Start a Corporation in Florida
Florida corporations offer the credibility of the corporate name and structure, liability protection from lawsuits and bankruptcy, certain tax advantages, and easier access to raising capital. Use our tools below to help you form your Florida corporation today.
If you want more, hire us to form your corporation in Florida for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and everything else a growing business needs.
How to Start a Corporation in Florida
A Florida corporation is a type of business entity that legally creates separation between the business and its owners (shareholders). If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
To start a corporation in Florida, you must file Articles of Incorporation with the Division of Corporations. You can file the document online or by mail. The Articles of Incorporation cost $70 to file. Once filed with the state, this document formally creates your Florida corporation.
1. Name Your Corporation
If you’re starting a new business, you probably already know what you want to name it. However, you’ll need to know if your preferred name is available in Florida. To find out, visit the Florida’s Corporation Records Search, enter the name you want, and see if anyone else is using it.
Your name can’t be the same or too similar to any other businesses on record in the state. The name must contain an indicator like Corporation, Incorporated, Company, Limited, or an acceptable abbreviation. Most corporations opt to keep it simple with Corp or Inc.
Note: Professional associations have different naming requirements and must include Chartered, P.A., or Professional Association.
The company name written on your Articles of Incorporation will be your corporation’s legal name. If your company plans to do business using a different name, you can register an assumed business name (also called a fictitious business name or DBA) with the Florida Division of Corporations.
To get a DBA in Florida, you have to publish notice of your intention to register a fictitious business name in a local newspaper before you actually register the name. Local means a newspaper located in the same county as your registered agent.
Publication fees vary depending on the newspaper. Once your fictitious business name has been advertised in a newspaper at least once, you can submit an Application for Registration of Fictitious Name, which comes with a $50 fee.
Note: The Florida Division of Corporations doesn’t require proof of the publication, but when you sign the application, you confirm that you met the publication requirement.
Considering using an assumed business name? Learn How to Get a Florida DBA.
Yes. DBAs last 5 years, at which time they’ll need to be renewed. In order to do this you’ll need to submit an Application for Renewal of Fictitious Name and pay $50.
2. Designate a Registered Agent
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.
Florida registered agents need to have physical addresses in Florida, be open during business hours, accept documents on your behalf and get them to you. In other words, your registered agent’s address acts as the official place where any service of process and official mail for your company will be sent.
Yes. But if you go that route, you’ll need to list your name and street address on the public record. You’ll also need to be available during regular business hours (9 AM to 5 PM) to accept legal mail.
Yes. There are two ways to change your registered agent in Florida.
- Hire us and we’ll complete the change of agent form for you for free.
- Do it yourself and file a Statement of Change of Registered Office or Agent or Both form with the Florida Department of State.
3. Submit 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.
You’ll need to include the following information on your Articles of Incorporation:
- Corporate name. Your name must include an identifier like Corporation, Incorporated, or an abbreviation like Corp. or Inc.
- 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 P.O. Boxes.
- Purpose. 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.
- 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.
- 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.
- 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.
- 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.
- 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.
It’s a fact that all the information provided in the Articles of Incorporation will become part of the public record. When your personal information is accessible by anyone, it opens your business up to hassles like junk mail.
To keep your information off the public record, you can hire a registered agent company—like us. We’ll list our address on this form so you don’t have to. Your personal addresses will stay off the public record and away from prying eyes.
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
P.O. Box 6327
Tallahassee, FL 32314
Note: 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.
In person filings can be delivered to the following address between 8 AM and 5 PM:
New Filing Section
Department of State
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
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4. 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.
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.
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.
5. 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.
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.
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:
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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?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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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?
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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?
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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?
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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.
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.
6. 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.
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.
7. 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.
To open a corporate bank account in Florida, you’ll need to bring the following with you to the bank:
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a copy of the Florida corporation’s Articles of Incorporation
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the corporation’s bylaws
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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.
8. 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.
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).
The annual report has a flat fee of $150.
The filing is due before 12:01 AM on May 1st. 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.
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%.
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.
Ready to Start a Corporation in Florida?
