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 for your corporation that includes a designator such as 'Corporation,' 'Corp.,' 'Incorporated,' or 'Inc.' Search the Florida Division of Corporations database (sunbiz.org) to confirm the name is available.
30 minutes
Appoint a Registered Agent
Designate a registered agent who has a physical street address in Florida and is available during normal business hours to receive legal documents on behalf of the corporation. The agent can be an individual resident or a registered business entity authorized to do business in Florida.
15 minutes
File Articles of Incorporation
Prepare and file the Articles of Incorporation with the Florida Division of Corporations online at sunbiz.org or by mail. The document must include the corporate name, principal office address, registered agent details, number of authorized shares, and incorporator information.
1 hour
Appoint Directors and Hold Organizational Meeting
The incorporator(s) must appoint the initial board of directors, who will then hold an organizational meeting to adopt bylaws, elect officers, authorize stock issuance, and address other foundational corporate matters. Meeting minutes should be recorded and retained.
1-2 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Draft and Adopt Corporate Bylaws — Create corporate bylaws that govern the internal operations of the corporation, including rules for shareholder and director meetings, voting procedures, officer roles, and stock transfer policies. Florida does not require bylaws to be filed with the state but they are legally essential.
- •Issue Stock to Shareholders — Issue stock certificates to initial shareholders in accordance with the authorized shares stated in the Articles of Incorporation. Maintain a stock ledger documenting all stock issuances, transfers, and ownership records.
- •Obtain EIN and Necessary Licenses — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filing, opening a business bank account, and hiring employees. Also obtain any required Florida state and local business licenses or permits relevant to your industry.
Advantages
- ✓Strong liability protection that shields shareholders' personal assets from corporate debts and legal judgments
- ✓Easier to raise capital through the issuance of stock and attraction of venture capital or public investors
- ✓Perpetual existence meaning the corporation continues regardless of ownership changes or the death of shareholders
- ✓Potential for significant tax advantages through S-Corp election, employee benefits deductions, and income splitting strategies
- ✓Enhanced credibility with customers, vendors, and financial institutions compared to unincorporated business structures
Considerations
- •C-Corporations face potential double taxation where profits are taxed at the corporate level and again when dividends are distributed to shareholders
- •More complex and costly to maintain than LLCs due to requirements for bylaws, board meetings, minutes, stock records, and stricter formalities
- •Annual report fees and ongoing administrative burdens are higher compared to simpler structures like sole proprietorships or partnerships
- •Florida's 5.5% corporate income tax applies to C-Corps with Florida-apportioned income above $50,000, adding a state tax layer on top of federal obligations
Annual Obligations
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