How to Form a Corporation in Florida: Key Steps and Requirements

Forming a Corporation in Florida

Florida offers a business-friendly environment for incorporating, with procedures governed by the Florida Business Corporation Act. The process centers on filing with the Florida Division of Corporations, selecting a compliant name, and meeting ongoing reporting requirements. Unlike some states, Florida does not require a minimum capital contribution, which simplifies the initial setup for many entrepreneurs.

Choose a Compliant Corporate Name

Your corporation's name must include a corporate designator such as "Corporation," "Incorporated," "Company," or an abbreviation like "Corp.," "Inc.," or "Co." The name must be distinguishable from other registered entities in Florida. You can reserve a name with the Division of Corporations for up to 120 days before filing the formal documents.

File Articles of Incorporation

The core formation document is the Articles of Incorporation, filed with the Florida Department of State. This filing must include the corporate name, the principal office address, the registered agent's name and Florida street address, and the names and addresses of the incorporators. The filing fee is $70 for online submissions and $87.50 for paper filings.

Appoint a Registered Agent

Florida requires every corporation to maintain a registered agent with a physical street address in the state. This agent receives legal service of process and official state correspondence. The registered agent can be an individual Florida resident or a professional registered agent service authorized to do business in Florida.

Draft Corporate Bylaws and Hold Organizational Meetings

While Florida law does not require bylaws to be filed with the state, adopting them is a critical internal step. Bylaws establish the rules for director and officer roles, meeting procedures, and stock issuance. The initial organizational meeting must adopt bylaws, elect directors, and authorize the issuance of shares.

Obtain an EIN and Handle Tax Obligations

An Employer Identification Number from the IRS is required before the corporation can open a bank account, hire employees, or file federal tax returns. Florida does not impose a state corporate income tax on S corporations, but C corporations are subject to the federal corporate income tax. The Florida Department of Revenue may also require registration for sales tax or unemployment tax depending on the business activity.

Ongoing Compliance

Florida corporations must file an Annual Report with the Division of Corporations each year, with the initial report due within 90 days of incorporation. The annual report fee is based on the number of shares authorized and their par value, with a minimum fee of $150. Failing to file on time results in administrative dissolution, which can be reinstated but with additional penalties.

S Corporation vs. C Corporation Election

After formation, corporations can elect S corporation status by filing IRS Form 2553 to pass income, losses, and credits through to shareholders for federal tax purposes. This election must be made within 75 days of incorporation or by March 15 of the tax year. Without the election, the corporation is taxed as a default C corporation.