Do I have to obtain a local business license for my corporation?
Full Question:
AM REQUIRED TO GET A LOCAL BUSINESS LICENSE JUST BECAUSE I HAVE A CORPORATION? I DO NOT HAVE INCOME FROM THE CORPORATION.
02/05/2009 |
Category: Corporations |
State: Florida |
#15163
Answer:
Business Owners conducting business under a name other than their own must file a “Fictitious Name” registration with the Florida Department of State, Division of Corporations, even if the name seems very similar.
Requirements for licensing are covered by federal, state and local laws and will vary by the type of business and entity.
The following is a FL statute:
865.09 Fictitious name registration. —
(1) SHORT TITLE. — This section may be cited as the
"Fictitious Name Act."
(2) DEFINITIONS. — As used in this section:
(a) "Fictitious name" means any name under which a person
transacts business in this state, other than the person's
legal name.
(b) "Business" means any enterprise or venture in which a
person sells, buys, exchanges, barters, deals, or represents
the dealing in any thing or article of value, or renders
services for compensation.
(c) "Division" means the Division of Corporations of the
Department of State.
(3) REGISTRATION. — A person may not engage in business
under a fictitious name unless the person first registers
the name with the division by filing a sworn statement
listing:
(a) The name to be registered.
(b) The mailing address of the business.
(c) The name and address of each owner and, if a
corporation, its federal employer's identification number
and Florida incorporation or registration number.
(d) Certification by the applicant that the intention to
register such fictitious name has been advertised at least
once in a newspaper as defined in chapter 50 in the county
where the principal place of business of the applicant will
be located.
(e) Any other information the division may deem necessary to
adequately inform other governmental agencies and the public
as to the persons so conducting business.Such statement shall be accompanied by the applicable
processing fees and any other taxes or penalties owed to the
state.
(4) CHANGE OF OWNERSHIP. — If the ownership of a business
registered under this section changes, the owner of record
with the division shall file a cancellation and
reregistration that meets the requirements set forth in
subsection (3) within 30 days after the occurrence of such
change.
(5) TERM. — A fictitious name registered under this
section shall be valid for a period of 5 years and expires on
December 31 of the 5th year.
(6) RENEWAL. —
(a) Renewal of a fictitious name registration shall occur on
or after January 1 and on or before December 31 of the
expiration year. Upon timely filing of a renewal statement,
the effectiveness of the name registration is continued
for 5 years as provided in subsection (5).
(b) In the last year of the registration, the division shall
mail to the last reported mailing address or to the address
of any registered owner of a name a statement of renewal.
(c) If the owner of the name registration fails to file a
renewal and pay the appropriate processing fees prior to
December 31 of the year of expiration, the name registration
expires. The division shall remove any expired or canceled
name registration from its records and may purge such
registrations. Failure to receive the statement of renewal
required by paragraph (b) shall not constitute grounds for
appeal of a registration's expiration or removal from the
division's records.
(7) EXEMPTIONS. — A business formed by an attorney actively
licensed to practice law in this state, by a person actively
licensed by the Department of Business and Professional
Regulation or the Department of Health for the purpose of
practicing his or her licensed profession, or by any
corporation, partnership, or other commercial entity that is
actively organized or registered with the Department of
State is not required to register its name pursuant to this
section, unless the name under which business is to be
conducted differs from the name as licensed or registered.
(8) EFFECT OF REGISTRATION. — Notwithstanding the
provisions of any other law, registration under this
section is for public notice only, and gives rise to no presumption
of the registrant's rights to own or use the name
registered, nor does it affect trademark, service mark,
trade name, or corporate name rights previously acquired by
others in the same or a similar name. Registration under
this section does not reserve a fictitious name against
future use.
(9) PENALTIES. —
(a) If a business fails to comply with this section, the
business, its members, and those interested in doing such
business may not maintain any action, suit, or proceeding in
any court of this state until this section is complied with.
An action, suit, or proceeding may not be maintained in any
court of this state by any successor or assignee of such
business on any right, claim, or demand arising out of the
transaction of business by such business in this state until
this section has been complied with.
(b) The failure of a business to comply with this
section does not impair the validity of any contract, deed,
mortgage, security interest, lien, or act of such business
and does not prevent such business from defending any
action, suit, or proceeding in any court of this state.
However, a party aggrieved by a noncomplying business may be
awarded reasonable attorney's fees and court costs
necessitated by the noncomplying business.
(c) Any person who fails to comply with this section commits
a misdemeanor of the second degree, punishable as provided
in s. 775.082 or s. 775.083.
(10) POWERS OF DEPARTMENT. — The Department of State is
granted the power reasonably necessary to enable it to
administer this section efficiently, to perform the duties
herein imposed upon it, and to adopt reasonable rules
necessary to carry out its duties and functions under this
section.
(11) FORMS. — Registration, cancellation, and renewal shall
be made on forms prescribed by the Department of State,
which may include the uniform business report, pursuant to
s. 606.06, as a means of satisfying the requirement of this
part.[fn1]
(12) PROCESSING FEES. — The Department of State shall
charge and collect nonrefundable processing fees as follows:
(a) For registration of a fictitious name, $50.
(b) For cancellation and reregistration of a fictitious
name, $50.
(c) For renewal of a fictitious name, $50.
(d) For furnishing a certified copy of a fictitious name
document, $30.
(e) For furnishing a certificate of status, $10.
(13) DEPOSIT OF FUNDS. — All funds required to be paid to
the Department of State pursuant to this section shall be
collected and deposited into the General Revenue Fund.
(14) PROHIBITION. — A fictitious name registered as
provided in this section may not contain the words
"Corporation" or "Incorporated," or the abbreviations
"Corp." or "Inc.," unless the person or business for which
the name is registered is incorporated or has obtained a
certificate of authority to transact business in this state
pursuant to chapter 607 or chapter 617.
(15) LEGAL DESIGNATION OF ENTITY. — Notwithstanding any
other provision of law to the contrary, a fictitious name
registered as provided in this section for a corporation,
limited liability company, limited liability partnership, or
limited partnership is not required to contain the
designation of the type of legal entity in which the person
or business is organized, including the terms "corporation,"
"limited liability company," "limited liability
partnership," "limited partnership," or any abbreviation or
derivative thereof.
[fn1] Note. — Chapter 865 is not divided into parts.