• Companies committed to ESG (Environmental, Social, Governance)
• Businesses seeking B Corp certification
• Entrepreneurs prioritizing mission alongside profit

Formation Requirements

• Articles of Incorporation: Must state it is a "benefit corporation" ($70)
• General Public Benefit: Commitment to positive impact on society and environment
• Specific Public Benefit (Optional): Can identify specific mission (e.g., "reduce carbon emissions," "improve access to education")
• Formation Process: Very similar to regular C-Corp or S-Corp in Florida

Annual Requirements

• Annual Report: Standard corporate annual report to FL Division of Corporations ($150)
• Annual Benefit Report: Describes social/environmental performance against third-party standard
• Third-Party Standard: Must assess performance using recognized standard (e.g., B Lab, GRI, ISO 26000)
• Report Distribution: Provide benefit report to shareholders; may publish publicly
• $400 Late Fee: If annual report filed after May 1

Ongoing Costs

• Annual report (state): $150/year (+ $400 if late)
• Annual benefit report: Preparation time/cost varies (can be DIY or hire consultant)
• Registered agent: $125-150/year
• B Corp Certification (optional): $1,000-$50,000+ depending on company size

Conversion to Benefit Corporation

Existing Florida corporations can convert to benefit corporation status by amending Articles of Incorporation. Typically requires approval by majority or supermajority of shareholders (check your bylaws and FL corporate law for specific requirements).

What is a Florida Nonprofit Corporation?

A nonprofit corporation is organized for charitable, educational, religious, scientific, or other public benefit purposes. Most seek 501(c)(3) tax-exempt status from the IRS.

Key Features

• Tax-Exempt Status: With IRS 501(c)(3) approval, exempt from federal income tax and FL corporate tax
• Tax-Deductible Donations: Donors can deduct contributions on tax returns
• Grant Eligibility: Can apply for government and foundation grants
• No Owners: Governed by board of directors; no shareholders or stock
• Asset Lock: Assets used for nonprofit purposes; cannot distribute to individuals

Best For

• Charitable organizations (food banks, homeless shelters, disaster relief)
• Educational institutions (schools, tutoring, literacy programs)
• Religious organizations (churches, temples, mosques)
• Arts and culture (museums, theaters, music programs)
• Scientific research organizations
• Social advocacy and community development

Formation Requirements

• Articles of Incorporation: Filed with FL Division of Corporations ($70)
• Nonprofit Purpose: Articles must state nonprofit purpose and dissolution clause
• Board of Directors: Minimum 3 directors required by Florida law (cannot be related)
• Corporate Bylaws: Internal governance rules (not filed publicly)
• Registered Agent: Physical FL street address required
• EIN: Obtain from IRS (required for bank account)

501(c)(3) Tax-Exempt Status

Forming a Florida nonprofit does NOT automatically grant federal tax exemption. Apply separately to IRS:

• Form 1023 (large organizations): Gross receipts typically >$50,000/year. Filing fee $600. Detailed 50+ page application.
• Form 1023-EZ (small organizations): Gross receipts <$50,000/year, assets <$250,000. Filing fee $275. Simplified 3-page form.
• Processing time: 3-6 months (sometimes longer)

Annual Requirements

• Annual Report (FL): Due January 1 - May 1 each year ($61.25)
• NO Late Fee: Nonprofits are NOT subject to $400 late fee (unlike for-profit corps)
• IRS Form 990: Annual information return to IRS (990, 990-EZ, or 990-N depending on size)
• Board Meetings: Regular meetings required; maintain minutes
• Conflict of Interest Policy: Required by IRS

Restrictions

• No Profit Distribution: Cannot distribute profits to members, directors, officers (can pay reasonable salaries)
• Political Activity Limits: 501(c)(3)s cannot endorse candidates; limited lobbying allowed
• Dissolution: Remaining assets must go to another 501(c)(3) organization

Ongoing Costs

• FL annual report: $61.25/year (no late fee)
• Registered agent: $125-150/year
• Accounting/tax prep: $500-$3,000+/year
• Insurance: Directors & officers insurance recommended

LLC vs. Corporation: Decision Framework

Choose LLC if:

• You want simplicity and minimal formalities
• You prefer pass-through taxation
• You don't plan to raise venture capital
• You're a small business, real estate investor, or service provider
• You want flexibility in management and profit distribution

Choose Corporation if:

• You plan to raise venture capital or attract angel investors
• You want to issue stock options to employees
• You're building a scalable tech or high-growth company
• You plan to go public (IPO) eventually
• You need multiple classes of stock

