Establishing your business in Miami can be a big move to expanding or just getting the door open. According to FRED Economic Data, Miami-Dade’s economy is strong, with a GDP of $186,265,336 in 2021, up from $156,600,939 in 2017. Tourism and trade are the largest industries here, but finance, construction, and healthcare are also growing.
Like most communities, there are some restrictions and requirements for companies to follow to establish their company here. If you want to launch your business in Miami, you’ll need to follow a few key steps.
#1: Select a Business Name
To launch your business in Miami, you will need to choose a name. The state of Florida has very specific requirements in place that you must meet when selecting a name. Start with writing down some ideas or words that best represent your company. From there, you’ll want to be sure the name is available.
You can do that by visiting Sungiz.org, the Division of Corporations for the State of Florida. This is a simple-to-use tool that you can add your proposed name, and it will allow you to see if any other businesses in your area already have that name or one close to it.
There are a few rules that you need to keep in mind:
- The name of your business has to be unique from any other operating in the state.
- Your business name must include the words “Incorporated,” “Limited,” “LLC,” “LLC,” or other variations of this.
- Your name cannot include any words that could confuse it with a state or federal agency or organization. You cannot use words such as “Treasury” or “state of Florida” in your name.
- You cannot use a term that’s trademarked.
- You cannot use your name to imply your company is carrying out any type of illegal activity.
Your business name is not distinguishable if you just have a different suffix or a definite or indefinite article included in it. Still, it otherwise matches the name of another company. Also, using punctuation marks, symbols, or making a word plural is not enough to make it unique.
#2: Choose a Business Structure
Select the right business structure for your business. You can operate as a sole proprietor or a partnership. In this case, you do not have to go further in the structuring process legally. However, doing so exposes your business (and personal assets) to risks. Consider the options available to you:
A sole proprietorship is a company owned by one person with no distinction between the business and the owner. If you are not operating under your own legal name, you must register a fictitious name with the Florida Division of Corporations.
There are several partnership structures. Generally, a partnership occurs when two or more people co-own a business. They maintain the profits and the losses for that business. In a general partnership, the rights and responsibilities are divided equally among partners. The decision of one partner can be made to reflect all partners. In a limited partnership, each partner determines or limits their personal liability, making them not responsible for the other partners’ assets, debts, or obligations.
Limited Liability Company
Having A limited liability company in Florida (LLC) is one of the simplest forms of business formation. It creates a division between your personal and business assets, as long as you do not comingle these. Additionally, it creates a pass-through taxation structure, which means your LLC does not pay taxes, but rather you pay taxes on your personal earnings from the business. LLCs do not have stock and are managed and owned by their members.
A C-Corporation is a legal structure that separates the business and personal assets of the company. It is the most common type of corporation in which the company is owned by shareholders and overseen by a board of directors. This formation creates a significant amount of asset and liability protection for owners. However, double taxation occurs, which means that the business must pay taxes on profits, and the individual shareholders pay their own taxes as well.
#3: Choose a Registered Agent
Designate a Registered Agent for your business. You will need to file the name and contact information for the Registered Agent with the Florida Department of State. This person or entity will be responsible for receiving specific legal and state mail or other correspondence for your business. This includes all business-related renewals, lawsuit documentation, subpoenas, or other data coming from the state, county, or city of Miami.
The Registered Agent must:
- Live in Florida or be able to conduct business in the state
- Must have a physical address in Florida where the mail can be received (this cannot be just a PO Box)
- The agent must be available during normal business hours
Once you select a Registered Agent, you will then need to submit this designation with a $25 filing fee along with your Articles of Organization.
#4: File Your Articles of Organization
The Articles of Organization are one of the most important parts of establishing your business in Miami and in Florida in general. This can be done through E-Filing at the Sunbiz.org website, or you can use a professional service to help you.
In short, you are providing valuable information to the state about your business. This includes:
- The name of your company
- The address of your business
- Any additional addresses
- The purpose of the business
- Legal signature of those responsible
You may also provide information about those who are managers or authorized representatives of your business, as well as the date your business was put into place.
You’ll need to pay your filing fees to submit this information to the state. That includes:
- $100 filing fee
- $25 Registered Agent free
- $5.00 Certificate of Status (an optional document that shows your LLC is up to date on filing)
- $30 Certified Copy fee (an optional fee that allows you to get a formal copy of your Articles of Organization)
#5: Create an Operating Agreement
It is not a legal requirement to have an operating agreement in Florida, but creating one has some benefits. It will outline the legalities of your business, including who owns the company and any operating procedures related to it.
This comprehensive document can be critically important to many businesses. It is a detailed outline of what happens to your business, including how it is operated. It helps to ensure each owner or business member understands the management, ownership, and other important aspects of the company, eliminating confusion.
#6: Obtain an EIN
As a business owner, you will need to obtain an Employer Identification Number and EIN. This is much like a Social Security number for your business. It allows the state, city, and federal government to recognize and keep track of your business. You must have an EIN if you plan to hire employees, file federal or state taxes, or open a business bank account in Florida.
To obtain an EIN, you can do so directly on the Internal Revenue Service’s website. The process does not take long to complete. Or, you can have a professional organization complete it for you.
#7: Obtain Necessary Licenses and Permits
The next step in opening your business is to obtain all of the necessary licenses and permits applicable to your business. That’s where it gets tricky, as these will differ based on the type of work you do.
A good place to start is with the Miamigov.com website. It allows you to navigate the various types of licenses and permits required in the city and provides a step-by-step guide to getting your business set up.
First, start your business by completing the eStart process. This allows you to connect with the state and city online. Then, use the tools there to determine which business licenses or permits you need based on the type of business you are operating.
#8: Meet the City of Miami’s Requirements
To establish a physical business in the city of Miami, you may be subject to several additional steps. First, you need to obtain a Certificate of Use. This is done after construction on the property or any work done to it is complete. If you are opening a business location, you must meet any zoning requirements to do so. You can use the Sunbiz.org website to help you to provide this information. You will need to provide the exact address of the business, including the floor and unit number. Then, you need to be sure you’ve selected the proper zoning category for your business and submit the most recent floor plan.
The city will then complete an inspection. This ensures that your business meets all of the city’s code requirements.
You also need to provide a business tax receipt. In Miami, you must obtain a Business Tax Receipt if you plan to have a physical location in the city. You can apply for it online at the Miamigov.com website.
Setting Up a Business in Miami, FL
As a new business, it is always a good idea to have ample support available to you. While there are a lot of steps involved in getting your business established properly, the process does not have to be complicated if you have an advisor to guide you.
Once you go through this process, you will need to keep the city of Miami updated on changes to your company, such as if your business is bought or sold or if one of your members passed away. You’ll also need to keep your Articles of Organization up to date annually.
Featured Photo by Roland Denes on Unsplash