Online Incorporation MaxBlog

Naming your business may be easier said than done. When considering what to name the business, keep in mind that it should be short, easy to remember, and related to what your business does.

The process of naming a business involves various steps depending upon the entity type, some of which require approval from local and state authorities. MaxFilings, the online incorporation service , assists entrepreneurs with this process.

Below is a brief summary of business name requirements for the various business entities:

Sole Proprietorships and Limited Partnerships

No formal process required. Each is considered to operate under the name of the owner or partners. If the business will operate under another name, a fictitious name or a “doing business as” (DBA) affidavit is required in most jurisdictions. This informs local government and the public that the business is operating under an assumed name and indicates who the owner(s) are.

Limited Liability Companies and Corporations

These entities require a more formal process. The name is established when articles of organization are filed with the secretary of state. If the name is already in use, the articles will be rejected. However, calling the secretary of state’s office beforehand or using an online incorporation service such as MaxFilings can prevent such a delay.

Similar rules exist for both LLC’s and corporations. The name for a LLC is required to include “Limited Liability Company”, “LLC”, or some phrase indicating the business is an LLC. Terms such as “Corporation”, “Incorporated”, “Corp.”, “Inc.” or some phrase to indicate the business is a corporation. State statutes identify which terms can be used.

It has been documented on this incorporation blog and in the Knowledge Center at MaxFilings that an operating agreement, while not required in many states, is necessary for even solely owned/operated limited liability companies.

Creating an operating agreement for a LLC can be more time-consuming than for a corporation since state laws governing an LLC are much more flexible. Many of the issues the operating agreement addresses are already detailed in law for corporations.

Therefore, it is important to know what should be included when meeting with your attorney to draft an operating agreement for your LLC. In general, an operating agreement needs to include ownership percentages, management, voting, allocation of profits/losses, distribution, members’ rights/responsibilities, ownership changes, and amendments/dissolution.

Be aware of the elements needed in any operating agreement when forming your LLC with MaxFilings online incorporation center. LLC Operating Agreement - What Should be Included? addresses the general elements needed for an LLC Operating Agreement.

MaxFilings is pleased to announce online ordering of Kit, Seal & Sample Forms for Limited Liability Companies (LLCs), non-profit, and profit corporations as well as professional LLCs and professional corporations.

In addition to convenient online business incorporation, with no obligation and at your leisure, you now have the same convenience when ordering Kit, Seal & Sample forms for your company.

MaxFilings Corporate and LLC Kit, Seal & Sample forms contain sample documents that assist business owners in complying with state rules. These include annual meeting minutes, corporate by-laws, customized agreements for shareholders, and plans for election of officers and directors, to name a few.

And while rules for LLCs are not as strict as they are for corporations, they are advised to maintain accurate records and hold periodic meetings. Certificates must be issued to LLC members and a record of the owners must be maintained.

Kit, Seal & Sample form kits available online at MaxFilings are very affordable, with pricing starting at $80. To view more information and pricing options, select a specific product and click “order/view pricing”:

Kit, Seal & Sample Forms - Corporation
Kit, Seal & Sample Forms - LLC
Kit, Seal & Sample Forms - Nonprofit Corporation
Kit, Seal & Sample Forms - Professional LLC
Kit, Seal & Sample Forms - Professional Corporations

Even though an operating agreement is not required for an LLC in all states, you might consider it necessary. Even for a solely owned LLC, the operating agreement helps solidify your limited liability status. For LLCs with multiple members, an operating agreement pre-addresses many issues that could arise, from management to money issues.

If you do not have an operating agreement and a dispute arises between two members of the company, default rules apply which are established by the state. And which do you think is better, operating under the rules you wrote - or those of the state? Any entrepreneur should read Is An Operating Agreement Necessary for an LLC? for a closer look at this important issue.

Articles of organization must be filed with the appropriate state to form an LLC. While an operating agreement does not have to be filed, it is an important document that should set forth

the members rights and responsibilities….Incorporation Knowledge Center

In some states, only professionals (required to have licenses to do business) are allowed to form a Limited Liability Partnership and, in addition, some states have special insurance requirements. Limited Liability Partnerships are similar to LLC’s ….Incorporation Knowledge Center

Why should you form an LLC in Florida?

Business choose Florida as one of the top few states to incorporate. Florida has become one of the most desirable states in the country in which to conduct business. The State consistently leads the nation in new business incorporations. With one of the largest supplies of business parks, an advantageous business tax system, transportation availability, 14 foreign trade zones, an abundance of electrical power, and a large population of skilled human resources, Florida provides everything that a business requires to function.

New businesses are registered in Florida each year. Most of these businesses are incorporated as Florida corporations. In 1997, over 100,000 new Florida corporations were formed. The number of businesses that registered as limited liability companies, on the other hand, were less. There was only a little over 2000 Florida LLCs in 1997.

