Florida — Registration & Annual Compliance

Florida recognizes several principal business entity types, each governed by a specific statute:

• Corporation (for-profit): Formed under Chapter 607, Florida Statutes, by filing Articles of Incorporation with the state.
• Limited Liability Company (LLC): Formed under Chapter 605, Florida Statutes, by filing Articles of Organization.
• Nonprofit Corporation: Formed under Chapter 617, Florida Statutes, via nonprofit Articles of Incorporation.
• Limited Partnership (LP): Formed under Chapter 620, Florida Statutes, with a Certificate of Limited Partnership.
• Limited Liability Limited Partnership (LLLP): An LP that elects LLLP status under the same statute.
• General Partnership (GP): Recognized by agreement and may optionally file a Partnership Registration Statement (§ 620.8105, F.S.).
• Limited Liability Partnership (LLP): A GP that files a Statement of Qualification (§ 620.9001, F.S.) and is governed under Chapter 620.

All domestic (Florida-formed) filings are administered by the Division of Corporations in the Florida Department of State. The Division processes Articles of Incorporation, Articles of Organization, and partnership filings as required by the relevant statute. The same office also receives applications from foreign (out-of-state) entities seeking authority to transact business in Florida.

For each entity type, the process and requirements are set by the applicable statute and the formation document specified within it. Practitioners should use the precise form called for in the statute and file it with the state Division of Corporations, paying the applicable statutory fee.

Source: Fla. Stat. § 605.0102, Fla. Stat. § 607.0202, Fla. Stat. § 617.0202, Fla. Stat. § 620.1201

A foreign limited liability company (LLC)—meaning an LLC formed in a state other than Florida—must register with the Florida Division of Corporations before transacting business in Florida. This process is called foreign qualification and is governed by Fla. Stat. § 605.0902.

Application requirements:

• Application Form: The foreign LLC must file the "Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida." The application must set forth (among other data) the LLC’s name, principal office address, jurisdiction of formation, and registered agent in Florida. The official form is provided on Sunbiz and must comply with the statute.
• Certificate of Existence (Good Standing): The LLC must submit a certificate of existence (sometimes called a certificate of good standing) issued by its home-state filing office, dated within 90 days of the application. The Sunbiz instructions reference an original, recent certificate, but do not expressly prohibit copies as of June 2024.
• Registered Agent: The LLC must appoint a registered agent with a street address in Florida and provide the agent’s written acceptance, per Fla. Stat. § 605.0113.

Filing fee: The fee for foreign LLC qualification in Florida is $125 (broken down as $100 application fee plus $25 registered agent designation fee). Payment is made to the Florida Department of State, Division of Corporations. Source: Sunbiz LLC Fees.

How to file: Applications can be submitted online through Sunbiz or by mail. The official portal and mailing instructions are set out by the Division of Corporations.

Consequence of transacting before qualifying: Failure to register as a foreign LLC in Florida may lead to the imposition of civil penalties and prevents the entity from maintaining lawsuits in Florida courts until qualified (see Fla. Stat. § 605.0904).

After qualification: Once registered, foreign LLCs must comply with Florida's annual report and fee requirements (these mirror the domestic LLC obligations), per Fla. Stat. § 605.0212.

Source: Fla. Stat. § 605.0902, Fla. Stat. § 605.0904, Fla. Stat. § 605.0212, Florida Division of Corporations — LLC Fees, Sunbiz — Foreign LLC Authorization Instructions (PDF)

Every Florida business entity—whether domestic (formed in Florida) or foreign (formed elsewhere and registered to do business here)—must continuously maintain a registered agent and a registered office in the state. The registered agent is the official recipient of service of process, legal notices, and state correspondence.

