How to Set Up a Corporation in Florida: Filing, EIN, and Annual Report

To set up a corporation in Florida, you file Articles of Incorporation with the Florida Division of Corporations through Sunbiz.org, pay a $70 base fee, and then complete a short list of follow-up tasks: appoint a registered agent, hold an organizational meeting, get a federal EIN, register for state taxes, and calendar your first annual report. The filing itself can be done online in one sitting. The ongoing compliance is where most new owners stumble.¹

Pick a Name the State Will Accept

Your corporate name must include a designator: “Corporation,” “Incorporated,” “Company,” or one of the abbreviations “Corp.,” “Inc.,” or “Co.”²

It also has to be distinguishable from every other entity on file. Florida reads that strictly. Punctuation differences don’t count. Neither does adding or dropping “the” or “a,” switching singular to plural, or swapping one corporate suffix for another. “Bright Wave Inc.” and “Bright Wave Corp.” are the same name as far as the Division is concerned.²

Search the Sunbiz.org database yourself before filing. The Division doesn’t do preliminary name checks, so any conflict is on you.³ The database covers active, inactive, and dissolved entities. Treat a name as yours only after the Division sends an acknowledgment letter.

One boundary: if you’re forming a corporation to practice a licensed profession like law, medicine, or accounting, you’re under Chapter 621 and use designations like “Professional Association,” “P.A.,” or “Chartered” instead.

Appoint a Registered Agent

Every Florida corporation needs a registered agent with a physical street address in the state. The agent accepts legal documents and government notices for the corporation, lawsuits included. A P.O. box doesn’t qualify.

The agent can be an individual Florida resident or a business entity authorized in Florida, and the agent’s business address has to match the registered office address in your filing.⁴ Many owners name themselves at the start, which works if someone is reliably at that address during business hours. If you travel or work remotely, a commercial registered agent service typically costs $50 to $300 per year.

File the Articles of Incorporation

The Articles of Incorporation create the corporation. Florida requires five pieces of information:⁴

Corporate name with the required designator.
Principal office street address, plus a mailing address if different.
Number of authorized shares. There’s no minimum; for a small, closely held corporation, 1,000 or 10,000 shares is common. You don’t have to issue all of them, but you can’t issue more than the authorized number without filing an amendment.
Name and street address of the registered agent and office. The agent must sign to accept the appointment.
Name and address of each incorporator. The incorporator doesn’t have to be an owner or director.

You can add optional provisions, including a purpose clause, rules for internal governance, limits on director or shareholder powers, preemptive rights, par value for shares, or exclusive forum provisions. Anything you put in the articles rather than the bylaws is harder to change later because amending the articles requires a filing with the state.

Where and How to File

Filing goes through the Sunbiz.org online portal. You can type the information into the web form or upload a completed PDF.⁵ Once submitted, the filing cannot be changed, cancelled, or refunded, so check every field before you hit submit.

The base fees:⁶

Filing fee: $35.00
Registered agent designation: $35.00
Certified copy (optional): $8.75

Minimum $70, or $78.75 with a certified copy. Electronic filings post within about three business days; paper filings take up to five.⁷ You’ll get an acknowledgment letter by email once the filing is accepted. Confirm your entity shows as “Active” on the public registry.

If you want the corporation to exist on a future date instead of the filing date, you can specify a delayed effective date in the articles, up to 90 days out.⁸

Hold the Organizational Meeting

After the state accepts the articles, the directors meet to set the corporation up internally. At this meeting, they adopt bylaws, appoint officers, authorize the issuance of stock, and handle startup items like opening a bank account.

Bylaws are the corporation’s internal operating manual, covering how meetings run, how directors are elected and removed, what powers officers hold, and how shares transfer. Unlike the articles, bylaws stay private and are not filed with the state.

Take minutes at this meeting and at every board meeting afterward. Set up a stock ledger to track ownership and transfers; shares can be certificated or uncertificated. That paper trail is what distinguishes a corporation from an alter ego of its owners when a creditor comes looking. Courts examine whether the corporation observed its own formalities before deciding whether to respect the corporate structure.

Florida allows a single director, so a one-person corporation is legal. Directors must be at least 18. They don’t need to be Florida residents or shareholders unless the articles or bylaws say so.⁹

Get a Federal EIN

After the state confirms your incorporation, apply for an Employer Identification Number from the IRS. The IRS recommends forming the entity first because applying before the entity exists can slow things down.¹⁰ The online application is free and returns your EIN immediately. You need it to open a business bank account, hire employees, and file federal returns.

