To create a corporation in Florida, you file Articles of Incorporation with the Florida Department of State’s Division of Corporations and pay a $70 fee. Filing is the moment your corporation legally exists, but a handful of decisions before you file, and a few required steps after, determine whether it actually works as a business and holds up as a liability shield.
Pick a Corporate Name That Clears the Rules
Your name has to include a corporate signal: “Corporation,” “Company,” “Incorporated,” or the abbreviations “Corp.,” “Inc.,” or “Co.”1Florida Senate. Florida Statutes 607.0401 – Corporate Name It can’t imply a government tie or a purpose the corporation isn’t organized for.
It also has to be distinguishable from every other entity already registered with the Department of State. Distinguishable is narrower than it sounds. Swapping a suffix, changing “and” to “&,” or pluralizing a word doesn’t create a different name.1Florida Senate. Florida Statutes 607.0401 – Corporate Name Check the Sunbiz search portal before you file. If the name you want is taken, the other entity can give written consent for you to use it, as long as the two names aren’t identical.
Line Up a Registered Agent
Every Florida corporation must keep a registered agent and a registered office in the state at all times. The agent receives lawsuits and official notices for the corporation. Lose your agent and fail to replace them, and the corporation can be barred from filing suits in Florida courts and face a penalty of up to $500.2Florida Senate. Florida Statutes 607.0501 – Registered Office and Registered Agent
The agent can be a Florida resident, a Florida business entity, or a foreign entity authorized to do business here. The registered office must be a physical Florida street address that matches the agent’s business address, and the agent has to sign a written acceptance of the role as part of your filing. You can be your own agent if you have a Florida street address, but that address becomes public record. Commercial registered agent services generally charge $39 to $125 per year if you’d rather keep your home address off the state database.
Decide How Many Shares to Authorize
The Articles of Incorporation have to state the total number of shares your corporation is authorized to issue. This is a ceiling, not a commitment. You don’t have to issue them all on day one. Many small corporations authorize a round number like 10,000 or 100,000 shares, which leaves room for future investors or employee equity without an amendment later.
If you plan to bring in investors with different rights, think about multiple classes of stock. Common stock usually carries voting rights. Preferred stock can carry priority on dividends and a higher claim on assets in a wind-down. You define the classes and their rights in the Articles. For a single owner or a small group of founders who aren’t seeking outside capital yet, one class of common stock is the simplest way to start.
File the Articles of Incorporation
The Articles are the document that brings the corporation into existence. Florida requires:3Florida Senate. Florida Statutes 607.0202 – Articles of Incorporation Content
- The corporate name, meeting the rules above
- A principal office street address, plus a mailing address if it’s different
- The total number of authorized shares
- The registered agent’s name and written acceptance, plus the registered office street address
- The name and address of each incorporator
Optional provisions include a stated corporate purpose, defined classes of stock, or preemptive rights for shareholders. If you don’t state a purpose, the corporation defaults to any lawful business activity.
Fees and How to File
File online through the Sunbiz e-filing portal or by mailing the PDF form to the Division of Corporations. The base cost is $70: a $35 filing fee and a $35 registered agent designation fee. A certified copy runs another $8.75, and a certificate of status is $8.75, so the maximum at filing is $87.50.4Florida Department of State. Florida Profit Corporation
Processing Times
Turnaround is not immediate. The Division publishes current processing dates showing how far back it’s working on online and mailed filings, and volume shifts those numbers.5Florida Department of State. Document Processing Dates Check the processing-dates page before you file if launch timing matters. Once approved, your corporation’s status appears on Sunbiz.
Adopt Bylaws and Hold the Organizational Meeting
Florida law requires every corporation to adopt bylaws.6Justia Law. Florida Statutes 607.0206 – Bylaws The incorporators or board handle this, unless the Articles reserve the power to shareholders. Bylaws are the corporation’s internal operating manual: how directors are elected and removed, how meetings are called and run, what officers exist and what they do, and how shares are issued and transferred.
The organizational meeting is where the corporation actually starts operating. At that first meeting, the board is elected (if not named in the Articles), officers are appointed, bylaws are adopted, the fiscal year is set, and initial shares are issued. Keep written minutes of this meeting and every board and shareholder meeting after it. This isn’t optional paperwork. Consistent records are one of the strongest defenses against a court disregarding the corporation and reaching your personal assets.