Regular vs. Professional Entity

Choose Professional LLC/Corporation if:

• You're a licensed professional (doctor, lawyer, CPA, architect, etc.)
• Florida law requires professional entity for your profession
• All owners/partners are licensed in the same profession

Regular LLC/Corp is fine if:

• You're not providing licensed professional services
• Your business doesn't require state professional licensing

For-Profit vs. Benefit Corporation

Choose Benefit Corporation if:

• Your business has a social or environmental mission alongside profit
• You want legal protection to prioritize mission over short-term profit
• You're seeking impact investors or B Corp certification
• Transparency and accountability to stakeholders matter to you

Regular C-Corp/S-Corp if:

• Maximizing shareholder value is your primary focus
• You want flexibility to pivot without mission constraints
• Annual benefit reporting is too burdensome

For-Profit vs. Nonprofit

Choose Nonprofit if:

• Your organization serves charitable, educational, or religious purposes
• You want donors to receive tax deductions
• You plan to apply for grants
• You're comfortable with restrictions on profit distribution and political activity

For-Profit (LLC/Corp/Benefit) if:

• You intend to distribute profits to owners
• You want flexibility in political advocacy
• Your mission is impact but you need profit for sustainability (consider Benefit Corp)

Still Unsure?

Schedule a 30-minute consultation to discuss your specific situation. I'll help you understand tax implications, investor requirements, and long-term strategy. Email me or book a call.

Required for all Florida entities. Includes:

• Physical Florida street address (Miami, Tampa, or Orlando)
• Business hours availability for service of process
• Mail forwarding and digital scanning
• Annual report filing reminders (with due date warnings)
• Secure online portal access

Renews annually. I send reminders 90 days before annual report due date and 60 days before registered agent renewal.

Attorney-drafted document tailored to your business needs:

• LLC: Multi-member or single-member operating agreements
• Corporation: Comprehensive corporate bylaws
• Professional entities: Compliance with FL licensing requirements
• Profit/loss allocation provisions
• Management structures and voting rights
• Buy-sell provisions and succession planning
• Dispute resolution mechanisms

Delivery: 3-5 business days after consultation. Includes one round of revisions.

For LLCs, corporations, and nonprofits:

• Preparation and online filing with FL Division of Corporations
• Payment of state fee (included): $138.75 (LLC), $150 (Corp), $61.25 (Nonprofit)
• Confirmation and receipt delivery
• Due date tracking (January 1 - May 1 window)
• Advanced reminders starting 90 days prior

Due date: Annual report must be filed between January 1 and May 1. Corporations face $400 late fee after May 1. I recommend filing in January to avoid last-minute issues.

If your entity was formed in another state but you want to do business in Florida, you must register as a "foreign" entity:

• Application for Certificate of Authority
• Registered agent appointment in Florida
• All required state filings and fees
• Coordination with home state documentation
• Ongoing annual report compliance

State fees: Foreign LLC $125, Foreign Corporation $70. Annual reports same as FL entities. Not included in service fee.

For nonprofits seeking federal tax-exempt status:

• Consultation to determine eligibility
• Preparation of IRS Form 1023 or 1023-EZ
• Financial projections and budget preparation
• Narrative descriptions of programs and activities
• Conflict of interest policy drafting
• Response to IRS questions or requests

IRS filing fees: $600 (Form 1023) or $275 (Form 1023-EZ) not included. Processing time 3-6 months.

Convert entity type or amend existing documents:

• LLC to Corporation conversion
• Regular Corp to Benefit Corporation
• Amend Articles of Organization/Incorporation
• Change registered agent
• Change principal address or business purpose
• Add/remove members, managers, directors

State fees vary by type of amendment/conversion. Complex conversions may require additional fees. Contact me for custom quote.

Schedule a call to discuss:

• Entity selection (LLC vs. Corp vs. Professional vs. Benefit vs. Nonprofit)
• Florida vs. other states for your situation
• Tax implications and structure optimization
• Operating agreement or bylaws provisions
• Annual compliance and ongoing obligations
• Professional licensing requirements

Format: Phone or Zoom. Book via Calendly or email owner@terms.law.

