Everything You Need to Know About Florida Corporations:
Florida Incorporation Options
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How to Incorporate in Florida
To start a corporation in Florida, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Division of Corporations. You can file this document online, by mail or in person. The articles cost $70 to file. Once filed with the state, this document formally creates your Florida corporation.
Per FL Stat § 607.0501 (2019), every Florida corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Florida DOC’s Corporation Records Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Florida Articles of Incorporation. Follow along with our filing instructions below:
Filing the Florida Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Florida business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Corporate Name
Your name can’t be the same or too similar to any other businesses on record in the state. The name must also include “Corporation,” “Incorporated,” “Company,” or an abbreviation for one of these words. (Professional associations have different naming requirements and must include “Chartered,” “P.A.,“ or “Professional Association.”) Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
2. Principal Office
This is the main business office of your corporation and where you’ll receive mail (besides legal notifications). It must be a street address, so no PO boxes. Tip: Prefer not to put your personal home or office address on this public document? When you hire Northwest as your registered agent, you can use our Florida address as your principal address.
Your “purpose” here is really just the business activities your corporation plans to engage in. This section is optional for most corporations, but professional corporations – businesses providing state-licensed services like doctors and lawyers – need to list a single specific service, such as “practicing medicine.” Tip: Most corporations are not professional corporations and are free to skip this section.
4. Authorized Shares
List the number of shares you want to create. You have to list at least one. Some or all of these shares can be distributed later on at your organizational meeting.
5. Directors and Officers
You can choose to list the names and addresses of directors and officers. However, this is optional, and any information included in your Articles of Incorporation will become part of the permanent public record of your Florida corporation. On the other hand, names of officers or directors may be required for things like licensing or opening a bank account for your business. Tip: If you choose to provide director and officer information and don’t want to list personal addresses, you can use our business address instead when you hire us.
6. Registered Agent
For your Florida registered agent, list the name and address of either an individual Florida resident (such as yourself) or a business that provides registered agent service (such as Northwest). Your agent will need to sign your articles as well. The address must be a Florida street address where your registered agent will be regularly available to accept legal notifications for your business. Tip: Hire Northwest and our address will go here – and yours can stay private.
7. Florida Incorporator
Your incorporator is the person who signs and submits your articles to create your Florida corporation. It doesn’t have to be a director, officer, or anyone in your corporation—just someone you authorize to submit your articles. Your incorporator must include their name, address and signature. Tip: We’ll be your incorporator when you hire Northwest.
8. Effective Date
This section is optional. The default effective date in Florida is the date the Articles of Incorporation are filed. However, if you want to push off the start date – for example, to line up with the start of a tax period – you can opt for a start date up to 90 days in the future (or five days prior to the filing date). Tip: Most corporations start upon filing.
Why Have a Registered Agent Form Your Florida Corporation?
Professionals in Florida hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We own our own building in St. Petersburg, FL. We’re on a first name basis with the people who work in the Division of Corporations.
As your registered agent, we list our St. Petersburg registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Jacksonville, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 10 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Florida. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Florida Corporation Is Formed?
After your Florida Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Florida corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Florida Corporate Bylaws (including free Florida Corporate Bylaws templates), see our Florida Corporate Bylaws resource.
Do I need bylaws for my Florida corporation?
Yes. FL Stat § 607.0206 (2019) notes that initial bylaws shall be adopted by the incorporators or board of directors – or by the shareholders if that power is reserved for them in the Articles of Incorporation.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Florida bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, FL Stat § 607.1602 (2019) states that bylaws cannot abolish or limit the ability of shareholders to inspect and copy any corporate records after giving written notice.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Florida corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Florida organizational meetings?
You’re required to give a minimum of three days notice before holding the meeting, and the notice must state the time and location of the meeting. The meeting doesn’t have to be held in Florida. Florida also allows corporations to conduct any initial business without an organizational meeting, but incorporators or directors are still required to sign written consents for any action that would normally be taken in a meeting.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Florida corporation?
To open a corporate bank account in Florida, you’ll need to bring the following with you to the bank:
A copy of the Florida corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Florida Reports & Taxes
In Florida, corporations file an annual report each year. In addition, corporations are subject to state taxes, including a corporate net income tax and sales taxes.
