To incorporate a business in Florida, you file Articles of Incorporation with the Florida Division of Corporations through the Sunbiz online portal and pay a $70 minimum filing fee. Your corporation legally exists the moment the Division accepts the filing. From there, you obtain a federal Employer Identification Number, hold an organizational meeting to adopt bylaws and elect officers, register for any state and federal taxes that apply to your activities, and file an annual report with the state each year to keep the corporation in good standing.
Pick and Check Your Corporate Name
Your corporation’s name has to be distinguishable from every other entity name already on file with the Division of Corporations.1Florida Senate. Florida Code 607 – Corporate Name It also has to include one of the corporate designators: Corporation, Company, Incorporated, Corp., Inc., or Co.2Florida Department of State. Instructions for Articles of Incorporation (FL Profit) Search the Division’s database at Sunbiz.org before you commit, because a conflicting name will get your filing rejected.
If you want to hold a name while you get your paperwork together, Florida lets you reserve one for up to 120 days. Reservation is optional. If you’re ready, skip it and file.
What Goes in the Articles of Incorporation
The Articles of Incorporation are the founding document that creates the corporation. Florida law requires five things:3The Florida Legislature. Florida Statutes 607.0202 – Articles of Incorporation Content
- The full corporate name, including the required designator.
- The principal office street address, plus a mailing address if it’s different.
- The total number of authorized shares.
- The name and Florida street address of the registered agent, with a signed acceptance.
- The name and address of the incorporator (the person filing).
Listing your initial officers and directors in the articles is optional for a Florida profit corporation.2Florida Department of State. Instructions for Articles of Incorporation (FL Profit) Many people include them anyway because banks and vendors often want to see who runs the company, but the Division will accept the filing without that information.
Appointing a Registered Agent
Every Florida corporation must name a registered agent with a physical Florida street address. A P.O. Box will not satisfy the requirement.4The Florida Legislature. 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 agent’s job is to receive lawsuits, government notices, and other official mail on the corporation’s behalf.
The agent has to sign a written acceptance, which is built into the online filing form. When you file electronically, typing the agent’s name in the signature block is a valid electronic signature. A corporation cannot be its own agent, but an owner or officer can serve in that role personally.
Choosing the Number of Authorized Shares
Florida sets no minimum or maximum on authorized shares, so the number is up to you. A higher number gives you room to bring in investors or grant equity later without amending the articles. Small, closely held corporations commonly authorize between 1,000 and 10,000 shares. If you assign a par value (a stated minimum price per share), shares generally cannot be issued below that price, so most small corporations either set a nominal par value like $0.01 or skip par value altogether.
File the Articles and Pay the Fee
You can file online through the Sunbiz portal at dos.fl.gov or mail paper documents to the Division of Corporations in Tallahassee. Online is faster and is what most businesses use. The minimum cost:5Florida Department of State – Division of Corporations. Profit Filing Help
- Articles of Incorporation: $35.00
- Registered Agent Designation: $35.00
- Total minimum: $70.00
Two optional extras are available at filing: a certified copy of the articles ($8.75) and a certificate of status ($8.75).6Florida Department of State. Corporate Fees – Division of Corporations A certificate of status shows the corporation is in good standing, which banks and lenders commonly ask for when you open an account or apply for financing. Ordering it during filing saves a separate request later.
Your corporation exists as of the date the Division accepts the filing, unless you specify a future effective date in the articles. The system returns a confirmation number after submission. Credit cards and prepaid Sunbiz accounts are the online payment options.
Get an EIN From the IRS
Every corporation needs an Employer Identification Number from the IRS, even if you don’t plan to hire anyone right away.7Internal Revenue Service. Employer Identification Number The nine-digit number works like a Social Security number for the business and you’ll need it to open a bank account, file federal returns, and pay employment taxes. Apply online at irs.gov. It’s free, and the IRS issues the number as soon as you finish the application.