Statutory requirement:

• For corporations, Fla. Stat. § 607.0501 requires a registered agent and registered office at a physical street address in Florida. The agent can be an individual Florida resident, a Florida business entity authorized to act as agent, or a foreign entity authorized to do business in Florida, but in all cases the address must be in-state.
• For LLCs, Fla. Stat. § 605.0113 imposes a parallel requirement with the same residency and address rules. Foreign entities also must select a registered agent as a condition of qualification.

Agent acceptance and availability:

• The designated agent must sign a written acceptance of their appointment. This is included in most Division of Corporations forms (formation, qualification, or agent-change filings).
• Florida law (Fla. Stat. § 48.091) requires that the registered office be open for service of process between 10 a.m. and 12 noon every business day (excluding holidays), with the agent or their representative present. The registered office must display the name of the entity and the agent, legibly and in a conspicuous place. Failure to comply may render service ineffective and risks administrative penalty.

Duties and consequences:

• The registered agent’s primary duty is to accept service of process and official communications, forwarding them to the entity. If the agent or office changes, the entity must file a Statement of Change of Registered Agent or Office with the Division of Corporations, either separately or through the next annual report for most entity types. Failure to maintain a valid agent or registered office is grounds for administrative dissolution or revocation of authority for both domestic and foreign entities.

The registered agent requirement and its statutory framework apply equally to both domestic Florida entities and foreign businesses qualified to transact in Florida; no carve-outs exist in primary authority as of June 2024.

Source: Fla. Stat. § 607.0501, Fla. Stat. § 605.0113, Fla. Stat. § 48.091

Every business entity formed in Florida (domestic) or registered to do business in Florida from another state (foreign) is required to file an annual report with the Florida Department of State, Division of Corporations, to maintain active status. This applies to most entities organized under Chapters 605 (LLC), 607 (corporation), 617 (nonprofit), and 620 (limited partnerships/LLLPs) of the Florida Statutes, with the annual specifics implemented by the Division on Sunbiz.org.

Who must file:

• All domestic and foreign LLCs, for-profit corporations, nonprofit corporations, limited partnerships (LP), and limited liability limited partnerships (LLLP) must file.

Filing window and deadline:

• The annual report filing period opens January 1 and closes on May 1 each calendar year. This May 1 deadline is set by the Division's published guidance and applies to all covered entities—domestic and foreign alike.

Method:

• All annual reports must be filed online via Sunbiz.org. Paper filings are not accepted for routine annual reports as of 2025.

Filing fees (2025, per Division guidance):

• LLC (domestic and foreign): $138.75
• For-profit corporation: $150
• Nonprofit corporation: $61.25
• LP and LLLP: $500 (the fee is identical for both listed types under the Division's 2025 schedule)
• These amounts are reviewed and may be changed by the Division each year—always confirm current figures on the Division's fee schedule.

Late fee and loss of good standing:

• A $400 late fee is imposed if the report is not received by May 1. This fee is set by the Division, not directly by statute. Entities that have not filed by the third Friday in September are administratively dissolved (domestic) or revoked (foreign), losing authority to transact business in Florida. The precise cutoff date for administrative dissolution/revocation is published each year by the Division.

Consequences:

• Loss of active status suspends legal authority to transact business, exposes the entity to penalties, and may prevent it from maintaining lawsuits in Florida until reinstated. Reinstatement after dissolution requires catching up on missed filings and paying additional fees.

What the report covers:

• The annual report updates principal office address, registered agent, and basic management information. It is not a financial report and does not list revenue or income.

Source: Fla. Stat. § 605.0212, Fla. Stat. § 607.1622, Florida Division of Corporations — Fee Schedule (2025)

To form a domestic limited liability company (LLC) in Florida, the organizer must file Articles of Organization with the Division of Corporations in the Department of State. Statutory requirements are outlined in Fla. Stat. § 605.0201 and § 605.0202, but the details of fees, forms, and administrative steps are set by the Division and published on Sunbiz.org.