Florida's unique advantages:

• No State Income Tax: Unlike Delaware (8.7% corporate tax) or California (8.84%), Florida has 0% state income tax
• Physical Presence: If you live/operate in Florida, forming here makes sense—no need to qualify as foreign entity
• Fast Processing: 2-5 days online (vs. weeks in some states)
• Large Economy: Florida is 4th largest state economy; strong business infrastructure
• Investor Appeal: Major venture capital presence in Miami, Orlando, Tampa

When to choose other states:

• Delaware: Better for corporations planning IPO (Court of Chancery, established corporate law)
• Wyoming: Better for LLCs seeking maximum privacy (no members disclosed) and no annual report

For most businesses physically located in Florida, forming in-state is the best choice.

Florida imposes a $400 late fee on for-profit corporations only if their annual report is filed after May 1.

Who Pays the Late Fee?

• For-Profit Corporations: YES, $400 late fee after May 1
• Benefit Corporations: YES, $400 late fee (they're for-profit)
• LLCs: NO late fee (but can be dissolved for non-filing)
• Nonprofit Corporations: NO late fee

How to Avoid It

• Mark your calendar: Annual reports due January 1 - May 1
• File in January or February (don't wait until April)
• Use my registered agent service—I send reminders 90 days in advance
• Set up annual report filing service ($175) and I'll file for you automatically

Pro tip: File your annual report as soon as the window opens (January 1) to avoid forgetting and facing the steep penalty.

No. You can form a Florida entity from anywhere in the world. You don't need to visit Florida, have a physical office there, or be a U.S. citizen.

What You Need

• A registered agent with a Florida street address (I provide this)
• A mailing address (can be anywhere)
• EIN from IRS (I help with this)

Important Note

If you physically operate your business in another state (employees, office, inventory), you'll likely need to:

• Register as a foreign entity in that state
• Pay taxes in that state
• Follow that state's employment and licensing laws

Forming in Florida doesn't eliminate tax obligations where you actually do business. Consult a tax advisor about nexus rules.

Sunbiz (sunbiz.org) is the online portal for Florida's Division of Corporations, part of the Florida Department of State.

What You Can Do on Sunbiz

• Search existing entity names to check availability
• File new LLC or corporation online
• File annual reports
• Amend Articles of Organization/Incorporation
• Change registered agent
• Download certified documents
• Check entity status (active, dissolved, etc.)

Processing Times

• Online filing: 2-5 business days
• Mail filing: Up to 10 business days
• Annual reports: Processed within 24-48 hours

My service: I handle all Sunbiz filings for you—name checks, formation documents, annual reports, amendments. You get professional preparation + fast online filing without dealing with the portal yourself.

Yes, Florida allows entity conversions. If your business grows and you need to raise venture capital or issue stock, you can convert your LLC to a corporation.

Conversion Process

• File Articles of Conversion with FL Division of Corporations
• Approve conversion by member vote (per your operating agreement)
• Transfer assets and liabilities from LLC to corporation
• Maintain same EIN (no need for new tax ID)
• Update all contracts, licenses, permits with new entity name/type

Why Convert?

• Raising venture capital (VCs strongly prefer C-corps)
• Issuing stock options to employees
• Planning for eventual IPO
• Need multiple classes of stock

My service: I handle entity conversions for $600 + state fees. Contact me to discuss your situation.

Florida is one of only 9 states with no state income tax on individuals or corporations. This creates massive savings:

For LLC Owners (Pass-Through)

• LLC profits flow to your personal tax return
• You pay 0% FL state income tax (vs. 13.3% in CA, 10.9% in NY)
• Example: $200K profit = $0 FL tax (vs. $26,600 in CA)

For C-Corporations

• Corporation pays 0% FL state tax on profits (only federal 21%)
• Shareholders pay 0% FL tax on dividends
• Example: $1M profit = $0 FL tax (vs. $87,000 in DE, $88,400 in CA)

For S-Corporations

• Pass-through to shareholders' personal returns
• Shareholders pay 0% FL state tax
• Same savings as LLC

Caution

You still owe federal income tax. And if you operate in other states, you may owe tax there based on nexus. But eliminating FL state tax is a huge advantage if you live or primarily operate in Florida.

Timeline Breakdown

• Name check: Same day (using Sunbiz search)
• Document preparation: 1-2 business days
• Online filing: 2-5 business days for approval
• Mail filing: Up to 10 business days
• EIN from IRS: Same day (online application)

Total Timeline

• LLC (online filing): 3-7 business days from start to finish
• Corporation (online): 3-7 business days
• Professional entities: 3-7 days + licensing board approval time (if required)
• Nonprofit (+ 501c3): 3-7 days FL filing + 3-6 months IRS processing

Fastest approach: Online filing through Sunbiz (which I handle as part of my service). You'll typically have approved documents within one week.