The substantial difference in the number was due to Florida’s LLCs laws. A 5.5% income tax was applied to every Florida LLCs. In addition, start up fees for forming an LLC in Florida is higher than incorporating as a Florida corporation.

The LLC law was changed in 1998. 5.5% income tax was eliminated. LLCs start up fees were lowered. Interests earned in LLCs were protected from any claims filed by creditors. This drastic change in the Florida LLCs law has prompted a increase in the number of businesses registration as LLCs.

Should you form an LLC or incorporate and elect an S Corporation?

An S Corporation eliminates double taxation. However, the S Corporation does not have the flexibility of an LLC in regard to the allocation of income to its members.

An LLC may have an unlimited number of members. However, ownership in an S Corporation is limited to no more than 35 shareholders. Further, an S Corporation cannot have shareholders who are C Corporations, other S Corporations, certain trusts, LLCs, partnerships or nonresident aliens.

LLCs are permitted to own subsidiaries without restriction, while S Corporations are not allowed to own 80% or more of another corporations shares.

You can use our guaranteed services to form a corporation or form an LLC, and save a substantial amount of money you would otherwise pay an attorney. However, if you need legal or financial advice as to the type of corporation or LLC that would best suit your business needs, consult your attorney or financial advisor.

Forming a Florida Limited Liability Company (LLC)

General Incorporation Requirement to form a LLC:

A LIMITED LIABILITY COMPANY is a hybrid form of business entity combining some of the attributes of a corporation with the status of a partnership.

Any entity that transacts business in Florida as a limited liability company is required by Florida Statutes to file Articles of Organization or an application for authorization with the Division and pay the filing fee. These documents must be typewritten or printed legibly in the English language. The professional advice of your legal counsel to ascertain exact compliance with all statutory requirements is strongly recommended.

All limited liability companies must file a Uniform Business Report with the Division each year between January 1 and May 1 and pay the filing fee. Failure to file will result in administrative dissolution of the limited liability company or loss of authorization to transact business in Florida as a foreign limited liability company.

Detailed Information on Forming a Florida LLC

FORM A FLORIDA LLC NOW

Florida Division of Corporations serves as the central agency for registering and incorporating your choice of business entities. You can incorporate with the Divisions yourself or or shop various online business incorporation services. The filing fees for these services vary. Form an LLC - So do your comparison shopping to find the best prices. But if you’d rather incorporate by yourself, the best place to start is: Florida Divisions of Corporations.

At the Florida Divisions of Corporations web site, you will find resources for starting and registering your business. The site will also give you information on self-incorporation. There may be a minimal service charge to incorporate with the Divisions.

Types of Business Entities and Other Incorporation Terms:

Florida Divisions of Corporations: Business Entities

The following summary of the Division of Corporations’ role, and descriptive list of the type of filings and registrations for which it is responsible, will help you determine if the Division provides the particular type of information or service you desire.

The Division of Corporations is a ministerial filing agency which serves as the statewide central repository for business entity filings and annual reports, the statewide central filing office for judgment lien filings, and the statewide central registration office for fictitious names, trademarks and service marks. The Division is also the resource for information contained in these records.

A corporation is a legal entity, created by statute (i.e. the state) with all the rights, privileges and responsibilities of a natural person; possessing the attributes of limited liability, centralized management, continuity of life and fee transferability of interest.

A for-profit corporation is a corporation created for the purpose of conducting business in the widest sense of the term. In Florida, such a corporation may be organized generally under Chapter 607 but may take on special attributes as prescribed by other subservient chapters.

A not-for-profit corporation is a corporation created for religious, charitable, or educational purposes which are generally formed under Chapter 617 but may take on special attributes as prescribed by subservient chapters.

A foreign corporation is a corporation authorized by any jurisdiction other than Florida, to transact business.

An alien corporation is any corporation authorized by any jurisdiction other than; the United States, any state, the District of Columbia, Puerto Rico, Guam or any possession or territory of the United States, to transact business.

A partnership is an association of two or more persons to carry on a business for profit as co-owners. General Partnership: An association of two or more partners each as a general partner with full status of unlimited personal liability and managerial control. Limited Partnership: An association of one or more general partners and one or more limited partners with limited liability and little or no managerial control (i.e. investors only).

A fictitious name is any name other than an individual’s legal name. Registration of that name is required if it is used in business in order to inform the public of who is actually conducting business.

A limited liability company is a hybrid form of entity combining some of the attributes of a corporation with the association tax status of a partnership.

A Trademark or Service Mark is a name or logo adopted by a person or entity to identify the source of a particular product or service provided in commerce. It is distinguished from a fictitious or corporate name in that it must meet a high standard of creativity and originality than do such trade names.

Federal Tax Liens, as authorized by federal law, are required to be filed in the state or local office designated for lien filings. The Division is responsible for filing liens against business entities, estates and trust. The counties record personal real estate liens.