Filing process:

• The required filing is the "Articles of Organization for Florida Limited Liability Company," currently designated as Form CR2E047 (as of June 2024). This form is available for online submission or download from the Sunbiz portal.
• The Articles must list:
• The name of the LLC, complying with the distinguishability requirements of § 605.0112.
• The principal office and mailing addresses.
• The name, street address, and written acceptance of the Florida registered agent.
• The names and addresses of each person authorized to manage and control the LLC.
• Any other provisions the company wishes to include. (See Fla. Stat. § 605.0201(2).)

Fees (current as of June 2024):

• $100 for filing the Articles of Organization.
• $25 for registered agent designation.
• Optional: $30 for a certified copy and $5 for a Certificate of Status. The most common minimum filing cost is $125.
• Fees are set by the Division, not statute, and change periodically—always confirm the current schedule on Sunbiz.org.

Processing and recognition:

• Upon acceptance, Sunbiz automatically issues an official acknowledgment letter. A Certificate of Status is issued if specifically requested and paid for at the time of filing.
• The Articles may specify a delayed effective date up to five business days after filing; otherwise, the LLC is organized upon filing (Fla. Stat. § 605.0207).
• Without valid Articles or payment of the required fee, the LLC is not legally formed in Florida.

For current forms and fee schedules, always consult Sunbiz before filing.

Source: Fla. Stat. § 605.0201, Fla. Stat. § 605.0202, Florida Division of Corporations — LLC Forms and Fees

Any business entity—domestic or foreign—that will make taxable sales or employ workers in Florida must register with the Florida Department of Revenue (DOR) to obtain a state tax account. This registration is distinct from organization or qualification with the Division of Corporations: it covers tax obligations such as sales and use tax collection and the state reemployment (unemployment insurance) tax required of Florida employers.

Who must register:

• Any entity (LLC, corporation, partnership, etc.) making taxable sales or leasing tangible personal property in Florida must register for sales and use tax.
• Employers with Florida-based workers—even if only one—must register for reemployment tax (Florida's version of unemployment insurance tax). Note: Florida does not require state income tax withholding; the employer tax registration is solely for reemployment tax, not wage withholding.
• Foreign entities operating in Florida must register under the same rules as domestic entities if they meet these thresholds.

Registration method:

• Entities register using the Florida Business Tax Application (Form DR-1), which covers sales/use tax, reemployment tax, and several other state-level taxes. The DR-1 is filed through the DOR's e-Services portal at floridarevenue.com. Paper DR-1 registrations are accepted, but electronic filing is strongly encouraged.
• The application prompts for information about business activities and enables integrated registration for all applicable state taxes (e.g., a business that both sells goods and will have Florida employees can satisfy both obligations in one registration step).

Effective timing:

• Registration must be completed before the entity makes its first taxable sale or pays wages to any Florida-based employee. There is no fee for the DOR registration itself, though penalties may accrue for failing to register before commencing required activities or for late filing of returns once registered.

Sales tax certificate:

• On approval, the DOR issues a Certificate of Registration for sales tax, which must be displayed at each Florida business location open to the public. Failure to post the certificate may lead to administrative penalties.

Employer account number:

• For reemployment tax, the DOR issues an Employer Account Number upon registration. Employers must use this number for all state reemployment tax filings. (This does not establish any state wage withholding account, as Florida does not administer personal income tax.)

For the next compliance steps in employment law—including new hire reporting, wage-and-hour rules, and terminations—see the dedicated Florida Employment Compliance guides, hiring and onboarding, and termination pages.

Source: Florida Department of Revenue — Business Tax Registration, DR-1 Florida Business Tax Application

All Florida employers—whether domestic businesses formed in Florida or foreign entities registered to do business in the state—must report newly hired and rehired employees to the Florida Department of Revenue's Child Support Program. This obligation is statutory and applies regardless of entity type (corporation, LLC, partnership, etc.), under Fla. Stat. § 409.2576.

