To form a corporation in Florida, you need to take the steps set forth below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need.
Your corporation's name must include the words "Corporation," "Incorporated," or "Company," or the applicable abbreviation "Corp.," "Inc.," or "Co."
Your corporation's name must be recognizably different from the names of other business entities already on file with the Florida Department of State. Names may be checked for availability by searching the Division of Corporations business name database. Names may not be reserved ahead of time.
Your corporation is legally created by filing Profit Articles of Incorporation with the Florida Department of State Division of Corporations. The articles must include the corporation's name and principal office street address; its purpose; the number of shares the corporation is authorized to issue; the names and addresses of initial officers and/or directors (optional); the name, signature, and Florida street address of an agent for service of process; and the name and address of the incorporator. You can file articles online or by postal mail. Check the Florida Department of State Division of Corporations website for instructions for filing online or by mail.
Every Florida corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A registered agent may be either an individual resident or business entity that is authorized to do business in Florida. The agent should agree to accept service of process on your corporation's behalf prior to designation.
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they establish your corporation's operating rules, and help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo’s website or Incorporate Your Business, by Anthony Mancuso (Nolo).
Keep your bylaws, meeting minutes, and other important corporate papers in a corporate records book. This can be a simple three ring binder or corporate records kit you order through a corporate kit supplier. Keep it at your corporation's principal office.
You can appoint your initial corporate directors by naming them in your articles or your incorporator—the person who signed the articles—must appoint them after the corporation is formed. The initial directors serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders).
At the first meeting of the corporation's board of directors, the directors should appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
Issue stock to each shareholder in return for their capital contributions of cash, property, services, or all three. Small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger.
The default rule in Florida is that corporate stock has no par value. Thus, the articles need not state whether the shares have a par value. However, Florida corporations have the option of establishing a par value for their shares. If desired, the par value can be listed in the articles, but this is not required. See Nolo's article "What is Par Value Stock."
A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock. However, federal law exempts "private offerings:" a non-advertised sale to a limited number of people (generally 35 or fewer). See Nolo's Corporations FAQ for more details.
Florida’s securities law exempts from registration private unadvertised share sales to no more than 35 in-state purchasers. The 35-purchaser limit does not include insiders (like directors or officers), 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. State securities exemptions in Florida are regulated by the Office of Financial Regulation.
All Florida for-profit corporations must file an annual report yearly to maintain active status. The first report is due in the year following your corporation's formation. The report must be filed online between January 1st and May 1st. Reminder notices are sent to the email address you provide when you submit your articles of incorporation for filing.
Additional tax and regulatory requirements apply to your corporation. These include:
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details.
Business Licenses: Depending on its type of business and where it is located, your corporation may need to obtain other local and state business licenses. On the state’s MyFlorida.com website you can find more information about business licenses.
All corporations organized outside of Florida must register with the Florida Secretary of State to do business in Florida. Foreign corporations must appoint a registered agent for service of process physically located in Florida. To register, file an Application By Foreign Corporation For Authorization to Transact Business In Florida. The application must be accompanied by an original certificate of existence, no more than 90 days old, authenticated by the Secretary of State or similar official of the foreign corporation's home state. The application must be filed by postal mail.