How to Incorporate in Florida

If you’re looking to incorporate in Florida, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Form CR2E010: Articles of Incorporation for Florida Profit Corporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form DR-1: Florida Business Tax Application
  • Incorporation: $70
  • Form DR-1: $0 + $5 for sales tax registration (if applicable)
  • Incorporation: ~1-3 days online. ~8-17 days by mail
  1. Choose a Corporate Structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Florida".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Florida".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search: Florida Department of State - Division of Corporations
    Name Reservation: Optional
    Suffix Requirements:

    "(1) A corporate name: (a) Must contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” or “Inc.,” or “Co.,” or the designation “Corp,” or “Inc,” or “Co,” as will clearly indicate that it is a corporation instead of a natural person, partnership, or other eligible entity."
    FS &sect607.0401

  3. Appoint a Registered Agent

    Before you officially file to create your Florida LLC, you will need to decide who your Florida registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

    State law requires every LLC to have a registered agent. The registered agent is designated when you file Florida articles of organization with the Florida Department of State - Division of Corporations.

    Our reliable registered agent service fulfills this requirement. You get:

    • Same-day documents from our local office in St. Petersburg
    • Immediate online access to state forms with our address and, where required, our signature
    • Annual fees from $89 to $99 per state with no additional charges

    Order Now
  4. File Florida Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Florida Department of State - Division of Corporations
    Form:

    Profit Articles of Incorporation

    Filing Method:

    Mail or online

    Agency Fee:

    $70

    Turnaround:

    ~1-3 days online. ~8-17 days by mail

    Law:

    2013 Florida Statues - Chapter 607: Corporations

    Notes:

    When filing by mail, provide the state-prescribed cover letter, the original articles, and a copy of the articles.

  5. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.

    A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).

    Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:

    • Meeting minutes
    • Shareholder resolutions
    • EIN verification letter
    • Amendments and other filings made to the corporation over its lifetime

    Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.

  6. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  7. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors in compliance with 2013 FS §607.0205. Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: Natural person, eighteen years of age or older.
    • Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
    • As stated in the bylaws. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
  8. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Not required.
    • Voting Trusts Allowed: Yes.
    • Required: Yes.
    • Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
  9. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  10. Get Florida State Tax Identification Numbers/Accounts

    Florida offers a consolidated state tax registration application.


    Agency:Florida Department of Revenue
    Form:Form DR-1: Florida Business Tax Application
    Filing Method:Mail or online
    Agency Fee:$0 + $5 for sales tax registration (if applicable)
    Notes:Florida Department of Revenue - Start-up Kit for New Business Owners
  11. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  12. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Florida Business License

    Not required



    General Business License licensure is not required on the State level in Florida.

    Florida does not have a general business license at the state level, but local licenses are often required.

  13. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns.

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Florida, view the table below.


    Florida Corporation Annual Report Requirements:

    Agency:Florida Department of State - Division of Corporations
    Form:

    You must file online.

    Filing Method:

    Online.

    Agency Fee:

    $150

    Due:

    Annually by May 1.

    Law:

    Florida Statutes § 607.1622.

    Penalties:

    $400 late fee.

    Notes:
    • Anyone with authority may file.

    For more details, see our Florida annual report information center page.

    You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Florida corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.

Order Registered Agent Service Order Online
© 2012 - 2021 Harbor Compliance. All rights reserved. Harbor Compliance does not provide tax, financial, or legal advice. Use of our services does not create an attorney-client relationship. Harbor Compliance is not acting as your attorney and does not review information you provide to us for legal accuracy or sufficiency. Access to our website is subject to our Terms of Use and Service Agreement.