Who and what must be reported:

• Every employer must report any new hire or rehire who is expected to work in Florida. This includes employees returning after a separation of at least 60 consecutive days. The statute defines a “rehire” as an individual who returns to work after a layoff, furlough, termination, or leave of absence, provided more than 60 consecutive days have passed without pay.
• The report must include the employee’s name, address, Social Security number, date of hire or rehire, and the employer’s name, address, and Federal Employer Identification Number (FEIN).
• The requirement covers all paid employees—no minimum threshold for part-time or temporary status. Both domestic and foreign employers with any Florida-based employee are subject to this rule, even if the company’s principal place of business is elsewhere.

Reporting deadline:

• Employers must submit a new hire report for each eligible employee within 20 calendar days of hiring (or rehiring). If using electronic or magnetic media, the report must be submitted in two monthly transmissions no fewer than 12 and no more than 16 days apart.

Reporting method:

• Reports may be filed online, by secure transmission, or by mail/fax using the designated form, as provided in guidance from the Department of Revenue. The employer’s FEIN is required for all reports.
• Entities that contract with a payroll provider remain ultimately responsible for compliance—delegation is allowed but does not relieve statutory liability.
• Multi-state employers may designate Florida as their reporting state for all new hires nationwide, provided they notify the federal Office of Child Support Enforcement as required by Fla. Stat. § 409.2576(4).

Purpose and consequences:

• The requirement exists to aid child support enforcement and reduce benefit fraud. Failure to report can result in civil penalties of $25 per unreported employee, or $500 per occurrence if part of a conspiracy between employer and employee.

Source: Fla. Stat. § 409.2576

A foreign entity (meaning any corporation, LLC, limited partnership, or other business entity formed under the laws of another state) must register with the Florida Division of Corporations if it is "transacting business" in Florida. The requirement to obtain a certificate of authority (for corporations) or to apply for authorization (for LLCs and partnerships) is triggered by the threshold of "transacting business," as set out in Florida Statutes.

Statutory basis:

• For foreign corporations, the relevant statute is Fla. Stat. § 607.1501.
• For foreign LLCs, the controlling section is Fla. Stat. § 605.0902(1), which echoes the corporation rule.
• For foreign limited partnerships, see Fla. Stat. § 620.1902.

What counts as 'transacting business'? Florida law provides a non-exclusive list of activities that do NOT, by themselves, constitute transacting business and therefore do NOT require registration. These include:

• Maintaining, defending, or settling a lawsuit;
• Holding meetings of directors or shareholders;
• Maintaining bank accounts;
• Selling through independent contractors;
• Soliciting or obtaining orders that require acceptance out of state before becoming contracts;
• Securing or collecting debts;
• Transacting in interstate commerce;
• Conducting a single, isolated transaction not part of repeated transactions.

However, the statutes do NOT expressly define every activity that does require qualification — the list is illustrative, not exhaustive. The threshold is met when a foreign entity regularly conducts business in Florida beyond the listed exemptions. Classic triggers include opening an office, employing staff, or having a physical presence in the state.

Risk of failing to qualify: A foreign entity "doing business" in Florida without authority may not maintain a lawsuit in Florida courts until it qualifies, and may be subject to civil penalties and back fees (see Fla. Stat. § 607.1502 for corporations and § 605.0904 for LLCs).

Entities on the edge—such as those hiring remote Florida-based employees or signing contracts for in-state work—should review both the statute and Division of Corporations publications, as agency application of these rules can shift. Florida adopts a similar "not doing business" safe-harbor list for all major entity types, and the primary statutes are closely aligned in language.

Source: Fla. Stat. § 607.1501, Fla. Stat. § 605.0902, Fla. Stat. § 620.1902

Before any entity is formed (domestic) or registered (foreign) in Florida, the applicant must ensure the business name is available, distinguishable from names already on record, and compliant with statutory requirements. The Florida Division of Corporations handles statewide business name registration and maintains the online Sunbiz database for name searches.

