Page 19 - Akerman | 2016 Guide to Doing Business in Florida

maintain its limited liability status in Florida, it must register and file a statement of foreign qualification.
Partnership registration requires a listing of all partners and their mailing addresses or the listing of an
agent who maintains the partner information. Qualification as a foreign limited liability partnership also
requires the designation of a registered agent.

Florida Statutes provide a method for certain unincorporated foreign associations to qualify to transact
business in Florida. The organizations to which this provision applies are any unincorporated joint stock
associations for profit that are engaged in any business or businesses other than the banking, trust, or
insurance business, and which have written articles of association, capital stock divided into shares,
and a name including the word “company” or “association” or “society.”

2.2 Florida Business Organizational and Regulatory Requirements,
Generally
Corporations, limited liability companies, limited partnerships, and limited liability partnerships in Florida
are required to file certain organizational documents with the Division of Corporations, and general
partnerships may elect to do so as well. Sample forms and a fee schedule are available on the Division
of Corporation’s website at http://www.sunbiz.org. Organizational documents like Articles of
Incorporation, Articles of Organization, and Certificates of Limited Partnership, may be filed online at
http://www.sunbiz.org. Please note that general partnership registrations and qualifications as a limited
liability partnership may not be filed online. There is additional guidance in the applicable Florida
Statutes, as well as forms and instructions on the Division of Corporation’s website, for the amendment
and correction of organizational documents, the reinstatement of an administratively dissolved entity, the
domestication or conversion of a foreign entity, and related matters.

Once a business has filed its organizational documents with the Division of Corporations, there may be
other specific requirements that must be met depending on the type of business involved. It may also
be necessary for the entity or its principals or both to register or become licensed with one or more state
regulatory boards. Registration or licensing applies to many types of businesses and professions
operating in Florida, especially those engaged in providing legal, healthcare, financial and other
professional services to the public. Before operating any business in Florida, it is advisable to review the
Florida Statutes for restrictions that may apply on the entity and its principals and to communicate with
the applicable licensing boards and state departments which impose or enforce restrictions and
obligations affecting persons engaged in such businesses or professions in Florida.

A detailed description of each specific business or profession is beyond the scope of this Guide. A
listing of the regulated businesses in Florida is available at http://www.stateofflorida.com (not an official
State of Florida website, but a good starting point).

It is important to remember that a business may also be subject to occupational license requirements for
both the county and the municipality in which the business is located. Information about these licenses
is typically found on the respective county’s or city’s website.

2.3 Business Name Registration Requirements
2.3.1 Naming Requirements for Business Entities

The Florida Statutes impose restrictions on the naming of various business entities. For
example, the name of a corporation must contain the word “corporation,” “company,” or
“incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.” A limited liability company name must
contain the words “limited liability company,” the abbreviation “L.L.C.,” or the designation “LLC”

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