Can I Use an Inactive Business Name in Florida?

Yes. You can use an inactive business name in Florida. In the state of Florida, names with an “INACTIVE” or “INACT” status are available, while names with an “ACTIVE”, “ACT”, or “INACTIVE/UA” status are not available for use.

Note that names with an “INACTIVE/UA” status are being held for a stipulated period of time to ensure that the particular entity can reactivate its filing should it choose to do so. However, have it in mind that the “INACTIVE/UA” status will be changed to “INACTIVE” or “INACT” once the name becomes available for use by another party.

While the Division of Corporations does not pre-clear names, they always advise new business owners to check the name for availability before submitting a document to their office for processing.

It is pertinent you do not use your business name, enter into any legal agreements or contracts, or apply for a Federal Employer Identification (FEI/EIN) number until your document has been reviewed and filed by the Division of Corporations.

Names of administratively dissolved or revoked corporations, limited partnerships, limited liability limited partnerships, and limited liability companies with an “INACT/UA” status are held for a period of one year from the date of dissolution or revocation.

This simply entails that the name of a business that was administratively dissolved or revoked on March 10, 2022, would not be available for use by another party until March 11, 2023.

In addition, note that names of voluntarily dissolved corporations or limited liability companies with an “INACT/UA” status are not available for use by another party for a period of 120 days from the date of dissolution. This also entails that the name of a corporation or limited liability company which voluntarily dissolved itself on March 1, 2022, would not be available for use by another party until July 1, 2023.

Explanation of Status Terms in the State of Florida

When checking the availability of your business name before submitting a document to the Florida Division of Corporation, you will see one of these labels in the status column:

1. Active: An active status simply means that a business already exists in Florida with that name, so it would not be available for use.
2. INACT: An “intact” or inactive status notes that a business went through the administrative dissolution process and has been formally dissolved. The business name could be available for use.
3. INACT/UA: This more or less entails that the name is inactive but unavailable. This goes to show that the company that owns the name hasn’t filed its annual report. If the report isn’t filed within the required timeframe, the name may become available within a year.
4. Inactive: An inactive status simply indicates that the company was dissolved voluntarily, so the name could be available for use.
5. INACT/CV: This status is used to describe a company that has become inactive due to its filing of entity conversion. The name might be available for use.
6. NAME HS: This status stands for name history, and it is used to note that the company has changed its name.
7. CROSS RF: This status stands for cross reference, and it is used to note that the company made an attempt to qualify in the state. A business may have had a name in a different state that wasn’t available in Florida; therefore, it would use an alternate name to conduct its activities in the state of Florida. This alternate name is known as the cross reference, so the name you want to use might be available.

Requirements for Choosing a Business Name in Florida

The requirements for choosing a business name in the state of Florida will vary depending on the business structure you choose. Have it in mind that different business structures have different naming rules in Florida.

1. Sole Proprietorship

A sole proprietorship is the simplest business type in Florida. A sole proprietorship is an informal business structure and it doesn’t offer personal asset protection. In the state of Florida note that this business structure will need to operate under the surname of the owner.

To make use of a different name, the business owner will have to file a DBA (doing business as), also known as a fictitious name in Florida.

2. General Partnership

General partnerships are quite similar to sole proprietorships just that it is made up of 2 or more people. However, a general partnership is also an informal business structure and it doesn’t accord personal asset protection. The business name of general partnerships is expected to include the surnames of the partners.

To make use of a different name, business owners will have to file a DBA (doing business as), known as a fictitious name in Florida.

3. LLC

LLC stands for Limited Liability Company. Note that forming your business as an LLC in the State of Florida is the easiest way to protect your personal assets in case your business is sued. Below are the requirements to consider when picking a name for your Florida LLC:

• Your name will have to include the phrase “limited liability company” or one of its abbreviations (LLC or L.L.C.).
• Your name should not include language noting that the LLC is organized for an unlawful purpose or one not stated in its articles of organization.
• Your name should also not include language noting that the LLC is connected with a state or federal government agency or corporation.
• In the state of Florida, certain restricted words (e.g. Bank, Attorney, and University) may warrant additional paperwork and a licensed individual to be part of your LLC.
• Your name will also need to be distinguishable from any existing business in the state, except for certain fictitious name registrations, general partnership registrations, and limited liability partnership statements.

4. Corporation

A C corporation (C corp.) is a separate legal entity from its owners with a basic operational structure that is made up of shareholders, officers, directors, and employees. This sort of business structure is known to protect your personal assets. To name your Corporation in Florida, here are requirements to note;

• Your name will have to include one of the following words or abbreviations: corporation, company, incorporated, Corp., Inc., Co., Corp, Inc., or Co.
• Your name should not include language noting that the corporation is organized for an unlawful purpose or one not stated in its articles of organization.
• Your name should also not include language that implies that the corporation is connected with a state or federal government agency or corporation.
• Your name will also need to be distinguishable from any existing business in your state, except for certain fictitious name registrations, general partnership registrations, and limited liability partnership statements.

5. S Corporation

Note that an S corporation (S corp.) is merely a tax classification and not a business structure. Both LLCs and corporations can be an S corp. However, if you choose for your business to be taxed as an S corp., then it is imperative you follow Florida’s naming requirements for either a corporation or an LLC, depending on your business structure.

Conclusion

Indeed, you can use an inactive business name in the State of Florida. New business owners are advised to check the name for availability before submitting the document to the Florida Division of Corporation for processing. You should not use your business name, enter into any legal agreements or contracts, or apply for a Federal Employer Identification (FEI/EIN) number until your document has been reviewed and filed by the Division of Corporations.