Get an EIN and Register for Florida Taxes
Your corporation needs an Employer Identification Number from the IRS before it can open a bank account, hire, or file taxes. It’s free directly from the IRS, and online applications are processed immediately.7Internal Revenue Service. Employer Identification Number Wait until the state formation is complete, because the IRS won’t issue an EIN until the corporation legally exists.8Internal Revenue Service. Get an Employer Identification Number
Florida has no personal income tax, but it does impose a 5.5% corporate income tax on taxable income. Every corporation doing business, earning income, or simply existing in Florida must file a corporate return with the Florida Department of Revenue.9Florida Department of Revenue. Corporate Income Tax Register with the Department shortly after formation so you don’t miss your first deadline. Depending on what you sell, you may also need to register for sales tax at the same time.
Choose C-Corp or S-Corp Tax Treatment
By default, your new corporation is a C-corporation. It pays federal corporate income tax and the 5.5% Florida corporate income tax on its profits, and shareholders pay tax again on dividends. That double layer is the main drawback of C-corp status.
An S-corporation election lets income pass through to shareholders’ personal returns, avoiding the second layer. To qualify, the corporation can have no more than 100 shareholders, only one class of stock, and every shareholder must be a U.S. citizen or resident (not another corporation or partnership).10Office of the Law Revision Counsel. 26 U.S. Code 1361 – S Corporation Defined Spouses count as a single shareholder, and differences in voting rights among common shares don’t disqualify you.
You make the election on IRS Form 2553. For a new corporation, the deadline is two months and 15 days after incorporation. Miss the window and you’ll generally wait until the next tax year. Even S-corps that owe federal tax on certain items still have to file a Florida corporate return.9Florida Department of Revenue. Corporate Income Tax Talk this through with an accountant before you file, because switching between C and S status later brings its own tax complications.
Keep Your Personal Liability Shield Intact
The point of incorporating is separating personal assets from business liabilities. That protection isn’t automatic. Florida courts can pierce the corporate veil and hold you personally liable if you treat the corporation as an extension of yourself.
The behaviors that put the shield at risk are predictable:
- Commingling funds. Running personal expenses through the corporate account, or depositing personal income into it without documentation. Open a dedicated corporate bank account right after you get the EIN and keep every transaction clean.
- Undercapitalization. Starting with no meaningful assets and no realistic ability to meet obligations. Courts read this as evidence the corporation exists to dodge liability rather than operate.
- Ignoring formalities. Skipping board meetings, keeping no minutes, making major decisions with no paper trail. Those records are what prove the corporation operates independently from you.
- Diverting assets. Moving corporate money to yourself or to entities you control without documentation, fair compensation, or board approval.
No single factor is automatically fatal. Courts look at the whole picture, and corporations that lose the shield usually fail on several fronts at once. The fix is boring and mechanical: separate accounts, real meetings, written minutes, and capitalization that matches the obligations you’re taking on.
File Your Annual Report Every Year
Every Florida corporation files an annual report with the Division of Corporations between January 1 and May 1 each year. The report confirms or updates officers, directors, registered agent, and principal address.11Florida Department of State. Annual Report – Sunbiz The fee for a profit corporation is $150.12Florida Department of State. File Annual Report
Miss May 1 and a $400 late fee kicks in.12Florida Department of State. File Annual Report Miss the third Friday in September and the state administratively dissolves the corporation. Dissolution doesn’t wipe out debts, but it strips your ability to do business, enforce contracts, or maintain a lawsuit in Florida. You can reinstate, but it costs more and creates a gap in the corporate record that lenders and partners notice. File in January and put it out of your head.
A Note on Bringing In Outside Investors
If you plan to sell stock to anyone beyond yourself and active co-founders, know that selling stock is selling securities, and federal securities laws apply no matter how small the offering. Most private corporations rely on Regulation D exemptions. Under the common Rule 506(b) exemption, you can raise an unlimited amount from accredited investors, but you can’t advertise the offering, you’re capped at 35 non-accredited investors, and any non-accredited participants must receive detailed financial disclosures. You’ll also file a Form D notice with the SEC within 15 days of the first sale, and Florida can require its own notice filing and fees.13Securities and Exchange Commission. Private Placements – Rule 506(b) Shares sold under these exemptions are restricted and can’t be freely resold. This is a place where cutting corners creates real legal exposure, so get advice before you take money.