Corporations: Glossary of Terms
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 free 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 NONPROFIT OR NOT-FOR-PROFIT CORPORATION is a corporation normally thought of as one created for religious, charitable, or educational purposes that are generally formed under Chapter 617, Florida Statutes. However, the terms nonprofit or not for profit, as a type of corporation, do not preclude these entities from engaging in a profit-making situation. In fact, a nonprofit corporation is not necessarily a charitable corporation or one that is tax-exempt. They are corporations that may not distribute their income to a member, director or officer other than as provided by law.
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 LIMITED LIABILITY COMPANY is a hybrid form of business entity combining some of the attributes of a corporation with the status of a partnership.
Corporations: General Information
Any entity that transacts business in Florida as a corporation is required by Florida Statutes to file documents of incorporation or authorization with the Division of Corporations and pay the filing fee. The document 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 corporations must file a Uniform Business Report with the Division each year and pay the filing fee. Failure to file a Uniform Business Report will result in the administrative dissolution of the corporation and loss of authorization to transact business as a corporation in Florida.
Supplies such as minute books, stationery, stock certificates, and corporate seals are available through office supply stores. There are no laws requiring corporations to obtain any of these. Some financial institutions and title companies require a corporate seal on documents signed by a corporation and are within their rights to do so.
Limited Liability Company: General Information
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 of Corporations 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 and pay the filing fee. Failure to file will result in the administrative dissolution of the limited liability company or loss of authorization to transact business in Florida as a foreign limited liability company.
Foreign Limited Liability Company Documents
A foreign limited liability company must submit an original certificate of existence that is no more than 90 days old, duly authenticated by the official having custody of records in the jurisdiction under the law of which it is organized. A photocopy of a certificate is not acceptable. If the certificate is in a language other than English, a translation of the certificate under oath of the translator must accompany the certificate.
The form prescribed by the Department of State titled “Application By Foreign Limited Liability Company For Authorization To Transact Business In Florida” must be used. The completed form must accompany the other required documents.
Fees for Profit, Nonprofit Florida & Foreign Corporations
For information on fees, call 850/488-9000; write to the Florida Department of State, Division of Corporations, Corporate Filings, P.O. Box 6327, Tallahassee, FL 32314 or check the Division’s website at www.sunbiz.org.
Partnerships: Glossary of Terms
A PARTNERSHIP is an association of two or more persons to carry on a business for profit as co-owners.
A GENERAL PARTNERSHIP is an association of two or more partners, each as a general partner with the full status of unlimited personal liability and managerial control.
A LIMITED PARTNERSHIP is a partnership formed by two or more persons, under the laws of Florida, having 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 FOREIGN LIMITED PARTNERSHIP is a partnership formed by two or more persons under the laws of any state other than Florida or of any other country and having as partners one or more general partners and one or more limited partners.
A REGISTERED LIMITED LIABILITY PARTNERSHIP or a limited liability limited partnership is a general partnership or limited partnership that maintains an active registration with the Florida Department of State, Division of Corporations, by which it is afforded certain limitations in a general partner’s liability.
Partnership: General Information
Entities that transact business as Florida Limited Partnerships are required by Florida Statutes to file a Certificate of Limited Partnership and an Affidavit of Capital Contributions with the Division of Corporations and pay the registration fee. Any legal or commercial business entity listed as a General Partner on the Certificate of Partnership must have an active registration or file with the Division. A foreign limited partnership must submit an Application by Foreign Limited Partnership for Authorization to Transact Business in Florida, an Affidavit of Capital Contributions and pay the applicable fee. All limited partnerships that register with the Division must file a Uniform Business Report each year and pay the filing fee. Failure to file will result in revocation of authority to transact business. Partnership registration documents submitted to the Division must bear original signatures. Photocopied documents bearing original signatures are acceptable; however, photocopied signatures are not. Documents must be typewritten or printed legibly in the English language.
Additional Assistance or Information Services
Access to information filed with the State of Florida, blank forms and publications are available through several methods and in a variety of formats.
Division of Corporations
Post Office Box 6327
Tallahassee, FL 32314