Distinguishability and statutory rules:

• For LLCs, Fla. Stat. § 605.0112 requires the name be distinguishable upon the records of the Division from any other registered name. The rule applies both to domestic filings and to names registered by foreign entities qualifying in Florida.
• For corporations, Fla. Stat. § 607.0401 imposes the same basic standard. The statutes require the name to contain a proper designator (such as "Corporation," "Incorporated," "Company," or abbreviations); LLCs must include "Limited Liability Company," "LLC," or similar abbreviation by statute. For limited partnerships and LLPs, similar rules apply under § 620.1108.
• Statutes do not expressly define how punctuation, articles, or plural forms affect distinguishability; they authorize the Division to determine whether a name is distinguishable. The Division may reject names it finds "deceptively similar," even if minor elements differ.

Prohibited terms and regulatory limitations:

• Statutory sections prohibit using misleading language, and certain terms (such as "bank," "trust," or "insurance") cannot be used unless the entity is appropriately licensed. The Division’s official forms and instructions reference this restriction and may require additional approval from other state agencies for regulated words.

Name availability search:

• The Division’s Sunbiz portal allows applicants to search names for all entity types. Performing a search is strongly recommended, but only actual Division review at time of filing is binding. The online database does not guarantee name approval.

Reservation process:

• Florida offers a name reservation process for entities not ready to file immediately. An "Application for Reservation of Name" (Form CR2E005) reserves a name for 120 days for a $25 nonrefundable filing fee. Applicants cannot renew during the reservation period, but may apply again once it expires (see instructions on the form itself).

Denial and re-filing:

• If the Division determines a name is not available or not compliant, they will notify the applicant and require a substitute name—no refund is provided for rejected filings or reservation applications.

Reference statutes and official Division guidance before submitting any filing, especially if using regulated words or for novel or borderline names.

Source: Fla. Stat. § 605.0112, Fla. Stat. § 607.0401, Florida Division of Corporations — Name Availability and Reservation, Sunbiz — Application for Reservation of Name (CR2E005)

A foreign corporation—meaning any corporation incorporated outside Florida—must secure a certificate of authority from the Florida Division of Corporations before it can legally transact business in the state. This requirement is governed by Fla. Stat. § 607.1501. The process has distinct statutory and administrative steps, and applies to all out-of-state corporations seeking to establish a Florida presence.

Application requirements:

• The application must include the corporation’s legal name, its jurisdiction of incorporation, its principal and Florida registered office addresses, and its registered agent for service of process in Florida. The statutory requirements for content are found in Fla. Stat. § 607.1503.
• The corporation must submit a certificate of existence (or good standing) from its home jurisdiction, dated within 90 days prior to filing. This timing window is specified by the Division of Corporations in its published instructions, not by the statute itself. Sunbiz (the state’s business portal) is the official source for the application form and requirements.

Form and submission:

• The "Application by Foreign Corporation for Authorization to Transact Business in Florida" form (as of June 2024, available directly from Sunbiz) is the required filing mechanism. Sunbiz supports both online and mailed filing options for this entity type, with detailed instructions on the Division’s site. If the official Sunbiz page is silent on a step or requirement, there is no separately published rule as of June 2024.

Filing fees:

• As of June 2024, the total fee to qualify a foreign corporation is $105: $70 for the application and $35 for designating a registered agent. Optional fees include $8.75 for a certificate of status and $8.75 for a certified copy. These fees are administrative, not set directly in statute, and the current figures are taken from the Division’s online fee schedule (always check for current rates before filing).

Failure to qualify:

• A foreign corporation that transacts business in Florida before qualifying cannot maintain a lawsuit in Florida courts until in compliance, and is subject to civil penalties and back filing fees. The statutory reference for these penalties is Fla. Stat. § 607.1502. Contract validity is not affected, and the corporation may still defend itself in court.

