To set up a corporation in Florida, you file Articles of Incorporation with the Division of Corporations through the Sunbiz portal, pay a minimum of $70, and then handle a short list of follow-up tasks: appointing a registered agent, adopting bylaws, getting a federal tax ID, registering for any applicable state taxes, and filing an annual report each year to keep the company active. The whole formation filing can be done online in a single session, and once the state approves it, your corporation exists as a separate legal entity that can own property, sign contracts, and shield shareholders from personal liability for business debts.
Pick a Name That Clears Florida’s Rules
Your corporate name has to be distinguishable from every other entity already registered with the state, and it must include a word or abbreviation signaling corporate status: Corporation, Company, Incorporated, or shortened forms like Corp., Co., or Inc.1Official Internet Site of the Florida Legislature. Florida Statutes 607.0401 – Corporate Name
Before you fill anything out, run a free search on the Division of Corporations website at search.sunbiz.org. The search covers active and inactive entities on file, so you can see right away whether your preferred name is taken or too close to one already in use. Skipping this check risks paying for a filing that comes back rejected.
Appoint a Registered Agent
Every Florida corporation needs a registered agent to accept legal documents and official notices for the company. The agent can be an individual who lives in Florida or a business entity authorized to operate in the state. Either way, the agent’s business address has to match the corporation’s registered office, and a P.O. box does not qualify.2Official Internet Site of the Florida Legislature. Florida Statutes 607.0501 – Registered Office and Registered Agent
The agent files a written statement with the Department of State accepting the appointment. You can name yourself as the initial registered agent, which many incorporators do, as long as you maintain a Florida street address and are reliably available during business hours to receive service of process.
Prepare the Articles of Incorporation
The Articles of Incorporation are what actually create your corporation. Florida law requires five pieces of information:3Official Internet Site of the Florida Legislature. Florida Statutes 607.0202 – Articles of Incorporation Content
- The corporate name, including the required suffix.
- The street address of the principal office, plus a mailing address if different. The principal office must be a street address, not a P.O. box.
- The number of authorized shares the corporation may issue. You have to authorize at least one.
- The name of the initial registered agent and the street address of the registered office, with the agent’s written acceptance.
- The name and address of each incorporator.
The Division of Corporations publishes a template with fields for each required item and optional fields for things like a statement of purpose or the names of initial directors. Following the template closely helps avoid a rejection over missing information.
On authorized shares, the number sets the ceiling on how much equity you can issue without amending your articles later. Many small corporations authorize a round number such as 1,000 or 10,000 shares of common stock and issue only a fraction of them to the founders, keeping the rest available for future investors or employees. Most single-owner or small-group corporations start with one class of common stock. If you want multiple classes, the articles have to describe each class and spell out how they differ on voting, dividends, and dissolution, and all shares within the same class must carry identical rights.4FindLaw. Florida Statutes 607.0601 – Authorized Shares
File With the Division of Corporations and Pay the Fees
You can submit your Articles of Incorporation online through the Sunbiz e-filing portal or mail a paper copy to the Division of Corporations in Tallahassee. Online is much faster. The base cost is $70: a $35 filing fee plus a $35 registered agent designation.5Florida Department of State. Corporate Fees Payment is by credit card, debit card, or a prepaid Sunbiz account. A certified copy of your filing costs an extra $8.75, and a certificate of status is another $8.75; both are optional but handy if a bank or landlord wants proof of incorporation.
Processing time depends on the method. The Division publishes current processing dates at dos.fl.gov, and the gap between online and mail filings can be significant. As of early 2026, online filings were being processed within a few business days, while mailed filings lagged behind.6Florida Department of State. Document Processing Dates Once approved, the state issues an acknowledgment letter confirming your corporation legally exists.
Adopt Bylaws and Hold an Organizational Meeting
Florida law requires every corporation to adopt bylaws, but you do not file them with the state.7Florida Senate. Florida Statutes 607.0206 – Bylaws The bylaws are your internal rulebook: how directors are elected, when shareholder meetings happen, what officers the company has, and how votes are counted. Keep the signed copy with your corporate records; a court or the IRS may ask to see it.