What is the Florida Annual Report?
The Florida Annual Report is a filing you must submit each year. The annual report is where you confirm and update information on directors, officers, your principal office, mailing address, and registered agent (which can be changed on the annual report for no fee).
How much is the Florida Annual Report fee?
The annual report has a flat fee of $150.
When is the Florida Annual Report due?
The filing is due before 12:01 AM on May 1. After that, you’ll have to pay a $400 late fee! But even if you’re filing late, be sure to get your annual report filed before the third Friday in September, as your business will be administratively dissolved the following Friday.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Florida Annual Report filings. Or better yet, let us file for you. With our business renewal service, we send you the completed annual report for you to add your tax information, then submit the report for you for $100 plus the state fee.
What should I know about Florida corporate taxes?
Florida corporations have one major tax requirement, a corporate net income tax.
The corporate income tax rate is a flat 5.5%, and the first $50,000 of income is exempt. As a plus, if you have an S corporation, Florida is one of the few states that doesn’t have a personal net income tax, which usually frees you from state-level income tax obligations (not that you won’t have other taxes, but no state income tax is a pretty nice perk).
The Florida sales tax is 6%. City, county and specialty sales taxes can be tacked on as well, making the average total sales tax 7.006%.
Do corporations have to register with the Florida Department Of Revenue?
Yes, if you conduct business in Florida, you’re required to register with the Florida Department of Revenue. You can register via the Department of Revenue or by filing a Florida Business Tax Application. You’ll need your EIN before you can register.
Florida Corporation FAQs
How can I submit the Florida Articles of Incorporation?
You can file Florida articles online through Sunbiz, by mail, or by walk-in to file at the Department of State’s office. Mailed filings must be submitted to the following address:
Department of State
New Filing Section
Division of Corporations
PO Box 6327
Tallahassee, FL 32314
If filing with the option to receive a Certified Copy, you will need to include a duplicate copy of the form when submitting by mail.
If submitting your Articles of Incorporation in person, deliver them to the following address between 8:00am and 5:00pm:
New Filing Section
Department of State
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
Please note that the Department of State’s office is currently closed for walk-in services due to COVID-19 restrictions.
How much does it cost to start a Florida corporation?
At least $70, and with additional options, it could be as much as $87.50. The base filing fee is $35, but the state also requires a $35 fee for Designation of Registered Agent – and if you choose the options to add a certified copy or certificate of status, those additional documents are $8.75 each.
Hire us for a one-time fee of $295, including the state filing fees, a year of registered agent service, a business address and more.
How long does it take to start a Florida corporation?
Document processing times can vary in Florida, and filings are processed in the order they are received. Articles filed by mail can take 3 weeks to process – 15 business days. If filing online, the process is a little faster, around 10 business days but sometimes longer. You can check Sunbiz to see when today’s items being processed originally arrived.
Does a Florida corporation need a business license?
Yes, FL Stat § 205.053 (2019) states that businesses must obtain a Local Business Tax Receipt before engaging in any business in Florida. The tax (formerly called an Occupational License) is administered on the county level. Tax costs vary based on the type of business and number of employees but are often under $100.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Florida corporation?
A corporation formed outside of Florida—but which conducts business in the state—is considered a foreign Florida corporation. For example, if you incorporated in Georgia but decide to open a storefront in Florida, you would be a foreign Florida corporation. This also means you would need to register with the state by filing a Florida Application by Foreign Corporation for Authorization to Transact Business in Florida with the Florida Department of State’s Division of Corporations. Foreign corporations are required to file the Florida Annual Report each year as well.
What can I do if I need Florida mail forwarding?
Whether you need a professional business address, travel often, or simply want to keep your personal information off public records, your corporation can benefit from mail forwarding. At Northwest, we include limited mail forwarding with our registered agent and formation services. For more robust needs, we also offer unlimited mail forwarding with a unique suite number as part of our premium Florida mail forwarding service.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Florida nonprofit requires a different form. Florida nonprofits still must file an annual report each year, but the fee is only $61.25.
How can I get a Florida phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Florida Incorporation Service
Our Florida incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Florida corporation for $295 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Florida Articles of Incorporation to the Department of State, Division of Corporations. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Florida Division of Corporations has approved your filing, we notify you that your Florida corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.