The Florida Company

• Which entity is best for me? Review the following to help make your decision:

• A Florida corporation is usually appropriate if:

• There is any chance the owners might want to become an S corporation.
• Several individuals or entities will be owners.
• Owners plan to be profitable in the first several years of operation and plan to reinvest profits for growth.
• Owners live in a state with an income tax.

• A Florida S corporation is usually appropriate if:

• The company will experience start-up losses during the initial years of operation and the owner has ordinary income against which these losses can be deducted.
• The company is a single-owner entity.
• The owner wants to extract most of the profits instead of reinvesting for growth.
• The company does not expect to issue multiple classes of stock or have more than 100 shareholders.

• A Florida limited liability company (LLC) is usually appropriate if:

• The business is a partnership, or several different entities own the business.
• The company is used primarily to hold real estate or other income-generating assets such as stocks.
• The company has foreign investors.

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• What are state fees? State fees are the filing fees imposed by the State of Florida for forming an LLC or corporation in Florida. The state's fee for forming an LLC is $135. The fee for forming a corporation is $80.
  
  The Florida Company acts as an intermediary by collecting the state fees you owe on behalf of the State of Florida and submitting them to Florida on your behalf during the formation process.

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• How much stock do I need? As the owner of a Florida corporation, you determine the appropriate number of shares for your company. The numbers of shares you select will influence your cost of maintenance. Unless otherwise specified, The Florida Company forms corporations with 2,000 shares at a par value of $.01. If you wish to increase the number of shares or par value later in the corporation's life, you can do so by filing an amendment with the state.

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• Where do I get stock/membership certificates? The Florida Company's LLC or corporate kit, which is included with your formation, contains 20 custom numbered membership or stock certificates for your company.

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• Do I need a federal tax ID (EIN) number? The IRS requires LLCs or corporations who intend on having employees or opening a bank account to obtain an EIN. To obtain an EIN, you must provide a valid US Social Security Number (SSN) or individual tax identification number (ITIN).

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• How do I open my company bank account? It is typically best to contact the bank(s) with which you would consider opening an account to ask them what type of information they require. Most banks require a certified copy of the articles of organization (or incorporation) which is available for purchase as an add-on item from The Florida Company. Some banks will require a certificate of good standing and a tax ID (EIN) number, both of which can be purchased as add-on items when ordering your company or at a later date. Most non-US clients will require articles of organization or articles of incorporation with Apostille, which is also available as an add-on item.

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• When do I pay annual list fees? For corporations, the annual state fee is due anytime between January 1 and May 1. The time frame is the same for LLCs; however, the annual state fee is typically less for LLCs. You will receive notification and instructions for paying your annual state fees from your registered agent service provider prior to these dates. 

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• Do I need to be registered to "transact business" in my home state? Your Florida company is a domestic company in the state of Florida. It is a foreign company in every other state or country. If you plan to staff offices with employees or to conduct business directly with the public in a state other than Florida, it may be wise to register in the alternative state. Registering in additional states is generally not necessary if you are a consultant; a one- or two-person or home-based business; or sell through independent distributors, manufacturer's representatives, wholesalers, retailers, or through mail order or the Internet. More information on what constitutes "transact business" can usually be found at the Secretary of State's office in each state. If you decide to register with your home state, be advised that most states will require a certificate of good standing from the State of Florida. You can either order this certificate as an add-on item when you purchase your formation package or separately later, if you find that you need it.

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