Decide Whether to Elect S-Corporation Status

By default, a new Florida corporation is taxed as a C corporation. The business pays tax on profits, and shareholders pay again on distributions. An S-corporation election on IRS Form 2553 passes income through to shareholders, who report it on their personal returns.¹¹

Not every corporation qualifies. S corporations are capped at 100 shareholders, all of whom must be U.S. citizens or residents. Partnerships and other corporations cannot be shareholders, and the corporation can have only one class of stock.¹¹

The deadline is tight. A new corporation must file Form 2553 within two months and 15 days of the start of its first tax year for the election to apply that year. Miss it, and you wait until the next tax year.

The election matters more in Florida than in many states because Florida levies a 5.5% corporate income tax on C corporations.¹² An S corporation that passes all income through generally avoids that state-level tax, and Florida has no personal income tax to pick it up on the other side.

Register for Florida State Taxes

Florida has no personal income tax, but corporations still register with the Florida Department of Revenue for any taxes that apply. Use the Florida Business Tax Application (Form DR-1).

The common registrations:

Sales and use tax, if you sell products at retail or wholesale, rent property or equipment, sell online, or work as a contractor improving real property.
Reemployment tax, Florida’s unemployment insurance. You’re liable once you pay $1,500 or more in wages in any calendar quarter, or you have at least one employee during any 20 weeks in a year. Register by the end of the month after the quarter in which you become liable.¹³
Corporate income tax, at 5.5%, for C corporations earning income in Florida.¹²

You may also need a local business tax receipt from your county or municipality. Requirements vary, so check with your local tax collector’s office.

Workers’ Compensation

Florida requires most employers with four or more employees to carry workers’ compensation insurance. Corporate officers who own stock can elect an exemption by filing a notice with the Florida Department of Financial Services. The officer must be listed with the Division of Corporations, complete an online compliance tutorial, and certify that any non-exempt employees are covered.¹⁴ Construction industry corporations face stricter rules with lower employee thresholds.

Calendar the Annual Report

Every Florida corporation files an annual report with the Division of Corporations between January 1 and May 1 each year. The first report is due the year after the calendar year you formed. Incorporate in October 2026, and your first report is due between January 1 and May 1, 2027.¹⁵

The fee for a for-profit corporation is $150. File after May 1 and the total becomes $550, which includes a $400 late penalty.¹⁶ If the report still isn’t in by the third Friday in September, the Division administratively dissolves the corporation at the close of business on the fourth Friday of September.¹⁷

A dissolved corporation can’t sue in Florida courts until the report is filed and all fees and penalties are paid.¹⁵ Reinstatement is possible, but you pay a reinstatement fee on top of every overdue annual report fee. Set a calendar reminder for March. It’s the cheapest insurance you can buy.

Beneficial Ownership Reporting

You may have heard that new corporations must file a Beneficial Ownership Information (BOI) report with FinCEN under the Corporate Transparency Act. An interim final rule effective March 26, 2025 exempts all entities formed in the United States from that requirement. Only foreign-formed companies registered to do business in a U.S. state still have to file.¹⁸ A Florida-formed corporation currently has no BOI obligation. The rule could change through further rulemaking or litigation, so check the current status before you form.

1
Florida Department of State. About Us – Division of Corporations
2
Florida Senate. Florida Code Title XXXVI Chapter 607 Part I – Section 607.0401 Corporate Name
3
Division of Corporations. Profit Filing Help
4
Florida Senate. Florida Code Title XXXVI Chapter 607 Part I – Section 607.0202 Articles of Incorporation Content
5
Division of Corporations. Articles of Incorporation for Florida Profit Corporation
6
Florida Department of State. Corporate Fees
7
Florida Department of State. Division FAQs
8
Official Internet Site of the Florida Legislature. Florida Code Chapter 607 – Section 607.0123 Effective Time and Date of Document
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Official Internet Site of the Florida Legislature. Florida Code Chapter 607 – Section 607.0802 Qualifications of Directors
10
Internal Revenue Service. Get an Employer Identification Number
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Internal Revenue Service. S Corporations
12
Florida Dept. of Revenue. Tax and Interest Rates
13
Florida Dept. of Revenue. Florida Reemployment Tax
14
Official Internet Site of the Florida Legislature. Florida Code Chapter 440 – Section 440.05 Election of Exemption
15
Official Internet Site of the Florida Legislature. Florida Code Chapter 607 – Section 607.1622 Annual Report for Department
16
Florida Department of State. Fees – Division of Corporations
17
Florida Department of State. File Annual Report – Division of Corporations
18
Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension