Starting A Business In Broward County
Here's What You Need To Know
Starting a business in Broward County involves planning, making important financial decisions, and completing a series of legal measures. The steps outlined below can help you prepare, plan, create, and manage your business. To help ensure your business' success, it is important that you are aware of all the requirements and regulations of operating a business in Broward Couty, Florida before beginning your endeavor. One important item is that you have all of the necessary permits, licenses or registrations applied for and approved before you open your doors. Below we provided a step by step outline of how to open a business in Florida with helpful links to learn more about each topic.
The First Step in Creating a Business in Broward County:
The first step for any business is to choose a name for your business. That sounds easy. However, Florida law has some requirements when it comes to naming a corporation or LLC. If you chose to create a Corporation or LLC you must choose a unique name, as no other company can share the exact same name. The corporation's name must contain the word "Corporation," "Company," Incorporated" or an abbreviation of those words and there are certain restrictions with naming a corporation. The name of an LLC must end with "Limited Liability Company," "Limited Company," "Ltd. Co.," "LLC," "L.L.C.," "LC" or "L.C., and just like a corporation, there are certain restrictions with naming a limited liability company.
Are You Creating a PA or PC?
A Professional Association (PA) or Professional Corporation (PC) is an organization of professionals (i.e. Attorneys, Doctors, Accountants, etc.) that require a license to operate. PA’s or PC’s come together for the purpose of providing a single professional service. These organizations are most often regulated by specific boards, such as the Florida Bar Association. PA’s or PC’s are treated as small businesses under tax codes and limit a member’s personal liability for claims and debts.
The Next Step in Creating Your Business:
The next step is to incorporate your company. This is done by filing specific documents with The Florida Department of State. You will need to choose if you want to have an LLC or a Corporation. After your choice is made, you either file Articles of Incorporation (Corporation) or Articles of Organization (LLC) with the Florida Division of Corporations.
Articles of Organization
Every LLC must prepare Articles of Organization, which include the key components of the company, such as its name, address, the owners (called members), the people who run the company (called managing members), and its location.
After one year you will need to pay an Annual Report in which you may update information on members or change your Registered Agent if need be, among other things. There is a renewal fee of $138.75, which is paid when you file your Annual Report.
FILING FEES FOR AN LLC:
$ 125.00 Initial Filing Fee for Articles of Organization and Designation of Registered Agent
$ 30.00 Certified Copy (OPTIONAL)
$ 5.00 Certificate of Status (OPTIONAL)
A letter of acknowledgment will be issued free of charge upon registration. Checks are made payable to the Florida Department of State for the total amount of the filing fees and any optional certificate or copy.
A cover letter containing your name, address, and daytime telephone number should be submitted along with the articles of organization and the check. The mailing address and courier address are:
Mailing Address: Registration Section, Division of Corporations, P.O. Box 6327, Tallahassee, Florida 32314. (850) 245-6051
Street/Courier Address: Registration Section, Division of Corporations, Clifton Building, 2661 Executive Center Circle, Tallahassee, Florida 32301. (850) 245-6051
Articles of Incorporation
Every corporation in Florida requires Articles of Incorporation. The Articles are signed by the incorporator (the party who creates the corporation) and the registered agent (a registered agent is a person designated to receive paperwork in the event the company is sued) and they are filed with the Secretary of State’s Office through the Florida Division of Corporations.
Just like with an LLC, after one year you will need to pay an Annual Report in which you may update information on officers, directors, or change your Registered Agent if need be, among other things.
FILING FEES FOR A For-Profit Corporation is:
$35.00 Initial Filing Fee
$35.00 Designation of Registered Agent
$ 8.75 (plus $1 per page for each page over 8, not to exceed a maximum of $52.50). Certified Copy (optional)
$ 8.75 Certificate of Status (optional)
$150.00 Annual Renewal Fee (This is paid when you file your annual report. The first report is due in the year following formation. The report must be filed electronically online between January 1st and May 1st. After May 1st a $400 late fee is added to the annual report filing fee)
Checks are made payable to: Florida Department of State
Mailing Address: Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, Florida 32314. (850) 245-6052
Street/Courier Address: Department of State, Division of Corporations, Clifton Building, 2661 Executive Center Circle, Tallahassee, Florida 32301. (850) 245-6052
Select a Registered Agent and Registered Office
Florida requires that you designate a registered agent, also referred to as the “agent for service of process,” to handle legal correspondence for your business.
