How to Form a Corporation in Florida

If you'd like to form a corporation in Florida, you need to complete some steps to legally incorporate your business. Among these steps are filing formation paperwork with the state, drafting corporate bylaws, and issuing stock for your company.

You can also use our online corporation formation service, which will form a corporation for you with everything you need.

1. Choose a Corporate Name

In Florida, your corporation's name must follow the state's naming requirements. For instance, your corporation's name must include one of the following terms or its abbreviation:

• "corporation"
• "company," or
• "incorporated."

In addition to having the appropriate designation, your corporation's name can't include any words that would imply it was formed for a purpose other than what's legally allowed and stated in its articles of incorporation. (Fla. Stat. § 607.0401 (2024).)

Your corporation's name must also be distinguishable from the names of other businesses already on file with the Florida Department of State (DOS). You can search the DOS's business records to see which names have already been registered or reserved.

You can reserve a corporate name for 120 days with the DOS. To reserve a name, you must send a letter to the DOS listing your name and address and the name you want to reserve. You must sign the letter. As of 2024, the fee to reserve a corporate name is $35. (Fla. Stat. § 607.04021 (2024).)

2. Appoint a Registered Agent

Every Florida corporation must designate an agent for service of process in the state (called a "registered agent"). A "registered agent" is a person or business that agrees to accept legal papers on the corporation's behalf if it's sued. The registered agent can be:

• an individual who resides in Florida
• a Florida business that's registered with the state, or
• an out-of-state business that's authorized to do business in Florida.

(Fla. Stat. § 607.0501 (2024).)

The registered agent must have a physical address in the state of Florida. Before you designate a registered agent, make sure the person or business agrees to accept service of process on your corporation's behalf. You'll indicate your registered agent on your corporation's articles of incorporation.

3. File Articles of Incorporation

To legally form a corporation in Florida, you must file Profit Articles of Incorporation with the DOS's Division of Corporations. You can file the articles online or by mail. As of 2024, the filing fee is $70. The filing fee includes the $35 filing fee and the $35 fee for the designation of a registered agent.

Your certificate must include:

• the corporation's name
• the street address of the corporation's principal office (and its mailing address if different from its principal office)
• the corporation's purpose
• the number of shares the corporation is authorized to issue
• the name, Florida street address, and signature of the corporation's registered agent, and
• the name and address of each incorporation (those responsible for filing the articles of incorporation).

Optionally, you could include the names and addresses of the corporation's initial officers and directors and other information like the corporation's purpose. (Fla. Stat. § 607.0202 (2024).)

4. Prepare Corporate Bylaws

Corporate bylaws are an internal corporate document that sets out the basic ground rules for operating your corporation. Your corporation must have bylaws under Florida law. Your corporation's incorporators or board of directors will adopt your company's initial bylaws unless the articles of incorporation specify that the shareholders should adopt the bylaws. (Fla. Stat. § 607.0206 (2024).)

Florida law doesn't specify what the bylaws must include. But at the very least, your bylaws should cover:

• the officer positions for the corporation (for instance, chief executive officer, chief operating officer, secretary, etc.)
• the rights and obligations of directors, officers, and shareholders
• the procedure for meetings of directors and shareholders
• the process for electing and appointing directors and officers, and
• how stock is classified and issued.

You don't need to file your corporate bylaws with the state. But your bylaws will be useful to have on hand in other scenarios. Your corporation's bylaws help establish your business as a separate entity from its officers, directors, and shareholders—preventing others from piercing the corporate veil and holding individuals in the corporation liable for corporate debts. This foundational document is also useful in showing banks, creditors, the Internal Revenue Service (IRS), and others that your corporation is legitimate.

You should keep your bylaws, meeting minutes, and other important corporate papers in a corporate records book. You can use a three-ring binder or you can order a special corporate records kit through a corporate kit supplier. Keep this book at your corporation's principal office.

5. Appoint Directors and Hold the First Board Meeting

Once you've filed your articles of incorporation, it's time to have your company's first organizational meeting. If you named your corporation's initial directors in the articles of incorporation, the directors will hold the meeting. If you didn't name directors, then the incorporators will hold the first meeting.

At the meeting, the incorporators or directors must:

• appoint corporate officers
• adopt corporate bylaws
• elect directors (if the meeting is held by the incorporators), and
• take care of any other initial corporate business.

(Fla. Stat. § 607.0205 (2024).)

In the first meeting, you should also:

• select a corporate bank
• set the corporation's fiscal year
• authorize the issuance of shares of stock
• adopt an official stock certificate form and corporate seal, and
• decide whether the corporation should be taxed as an S corporation.

Be sure to record any actions or decisions in corporate minutes.

The incorporator should also fill out an "Incorporator's Statement" showing the names and addresses of the initial directors. The incorporator should sign the statement and place a copy in the corporate records book.