Once qualified, a foreign corporation must comply with Florida’s annual report and fee requirements in the same manner as a domestic Florida corporation. For full details on annual compliance, see /guides/florida/registration-and-annual-compliance#annual-report-deadline-fee-consequences.

Source: Fla. Stat. § 607.1501, Fla. Stat. § 607.1503, Fla. Stat. § 607.1502, Sunbiz — Foreign Corporation Authorization, Sunbiz — Fee Schedule

When a Florida domestic entity (such as an LLC or corporation) is administratively dissolved—or a foreign entity’s authority is revoked—for failure to file the annual report or maintain a registered agent, Florida law provides a statutory path to reinstatement. Both domestic and foreign entities must follow the Division of Corporations’ process, pay required fees, and correct the compliance failure to regain active status.

Statutory framework:

• Domestic Florida LLCs: Reinstatement is governed by Fla. Stat. § 605.0715. The LLC may apply for reinstatement at any time after administrative dissolution by submitting an application, together with all missed annual reports and fees, including a reinstatement fee. If the LLC’s name is no longer available, a new name must be adopted.
• Domestic corporations: Governed by Fla. Stat. § 607.1401 (dissolution) and § 607.1402 (reinstatement), with essentially parallel requirements: complete an application for reinstatement, address all deficiencies, and pay accrued fees and the separate reinstatement fee.
• Foreign entities: If authority to transact business has been revoked, the entity can apply for reinstatement by correcting the grounds for revocation and filing an application with the Division (see § 605.0907 for LLCs, § 607.1532 for corporations).

Required Forms and Filing Method:

• Reinstatement is completed online through the Sunbiz portal for most standard domestic and foreign entity types. Paper forms are also available for special cases (e.g., name change upon reinstatement). Each entity must clear all outstanding annual report obligations for missed years, pay overdue fees, and pay a reinstatement fee (typically $100 for LLCs; $600 for corporations—verify on the current fee schedule as rates change).
• If the registered agent has resigned or information is outdated, updated registered agent information is required as part of the application.

Reinstatement Effect and Limitations:

• Successful reinstatement restores the entity’s existence or authority retroactively to the date of administrative dissolution/revocation, as though it had never lapsed. This protects contractual and legal continuity, except as to actions taken in reliance on the dissolution.
• There is no statutory time limit for seeking reinstatement, unless the entity’s name has been adopted by a new filer. In that case, the old entity must select an available name upon reinstatement.
• Reinstatement does not waive penalties incurred before dissolution nor preclude the state from assessing past due taxes or fees.

Primary sources and process guidance:

• The Division’s Sunbiz portal maintains current forms, fee schedules, and detailed instructions. Always confirm steps and costs before filing, as statutory changes and administrative policy may affect requirements.

Source: Fla. Stat. § 605.0715, Fla. Stat. § 607.1401, Fla. Stat. § 607.1402, Florida Division of Corporations — Reinstatements

All Florida business entity filings, including domestic formation, foreign qualification, annual reports, amendments, and other record changes, are handled through Sunbiz—the Division of Corporations’ official online filing system. Understanding e-filing procedures, who may submit filings, and signature requirements under Florida law is essential for practitioners and business owners alike.

Portal access and registration:

• Most common entity filings on Sunbiz—including Articles of Organization or Incorporation, annual reports, amendments, and foreign entity qualifications—can be completed online without creating a Sunbiz user account. The system allows “guest” filing by entering the required information and submitting payment within a single session (Sunbiz, "File Online").
• Optional: Creating a free Filer Account allows users—such as law firms, corporate secretaries, or regular filers—to save filing drafts, track previous submissions, and manage payment information. Creating an account is not mandatory for routine filings but is helpful for managing multiple entities.

