Form a Corporation in Florida
Everything you need to know about forming a Corporation in Florida. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name that includes a required corporate designator such as 'Corporation,' 'Corp.,' 'Incorporated,' or 'Inc.' Search the Florida Division of Corporations name database at sunbiz.org to confirm availability before filing.
15-30 minutes
Designate a Registered Agent
Appoint a registered agent who has a physical street address in Florida and is available during normal business hours to receive legal and official documents on behalf of the corporation. The agent can be an individual Florida resident or a business entity authorized to do business in Florida.
15-30 minutes
Appoint Initial Directors and Officers
Florida corporations must identify at least one director to serve until the first annual shareholders' meeting. Officers including a President and Secretary must also be appointed; one person may hold multiple officer roles.
30 minutes
File Articles of Incorporation
Submit the Articles of Incorporation to the Florida Division of Corporations online via sunbiz.org or by mail to the Tallahassee office. The filing must include the corporate name, principal office address, registered agent information, number of authorized shares, and incorporator signature.
30-60 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Create Corporate Bylaws — Draft corporate bylaws that govern the internal management of the corporation, including rules for shareholder meetings, voting rights, director responsibilities, and officer duties. While not filed with the state, bylaws are legally required under Florida Statutes Chapter 607 and should be adopted at the organizational meeting.
- •Hold Organizational Meeting and Issue Stock — Conduct the initial organizational meeting of the board of directors to formally adopt bylaws, elect officers, authorize issuance of shares, and complete other initial corporate formalities. Issue stock certificates to shareholders and maintain a stock ledger as required by Florida law.
- •Obtain EIN and Fulfill Tax & Licensing Requirements — Apply for a Federal Employer Identification Number (EIN) from the IRS, which is required for banking, hiring employees, and tax filings. Register with the Florida Department of Revenue for applicable state taxes, and obtain any required local business licenses or permits from your county or municipality.
Advantages
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal judgments
- ✓Florida has no franchise tax on corporations, reducing the annual tax burden compared to many other states
- ✓Corporations can raise capital more easily by issuing multiple classes of stock and attracting investors or venture capital
- ✓Perpetual existence means the corporation continues regardless of ownership changes, death of shareholders, or transfer of shares
- ✓S-Corp election available federally to pass through income and avoid double taxation while maintaining corporate structure
Considerations
- •C-Corporations face potential double taxation — corporate profits taxed at the entity level and again when distributed as dividends to shareholders
- •Greater administrative and compliance burden than LLCs, including mandatory bylaws, board meetings, minutes, and strict record-keeping requirements
- •Higher formation and ongoing costs compared to sole proprietorships or partnerships, including the $150 annual report fee and potential accounting and legal expenses
Annual Obligations
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