The registered office is the address where the registered agent is located during normal business hours. The registered office address must be a Florida street address. A post office box is not acceptable. The registered agent may be an individual or another business entity with an active Florida filing or registered with the records of the Florida Division of Corporations.
Fictitious Names:
If you chose to register a fictitious name you must register with the Department of State, Division of Corporations, which can be completed online for new registrations. Fictitious names are valid for 5 years and expire on December 31st of the fifth year. Additionally, a Fictitious Name filing does not mean there is a presumption of your right to own or use the name registered nor does registration reserve a fictitious name against future use. To file a fictitious name, the first step is to fill out a Fictitious Name Application.
Once you register your fictitious name, you will need to publish a legal notice with a local newspaper. You can choose to publish a notice with:
Broward Daily Business Review, 633 South Andrews Ave., Ft. Lauderdale FL, 33301 Attn: Legal Notice Dept.
Phone: (954) 468-2600 / Fax: (954) 468-2630
Next, you will need to File Documents With The IRS:
Almost all Broward businesses have An EIN (an Employer Identification Number). You obtain an EIN (some people call it a "Tax I.D. Number") from the IRS by filling out an SS-4 Form (you can learn about an EIN and apply on-line for one by going here). The EIN Form is available here, which includes instructions on how to fill in the form.
Small Business Election Form
Most small businesses elect to become an S Corporation. S Corporations are corporations that elect to pass corporate income, losses, deductions and credits through their shareholders for federal tax purposes. In order to become an S Corporation, the corporation must submit this form. This link takes you to a page from the IRS with instructions on how to fill out the form (Form 2553) and includes an address, and fax number, for where the form needs to be sent for filing.
Next, Are Agreements Governing The Owners of Your Corporation or LLC
If you choose to open an LLC:
An Operating Agreement is vital to the day-to-day operation of an LLC. An Operating Agreement is a contract that is used to govern fundamental business matters and sets forth the relationships between members, managers, or manager members and the LLC.
If you chose to open a Corporation:
If a corporation has more than one shareholder, you should also draft a Shareholders’ Agreement. A Shareholders Agreement is an agreement among 2 or more shareholders who wish to govern a multitude of circumstances and it flushes out the shareholder’s responsibilities to each other, such as how they will vote their share or how they will handle the death of one shareholder.
Notes Related to Corporations:
Once your corporation is in existence and you have a Tax I.D number, you should know that an organizational meeting is required.
- If initial directors are named in the articles of incorporation, the initial directors are required to hold the organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.
- If initial directors are not named in the articles, the incorporators are required to hold the organizational meeting at the call of a majority of the incorporators to elect directors and complete the organization of the corporation or to elect a board of directors will complete the organization of the corporation.
- An organizational meeting, which may be held within or outside of Florida, is required to be held pursuant to at least three days' notice thereof to each director or incorporator so named, stating the time and place of the meeting.
- In lieu of an organizational meeting, the actions required or permitted to be taken at such a meeting may be taken without a meeting, if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or director.
- Corporations should also have By-Laws, which govern much of the administration and regulation of the corporation’s affairs.
Last Step - Licenses:
The next step in the evolution of your business is to obtain the required licenses. The State of Florida, Broward County and your individual City will require you to obtain a Business Tax Receipt or an Occupational License. Other licenses may be needed to conduct business, including federal licenses (For example, if you sell firearms). Additionally, you need to be aware of several other related issues, including sales and use tax collection, workers' compensation, and Broward County's tangible tax, all of which you can learn about below.
