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When incorporating in Florida with LegalZoom, we not only file your articles of incorporation with the Florida Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Florida corporation.
Florida Incorporation Information
Incorporating in Florida
Choosing a business name is one of the first steps you must take when forming your Florida Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Florida business entity and any reserved names on record, subject to certain exceptions under state law
- May not contain language implying that the Florida corporation is connected with a government agency or that it is chartered under United States law.
In addition, the name of your Florida corporation must contain one of (or an abbreviation of) the following endings:
Articles of Incorporation:
In order to incorporate in Florida, articles of incorporation must be filed with the Florida Department of State. Florida law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: None.
- Duties: Delivering articles of incorporation to the Department of State for filing.
Florida allows a corporation to be formed for any lawful business activity No statement as to the purpose is required in the articles.
- Minimum Number of Directors: One or more.
- Eligibility Requirements –Directors must be natural persons who are at least 18 years old. The articles of incorporation may prescribe additional qualifications.
- Listing Requirements: The name and address of each initial director must be listed in the Articles.
The number of shares the corporation is authorized to issue must be listed in the articles.
Other Required Information:
Optional Provisions: Florida permits optional provisions to be integrated into the articles of incorporation, such as:
- The street address of the initial principal office and the mailing address of the corporation, if different;
- The street address of the corporation's initial registered office
- The name of the initial registered agent at that office and a written acceptance from the agent
- Any shareholder preemptive rights.
- The purpose(s) for which the corporation is organized
- A par value for authorized shares or classes of shares
- Personal liability of shareholders for corporate debts in certain situations
Bylaws govern a Florida corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders.
The bylaws may either list the officers or state that they will be appointed by the board of directors. The bylaws or the board may also authorize an appointed officer to appoint other assistant officers, as well as delegate the responsibility of preparing minutes and authenticating records to one of the officers. One officer may hold more than one office in the corporation at one time.
LegalZoom can also provide your business with registered agent services. Every Florida corporation must have a registered agent -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
- Eligibility Requirements - The registered agent must be either (1) an individual who resides in this state and whose business office is the same as the registered office or (2) a corporation with a business office that is the same as the registered office.
Under Florida law, a professional corporation is formed in order to render services within a single, state-licensed profession. Professional corporations generally may not conduct any other business, and must comply with particular conventions in its choice of corporate name.
Annual Report: A report must be filed with the Florida Department of State every year between January 1 and May 1. The first report must be filed within this period in the year following the calendar year of incorporation. This report must indicate:
Supplemental Corporate Fee:
- The name of the corporation and its state or country of incorporation
- The date of incorporation or, if a foreign corporation, the date on which it was admitted to do business in this state
- The address of its principal office and the mailing address of the corporation
- The corporation's federal employer identification number, if any, or, if none, whether one has been applied for
- The names and business street addresses of its directors and principal officers
- The street address of its registered office and the name of its registered agent there
- A voluntary taxpayer contribution to the Election Campaign Financing Trust Fund, including an explanation of the trust fund purpose
- Other necessary and additional information
In addition to any income taxes, an annual supplemental corporate fee of $88.75 is imposed on each business entity that is authorized to transact business in Florida and is required to file an annual report with the Department of State.
Income Tax Rate: For information on the Florida state income tax rate, visit: http://www.myflorida.com/dor/
S corporation status is recognized by the State of Florida.