Who may file and required authority:

• Sunbiz does not assign entity-specific administrative roles: Anyone with the necessary information and payment method may submit a filing online. However, statutory signature requirements must still be satisfied. For domestic LLCs, the Articles must be signed by a member, manager, or authorized representative per Fla. Stat. § 605.0203. For corporations, the document must be signed by an authorized officer under Fla. Stat. § 607.0120.
• Sunbiz forms require the filer to enter the name and capacity of each signer. The electronic signature (by checking the certification box and submitting) is accepted as equivalent to a manual signature under Florida law (§ 605.0203, § 607.0120).

Electronic signatures and payment:

• Filings are authenticated by electronic certification. No additional documentation of authority is uploaded at the time of filing, but knowingly submitting a false filing carries penalties. The system displays confirmation once payment (credit card or e-check) is processed, and issues an official acknowledgment letter.
• Most Sunbiz submissions (as of June 2024) do not require notarization or upload of scanned signatures. Exceptions—such as some merger or dissolution filings—are identified in the Division’s instructions: these require manual review or supplemental documentation submitted by mail.

Practical notes:

• Maintaining accurate filer and entity email contacts is critical, as Sunbiz sends deficiency and status notices electronically.
• If a filing is rejected for an invalid or unauthorized signature, the Division will notify the filer to correct and resubmit; practitioners should review signature sections of the controlling statute for the specific entity type when delegating filing authority.

Up-to-date portal instructions are published on the Division of Corporations website. For specific signature rules, practitioners should consult the relevant statute for each entity type before filing.

Source: Sunbiz — File Online, Fla. Stat. § 605.0203, Fla. Stat. § 607.0120

Florida imposes reemployment tax (formerly unemployment tax) on most employers who pay wages to employees working within the state. The obligation to register arises under Chapter 443 of the Florida Statutes.

Who must register: An employer must register for Florida reemployment tax if it meets any one of the following tests — each derived from Fla. Stat. § 443.1215:

• General Employers: Any employing unit that in the current or preceding calendar year:
• Paid $1,500 or more in gross wages in a calendar quarter (§ 443.1215(1)(a)1.a); or
• Had at least one employee for some portion of a day in 20 or more different weeks, regardless of whether the weeks are consecutive (§ 443.1215(1)(a)1.b).
• Agricultural Employers: Must register if they employed 10 or more workers in at least 20 different weeks, or paid $20,000 or more in cash wages in any calendar quarter (§ 443.1215(1)(b)).
• Domestic Employers: Must register if they paid $1,000 or more in cash wages in any calendar quarter (§ 443.1215(1)(c)).
• Acquisition and Successor Liability: Any entity acquiring substantially all of another business already subject to reemployment tax is liable as of the acquisition date (§ 443.1215(1)(e)).
• Coverage by Federal Law (FUTA): If an employer is subject to the Federal Unemployment Tax Act, Florida law applies parallel coverage (§ 443.1215(1)(d)).

Certain nonprofit organizations and public employers are covered but may elect reimbursement instead of regular contributions (§§ 443.1216 and 443.1312). Tribal employers may also be covered. Some very small operations with no paid staff or those not meeting these wage or weeks thresholds are not required to register.

When and how to register:

• Registration must be completed using the Florida Business Tax Application (Form DR-1), available on the Department of Revenue’s e-Services portal or as a paper form. The DOR expects filing "within 20 days after the date you meet a liability condition" (per DR-1 instructions), though this timeline is DOR guidance and is not specified in statute.

Ongoing duties:

• Employers must file quarterly reemployment tax returns (Form RT-6) as long as their account is active, even if no wages are paid for a given quarter (§ 443.1316(1)).
• The registration requirement and ongoing reporting apply equally to both Florida-formed (domestic) and out-of-state (foreign) entities with Florida employees.

Penalties for noncompliance:

• Failure to register, timely report, or pay taxes can result in penalties, interest, and DOR-estimated assessments (§ 443.141(1)).