Shortly after approval, the initial directors named in your articles (or the incorporators, if no directors were named) should hold an organizational meeting. The group formally adopts the bylaws, elects officers such as a president, secretary, and treasurer, and handles startup items like authorizing a bank account or issuing shares. Record minutes of everything. That paper trail is what separates a real corporation from a shell, and courts look at it when deciding whether the liability shield holds up.
Get a Federal EIN
Almost every corporation needs an Employer Identification Number from the IRS. Banks require one to open a business account, and you will need it before hiring employees or filing tax returns. The application asks for the name and taxpayer ID of a “responsible party,” meaning the person who controls the entity’s finances.8Internal Revenue Service. Employer Identification Number Apply online at irs.gov for free and the EIN is issued at the end of the session. You can also fax Form SS-4, which takes longer. There is no fee either way.
Decide Whether to Elect S-Corp Status
By default, the IRS treats a new corporation as a C corporation. The company pays federal corporate income tax on its profits, and shareholders pay personal income tax again on any dividends. To avoid that double layer, you can elect S-corporation status by filing Form 2553 with the IRS, which passes income through to shareholders to report on their personal returns.
The deadline is tight. For the election to take effect in the corporation’s first tax year, Form 2553 has to reach the IRS within two months and 15 days of the date the corporation begins that tax year.9Internal Revenue Service. Instructions for Form 2553 Miss the window and you are a C corporation for that year. Florida does not require a separate state-level S election; the state follows the federal classification.
Register for Florida Taxes
Florida imposes a corporate income tax of 5.5% on net income, filed on Form F-1120 with the Department of Revenue.10Florida Department of Revenue. Tax and Interest Rates The return is generally due on the first day of the fifth month after the close of your taxable year, so a calendar-year corporation files by May 1. The first $50,000 of net income is exempt, so many smaller corporations owe nothing. S corporations with federal pass-through treatment are generally not subject to this tax.
If your corporation will sell taxable goods or services, you have to register as a sales and use tax dealer before you start operating. Registration is done through the Florida Business Tax Application (Form DR-1) on the Department of Revenue’s website.11Florida Department of Revenue. Florida Sales and Use Tax Corporations that only provide non-taxable services or sell exempt products do not need to register.
Once you hire employees, you will also need to register for Florida’s reemployment (unemployment) tax. The usual trigger is quarterly payroll of $1,500 or more, or employing at least one person during any 20 weeks of a calendar year. Registration uses the same Form DR-1.12Florida Department of Revenue. Account Management and Registration
Many counties and municipalities also require a local business tax receipt (sometimes still called an occupational license) before you open. Fees and requirements vary, so check with your county’s tax collector after forming the corporation.
File the Annual Report Every Year
Every Florida corporation has to file an annual report with the Division of Corporations between January 1 and May 1 each year, starting the year after incorporation. The report confirms or updates the officers, directors, registered agent, and addresses. The filing fee is $150 for a for-profit corporation.13Florida Department of State. Fees – Division of Corporations
Missing the May 1 deadline triggers an automatic $400 late fee on top of the regular filing fee.14Florida Department of State. File Annual Report If you still have not filed by the third Friday of September, the state administratively dissolves your corporation. Dissolution strips the company of its legal standing, so it can no longer enforce contracts, protect shareholders from personal liability, or conduct business. Reinstating takes more money and more paperwork. Put this deadline on your calendar the day you incorporate.
Amending the Articles Later
If you need to change something in your Articles of Incorporation after filing, such as the corporate name, authorized share count, or registered agent, you file Articles of Amendment with the Division of Corporations. The fee is $35 per amendment, and the filing is done through Sunbiz.13Florida Department of State. Fees – Division of Corporations Adding a new class of shares or increasing your authorized share count both require an amendment, which is why picking a reasonable initial share number matters. Routine updates to officer names and addresses are handled through the annual report and do not need a formal amendment.