State Licenses:
The State of Florida through numerous state agencies requires licenses for over 200 occupations including Medical Professionals, Insurance and Real Estate Agents, and many more. To find out whether your occupation requires a state license you may click the link below.
Broward County Licenses:
Broward County requires all businesses to apply for a Local Business Tax Receipt formerly known as an Occupational License. Below you will find the link to the application as well as instructions for the application process.
Broward County Application for a local Business Tax Receipt (Formerly Known as Occupational License)
Classification Codes for Business Tax
Broward County Hunting and Fishing Licenses
City Licenses:
Each individual city also requires all businesses to apply for local Business Tax Receipts formerly known as an Occupational License. Below you will find the link to all of the cities in Broward County, the application for Business Tax Receipts, as well as instructions for the application process.
West Park - In-person only (1965 South State Road 7, West Park, FL 33023)
Federal Health Department Licensing Information:
If you open, own, or operate a restaurant, hotel, or other foodservice business, you must comply with health regulations. For more information, visit the Florida Department of Business and Professional Regulation
ADDITIONAL REQUIREMENTS FOR OPERATING A BUSINESS IN BROWARD COUNTY:
Sales and Use Tax Application:
If you are operating a business that collects sales tax then you will be required to fill out this application. Who must register? Find the answer to that question along with links to any forms you will need by clicking the URL below.
Business Owner’s Guide for Sales and Use Tax
Broward County Tangible Personal Property Tax
Under Florida Statute 193.052, the Broward County Property Appraiser’s Office sends all businesses in Broward County a tax bill for all tangible personal property located in the county and used in the operation of a business. Tangible personal property is everything that is not real estate. It includes the following:
- Any equipment, fixtures or furniture used in a business or for a commercial purpose (Tools and computer equipment, machinery, office equipment, supplies, leasehold improvements, leased equipment, signage, and any other equipment used in a business)
- Leased equipment
- Furnishings and appliances in a rental property, owned by the real property owner
- Any attachments made to a mobile home or manufactured housing in a rental park
To Learn More, Go To: Broward County Tangible Personal Property Tax
Federal Income Tax Withholding and Social Security Tax
Employers must withhold from the salaries of their employees for federal tax purposes. They must also pay Social Security taxes. For more information, visit the Internal Revenue Service Internet site at: www.irs.gov
Federal Unemployment Tax
Most businesses with one or more employees must contribute to a federal fund that pays unemployment insurance to workers who have been laid off. For more information, visit the Internal Revenue Service Internet site at: www.irs.gov
Zoning
Business owners must make sure that the business they want to conduct is permitted on the property where the business will be located.
Broward County Planning Department
New Employee Hire Reporting Requirements
Federal and State law requires employers to report all new/rehired employees who work in the State of Florida to whom the employer anticipates paying earnings. Employees should be reported even if they work only one day and are terminated. This reporting requirement is part of the Personal Responsibility and Work Opportunity Act of 1996. For more information, visit the Internet site:
https://floridajobs.org/business-growth-and-partnerships/for-employers/report-new-hires
Opening A Bank Account
You will want a bank account for your company. This is required for a corporation or LLC. You will need your EIN (business tax ID Number), Articles of Incorporation or Certificate of Incorporation, Corporate Resolution identifying authorized signers if officer names are not listed on Articles of Incorporation or Certificate of Incorporation.
Workers’ Compensation
You may be required by law to have workers' compensation. Please see the links below for more information and to find out if you are exempt from having to carry this insurance.
Florida Division of Workers’ Compensation
FREQUENTLY ASKED FEDERAL TAX QUESTIONS:
The IRS has some great resources, click this link to see their frequently asked question resource.
FREQUENTLY ASKED CORPORATION AND LLC QUESTIONS
The Florida Division of Corporations has an extensive page of frequently asked questions. Go here to learn more.
The information on this page is a general overview and is for educational purposes and should not be used as legal advice. We urge you to seek the advice of an experienced Broward County Attorney if you have specific questions or if you plan on doing business in Broward County.
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