6. Issue Corporate Stock

Once you have the corporation's official paperwork in order, you should issue stock in return for capital contributions. Typically, people or companies will contribute cash, property, services, or some combination of the three in exchange for stock (ownership) in a corporation. This exchange is commonly memorialized in a shareholders' agreement (also called a "stockholders' agreement").

Once a person or business has been issued stock, they become a shareholder (or "stockholder"). Typically, small corporations will issue paper stock certificates. Your certificate should have your corporation's name, the name of the person receiving the shares, and the number and class of shares being issued. One of the corporation's officers or directors should sign the certificate or the certificate should bear the corporate seal. You should also list each shareholder's name and contact information in the corporation's stock transfer ledger.

Florida Doesn't Require a Par Value for Stock

The default rule in Florida is that corporate stock has no par value. A share's par value is its minimum legal value or the lowest price it can be sold for. Instead, Florida corporations have the option of establishing a par value for their shares.

You can state whether the corporation's shares have a par value in the articles of incorporation. But you don't have to list a par value.

Securities Laws and Exemptions

Typically, a share of stock in your corporation is classified as a security under state and federal securities laws. Securities laws require corporations to follow certain rules when offering and issuing stock, such as registering the sale with the U.S. Securities and Exchange Commission (SEC).

In general, the SEC is in charge of federal securities laws and Florida's Office of Financial Regulation (OFR) is in charge of Florida's securities laws. Specifically, the OFR's Division of Securities administers and enforces the Florida Securities and Investor Protection Act.

Private offering exemption: Many small corporations don't have to worry about securities laws. Small corporations often make private offerings for their shares, and federal law exempts private offerings from being classified as securities. A "private offering" is a non-advertised sale to a limited number of people (generally 35 or fewer). You can see our corporations FAQ for more details.

Florida private offering exemption: Florida's securities law exempts from registration private unadvertised share sales to no more than 35 in-state purchasers. The 35-purchaser limit doesn't include relatives of original purchasers, accredited (wealthy) investors, or purchasers who invest more than $100,000. No Florida state securities filings are required for such exempt offerings. Thus, offerings exempt from federal registration should be exempt from Florida registration as well. (Fla. Stat. § 517.061 (2024).)

7. File an Annual Report

All Florida corporations are required to file an annual report. Your report is due between January 1 and May 1 each year. You must file your report online.

The first report is due in the year following your corporation's formation. For example, if you filed your articles of incorporation on December 31, then your first report is due by May 1 of the following year (five months after you incorporated). The DOS will send you reminder notices to the email address you provide when you submit your articles of incorporation.

Your annual report must include:

• the name of the corporation
• the date your corporation was incorporated
• the street address of your corporation's principal office
• your corporation's federal employer identification number (EIN)
• the names and street addresses of the corporation's directors and officers, and
• any other information the DOS requires.

(Fla. Stat. § 607.1622 (2024).)

As of 2024, the fee to file an annual report for a Florida corporation is $150. The DOS charges a late fee of $400 for any annual reports submitted after May 1.

8. Obtain an EIN and Comply With Tax Requirements

Your corporation must obtain an EIN. You can apply for an EIN by completing an online application on the IRS website. There's no filing fee.

Your corporation must file and pay taxes to the Florida Department of Revenue (FDOR). You can file and pay taxes online by enrolling in FDOR's eServices.

Florida corporate income/franchise tax: Florida imposes an income/franchise tax on corporations for the privilege of doing business, earning income, or existing in the state. You must file Florida Form F-1120 every year. You can enroll to pay your taxes online through eServices or use a software vendor. If your corporation owes more than $2,500 in Florida corporate income tax annually, then you must make estimated tax payments throughout the tax year. See the FDOR's Florida corporate income tax webpage for more on tax rates, due dates, and filing options.

Florida sales and use tax: If you sell or lease taxable goods or provide taxable services in Florida, your corporation must register with the FDOR to collect and pay sales tax in the state. You can apply online or mail in a completed Florida Business Tax Application (Form DR-1) to create your business tax account. You can use the application to register for other taxes. Depending on how much sales tax you collect, you'll report and pay taxes monthly, quarterly, semiannually, or annually. See the FDOR's Florida sales and use tax webpage for more details, including which goods and services are taxable.

No Florida wage withholding tax: Florida doesn't have a personal income tax. So, unlike many other states, you don't need to withhold employees' wages for this state tax.

Florida reemployment tax: In Florida, employers must pay a reemployment tax to the DOR. You can register to pay this tax using the Florida Business Tax Application. Pay and report taxes quarterly using Form RT-6.

For more on starting a corporation, including sample forms and bylaws, you can read Incorporate Your Business, by Anthony Mancuso (Nolo).