Florida offshore company formation

It is fairly easy to form a corporation in Florida. Below is the step-by-step guide on how you can register a corporation with the Florida government.

1. Find a suitable name for your Florida corporation

Your Florida corporation must have a unique name. You can perform a quick namecheck on the FL Division of Corporations website.

The word "Corporation," "Incorporated," or "Company," or the corresponding abbreviation "Corp.," "Inc.," or "Co." must appear in your company's name.

2. Choose a Registered Agent for your Florida Corporation

Every corporation in Florida is required to have a registered agent. This agent is in charge of handling legal papers and documents on behalf of the corporation. If you are looking for a certified registered agent in Florida, check out Florida company formation at One IBC Group.

3. Prepare and file the Florida Articles of Incorporation

In order to form a corporation in Florida, you need to file the Articles of Incorporation form with the Florida Division of Corporations. In that form you need to provide the following information:

• Corporation's name, principal office address, and its purpose
• Registered agent detail information
• Number of shares corporation is authorized to issue
• Initial officer and director names and addresses
• Incorporator name and address

4. Comply with Florida legal requirements

After you successfully formed a corporation in Florida, you need to meet some legal requirements of the state, such as issuing stock, applying for licenses and permits, obtaining an EIN, or designating a Board of Directors.

Florida is considered a tax-friendly state as it does not impose individual income tax and has an overall low corporate tax rate. Here is what you should know about some types of taxes in Florida.

There are two types of corporations in Florida: C-Corporation (C-Corp) and S-Corporation (S-Corp). Out of all business structures, only C-Corp is required to pay Florida corporate income tax. The tax rate alters a little depending on when your C-Corp is registered, particularly:

• Before 01/01/2019: 5.5% of corporate income tax rate
• Between 01/01/2019 and 12/31/2021: 4.458% of corporate income tax rate
• Between or after 01/01/2022: 5.5% of corporate income tax rate

S-Corps, on the other hand, are not subject to corporate income tax as they are pass-through entities. Limited liability company (LLC), Partnership, and Sole Proprietorship are also pass-through entities. This means the taxable income of the business is passed through to the individual shareholders, and each shareholder is subject to federal tax on their share of the business income.

Furthermore, all businesses are required to pay other types of business taxes aside from corporate income tax in Florida, namely: Estimated tax, Self-Employment Tax, Employment Taxes, or Excise Tax.

Florida does not have a state-level capital gains tax for individuals or corporations. This is due to the fact that there is no state income tax in Florida, so capital gains do not incur any taxation at the state level but are always subject to federal tax through the IRS.

Federal taxes on capital gains depend on the holding period and the taxpayer's income bracket. The IRS categorizes capital gains into two types:

1. Short-term capital gains: Gains derived from an asset held for one year or less are taxed as ordinary income, that is, like federal income tax and currently falling within a 10% to 37% spectrum based on the total taxable income of the taxpayer.
2. Long-term capital gains (assets held for more than one year) are taxed at preferential federal rates, typically 0%, 15%, or 20%, depending on taxable income:
• 0% Rate: Applies if your taxable income is up to $47,025 for single filers or $94,050 for married couples filing jointly.
• 15% Rate: Applies if your taxable income is between $47,025 and $518,900 for single filers, or between $94,050 and $583,750 for married couples filing jointly.
• 20% Rate: Applies if your taxable income exceeds $518,900 for single filers or $583,750 for married couples filing jointly.

Additionally, the Net Investment Income Tax (NIIT) of 3.8% may apply to individuals with modified adjusted gross income (MAGI) exceeding $200,000 (single) or $250,000 (married joint).

Since Florida does not levy capital gains taxes, it is often a favorable jurisdiction for business owners, investors, and retirees looking to reduce their overall tax burden.

Limited Liability Company (LLC) and S Corporation are two most common types of business structure in Florida. Here are the tax return filing requirements for both types.

1. Florida S Corporation tax return filing requirements

• Form an S Corporation in the state of Florida.
• Submit Form 2553 to the Internal Revenue Service (IRS).
• File an annual report by May 1st. The report has a filing fee of $150.
• Depending on the company's annual net income, pay franchise taxes to the state of Florida by the last day of the fourth, sixth, ninth, and twelfth months.
• Shareholders receive a Schedule K-1 from the S corporation.