Hold the Organizational Meeting
Florida law requires an organizational meeting after incorporation to get the internal governance set up.8The Florida Legislature. Florida Statutes 607.0205 – Organizational Meeting of Directors If the articles name initial directors, those directors run the meeting. If not, the incorporator holds it and elects the initial board. At this meeting the corporation typically:
- Adopts bylaws that govern how meetings are called, how votes are counted, and what authority each officer holds.
- Elects the board of directors, if directors aren’t already named in the articles.
- Appoints officers such as a president, secretary, and treasurer.
- Authorizes opening a corporate bank account.
- Issues stock certificates to the initial shareholders.
Keep written minutes in your corporate records. Florida does not require you to file bylaws or minutes with the state, but you’ll want them if your corporation’s legitimacy is ever challenged in court. Ongoing recordkeeping, including minutes of annual shareholder and director meetings, helps preserve the liability protection incorporation provides.
Consider an S-Corporation Election
By default the IRS treats a new corporation as a C-corporation, which means the company pays tax on its profits and shareholders pay tax again on dividends.9Internal Revenue Service. Forming a Corporation To avoid that double layer, you can elect S-corporation status on IRS Form 2553. An S-corp passes income and losses through to shareholders, who report them on their personal returns.
To qualify, the corporation must have no more than 100 shareholders, only one class of stock, and shareholders who are U.S. citizens or residents (not other businesses or partnerships).10Internal Revenue Service. S Corporations The election has to be filed within two months and 15 days after the beginning of the tax year it’s meant to cover.11Internal Revenue Service. Instructions for Form 2553 For a brand-new corporation, that clock starts on the earliest date the corporation had shareholders, had assets, or began doing business. Miss the window and the election waits until the following tax year.
Register for State and Federal Taxes
Beyond the federal EIN, your corporation may need to register with the Florida Department of Revenue depending on what it does. Florida has no personal income tax, but the state does impose a corporate income tax of 5.5% on net income above $50,000. Any corporation doing business in Florida should register with the Department of Revenue to cover its state tax obligations.
Sales and Use Tax
If your corporation sells taxable goods or services, register as a dealer with the Department of Revenue before you make your first sale. Registration goes through the Florida Business Tax Application (Form DR-1) at floridarevenue.com.12Florida Department of Revenue. Registering Your Business After that, you collect sales tax from customers and remit it to the state on a regular schedule.
Reemployment Tax
Florida’s version of unemployment tax is called reemployment tax. If you hire employees, you must register with the Department of Revenue by the end of the month following the calendar quarter you first become liable. New employers pay 2.7% on the first $7,000 of each employee’s annual wages.13Florida Department of Revenue. Florida Reemployment Tax
Federal Unemployment Tax
Employers who pay $1,500 or more in wages during any calendar quarter, or who have at least one employee for any part of a day in 20 or more weeks, also have to file Form 940 for federal unemployment tax.14Internal Revenue Service. Topic No. 759, Form 940 – Employers Annual Federal Unemployment (FUTA) Tax Return The federal rate is 6.0% on the first $7,000 per employee, but employers who pay Florida reemployment tax on time get a credit of up to 5.4%, dropping the effective FUTA rate to 0.6%.
File Your Annual Report Every Year
Every Florida profit corporation has to file an annual report with the Division of Corporations between January 1 and May 1, starting the year after the corporation was formed.15The Florida Legislature. Florida Statutes 607.1622 – Annual Report for the Department of State The filing fee is $150.00.16Florida Department of State. Fees – Division of Corporations The report is filed online through Sunbiz and confirms the corporation’s current principal address, registered agent, and officer information.
Miss May 1 and a $400 late fee kicks in, bringing the total to $550.17Florida Department of State Division of Corporations. File Annual Report If the report still isn’t filed by the third Friday of September, the Division administratively dissolves the corporation at the close of business on the fourth Friday of September. A dissolved corporation can be reinstated by filing a reinstatement application and paying every overdue annual report fee plus a reinstatement fee, but avoiding that mess is straightforward: put the May 1 deadline on your calendar and file each year.