Source: Fla. Stat. § 443.1215, Florida DOR — Reemployment Tax Information, Florida Business Tax Application DR-1

A foreign limited partnership (LP) or limited liability limited partnership (LLLP)—that is, a partnership formed under the laws of another state—must qualify with the Florida Division of Corporations before transacting business in Florida. The primary statute governing this requirement is Fla. Stat. § 620.1902.

Application requirements:

• A foreign LP/LLLP must file an "Application by Foreign Limited Partnership for Authorization to Transact Business in Florida" (form provided on Sunbiz). The application must contain the partnership’s name, jurisdiction of formation, registered agent/office in Florida, principal office address, and any alternate names if the original is not available for use in Florida.
• A certificate of existence (or good standing) from the home-state filing office, dated within 90 days prior to submission, is required. This is demanded by Sunbiz instructions, not the statute’s text itself.
• The application must designate a registered agent in Florida and include the signed acceptance of that agent as required by Fla. Stat. § 620.1115(1).

Filing fee:

• As of June 2024, the Sunbiz-published fee is $965: $500 for the application and $465 for the designation of a registered agent. Additional optional fees include $52.50 for a Certificate of Status and $52.50 for a certified copy. (These amounts are set administratively; always confirm on the current Sunbiz fee schedule before filing.)

Method and effect:

• Filings can be made online through the Sunbiz portal or by mail. The effective date is either the date of Division acceptance or a later, specified date (no more than 90 days later, per Fla. Stat. § 620.1206).
• Until qualified, a foreign LP/LLLP cannot maintain a lawsuit in Florida courts and is subject to late qualification penalties under Fla. Stat. § 620.1905. Contract validity is not impaired, and the partnership can still defend itself in legal proceedings.

Annual compliance:

• Once qualified, foreign LPs and LLLPs must file the Florida annual report and pay the same fee and face the same risk of revocation for non-filing as domestic partnerships. See /guides/florida/registration-and-annual-compliance#annual-report-deadline-fee-consequences.

Source: Fla. Stat. § 620.1902, Sunbiz — Foreign Limited Partnership Authorization, Sunbiz — Fee Schedule

To form a for-profit corporation in Florida, an incorporator must file Articles of Incorporation with the Division of Corporations, housed in the Florida Department of State. The statutory framework is provided in Chapter 607 of the Florida Statutes, with the required content outlined in § 607.0202.

Filing process:

• The official filing is the "Articles of Incorporation for Florida Profit Corporation" (currently Form CR2E006, as of June 2024). This form is available online through the Sunbiz portal for both electronic and paper submission.
• Required content by statute includes:
• Name of corporation (must meet distinguishability rules under § 607.0401)
• Principal office and mailing addresses
• Corporate purpose (may be general or specific)
• Number of authorized shares
• Name, street address, and written acceptance of the Florida registered agent
• Name and address of each incorporator
• Any other provision permitted by law or deemed advisable by the incorporator

(See Fla. Stat. § 607.0202(1)-(5).)

Fees (current as of June 2024):

• $70 for filing the Articles of Incorporation
• $35 for registered agent designation
• Optional: $8.75 for a Certificate of Status and $8.75 for a certified copy
• All fees are set administratively and subject to change—always confirm on the Sunbiz portal before filing.

Processing and effective date:

• Filings are processed via Sunbiz, with immediate electronic acknowledgment for online filings. The Articles may specify a delayed effective date (no later than 90 days after filing), otherwise the corporation comes into existence upon filing (see § 607.0123).

Other practical points:

• Filings must be signed by an incorporator or an authorized representative, following the signature requirements of § 607.0120.
• A Certificate of Status is optional but sometimes required for bank accounts or licensing.
• Name availability should be confirmed before filing, but only the Division’s formal review at acceptance is binding.

For up-to-date forms, fee schedules, and complete instructions, refer to the Sunbiz portal before filing.

Source: Fla. Stat. § 607.0202, Fla. Stat. § 607.0120, Fla. Stat. § 607.0123, Sunbiz — Start a For-Profit Corporation