2. Florida LLC tax return filing requirements

LLC in Florida is not required to file a tax return. Its income passes through to its members, who subsequently pay individual income taxes on their shares. For this reason, there are no tax return filing requirements for LLCs in Florida.

However, LLCs can be treated as other business entities such as Corporation, Partnership, or Sole proprietor for tax purposes. If the LLC files its federal income tax return as one of those entities, it needs to follow the same process of the entity it is chosen to be taxed as.

A Limited Liability Company (LLC) is among the best choices for small businesses in Florida. Below is the step-by-step guide on how to create an LLC in Florida.

1. Find a suitable name for your LLC in Florida

Your Florida LLC must have a unique name. You can perform a quick namecheck on the FL Division of Corporations website.

The phrase “limited liability company,” or one of its abbreviations (LLC or L.L.C.) must appear in your business name.

2. Choose a Registered Agent for your Florida LLC

Every LLC in Florida is required to have a registered agent. This agent is in charge of handling legal papers and documents on behalf of the company. If you are looking for a certified registered agent in Florida, check out Florida LLC formation with One IBC Group.

3. Prepare and file the Florida Articles of Organization

In order to create an LLC in Florida, you need to file the Articles of Organization form with the Florida Division of Corporations. In that form you need to provide the following information:

• LLC's name and its principal office address
• Registered agent detail information
• LLC's members' names and addresses .
• If not the date of filing, LLC's effective date (optional).

4. Comply with Florida legal requirements

After you successfully create an LLC in Florida, you need to meet some legal requirements of the state, such as preparing an Operating Agreement, obtaining an EIN, or filing annual reports.

Depending on the industry you register for your business, you may be required to obtain a business license in Florida. To make sure if you need a business license or not, you can check with Florida’s Department of Business & Professional Regulation (DBPR) or Department of Agriculture and Consumer Services (DACS) for more information.

There are some requirements for your business in order to obtain a business license in Florida, such as Valid Federal or State Registration, Proof of Education, Background Check, and Tax Information. After you submit your application with the mentioned requirements, you need to pay for the filing fee. It generally costs less than US$100 for most of the business licenses in Florida.

Once you have obtained your business license, you are ready to start operating lawfully in Florida. However, some licenses for specific industries require to be renewed in a fixed period of time. In case your business license demands renewal, you should pay for it before the expiration date to avoid legal issues.

Read more: U.S. Business licence registration and Business licence requirements

Each year, your business is required to file a Florida company annual report to validate or amend your company's information on the state's records. This contains information about your company's management or membership, your company's principal office and mailing addresses, as well as information about your Florida registered agent.

The cost to file an annual report in florida depends on your business structure, particularly:

• Profit corporation: $150
• Non-profit corporation: $61.25
• Limited liability company: $138.75
• Limited partnership or limited liability limited partnership: $500

The due date for Florida company annual report is May 1st. A $400 late fee is assessed if you file after that day. Non-profit organizations, on the other hand, are exempt from paying this fee.

The fastest and most efficient way to file your Florida company annual report is via the Florida Secretary of State’s website. You need to provide:

• Florida Department of State’s Document Number
• Entity name
• Federal Employer Identification Number (FEIN)
• Principal names and place of business address
• Registered agent’s detail information
• Valid credit/debit card, check, money order

All businesses wishing to incorporate in Florida must file a business Articles of incorporation with the Florida Department of State. The articles of incorporation is the document that certifies a business’s incorporation in Florida.

In order to submit your Florida business articles of incorporation, you are required to fill in these information beforehand:

1. Corporate name
2. Principal address
3. Capital stock
4. Registered Agent information
5. Each Incorporator’s name and address

Once you have finished your incorporation in Florida, within 10 to 15 business days, you should receive a copy of your articles of incorporation in Florida. The processing time is approximately seven days, after which you must allow time for the copy to be mailed. There is an option for expedited service, but it is only available in person.