How to Form a Florida Corporation

Requirements for incorporating in Florida

Preparing your articles of incorporation

To form a corporation in Florida, you need to file a form called articles of incorporation with the Florida Department of State and pay a filing fee. The corporation’s existence begins as soon as you file the articles of incorporation unless the articles specify a later date. Many things may be included in the articles of incorporation, but, at a minimum, they must contain the following:

• Name of the corporation
• Street address of the principal place of business
• Corporate purpose
• Details on the corporation’s stock structure
• Registered agent
• Names and addresses of incorporators

Stock structure

A corporation can have different types of stock, called classes or series. These types of stocks can have different advantages. For example, one can offer voting rights while another may not. Regarding the stock structure, your articles of incorporation must state the following:

• If there is only one class of stock, the articles of incorporation must state the number of shares authorized.
• If there is more than one class of stock, the articles must provide a designation for each class and specify the number of shares, preferences, limitations, and rights for that class.

Naming your corporation

You can conduct a preliminary search on the Department of State’s website to see if your proposed company name is available. You cannot reserve a name in advance. Your corporate name must meet the following requirements:

• The name of a Florida corporation must include the words “corporation,” “incorporated,” or “company,” or the abbreviations “corp.,” “inc..,” or “co.”
• A corporation’s name must be distinguishable from all other legal entity names on file with the Department of State.

Specifying incorporators

An incorporator prepares, signs, and files the articles of incorporation. The incorporators’ names and addresses must be listed in the articles of incorporation.

One or more persons can act as incorporators. Florida does not have any eligibility requirements for incorporators.

Incorporators must hold an organizational meeting after the articles of incorporation are filed unless the articles name the corporation’s initial directors. At the meeting, the incorporators elect directors and may also appoint officers and adopt bylaws. The incorporators have no other responsibilities.

Specifying directors

Corporate directors are responsible for managing the corporation and setting corporate policies. Directors have a fiduciary duty to the corporation, which means they must act in good faith and place the interests of the corporation ahead of their personal interests.

Unlike with incorporators, Florida does have requirements for specifying directors:

• There must be at least one director. Your corporation can have as many directors as it wants.
• Directors must be individuals who are 18 or older.
• Directors do not have to be Florida residents or shareholders.

The articles of incorporation or bylaws can impose additional eligibility requirements.

Specifying a registered agent and registered office

A registered agent is a person or entity that the corporation designates to receive legal documents and forward them to the corporation. A registered office is the registered agent’s business address. Both a registered agent and the agent’s office are required when completing your articles of incorporation.

When specifying your registered agent, you must adhere to the following requirements:

• The registered agent must have a street address in Florida and must sign the articles of incorporation agreeing to serve as agent.
• A registered agent can be either a person or a corporation that was formed in Florida or is authorized to do business in Florida.
• The registered office address must be in Florida and must be identical to the registered agent’s business address. Your corporation’s registered office may be the same as its place of business.

Stating a corporate purpose

The articles of incorporation can include a broad, general statement of your corporation’s purpose, which allows flexibility should your corporation’s purpose change in the future. For example, Florida’s online filing form allows you to state your purpose as “for any and all lawful business.”

Determining incorporation bylaws

Bylaws are a corporation’s internal roadmap for the way it will be governed and the operating procedures it will follow. Bylaws can include any provisions for managing the affairs and regulating the business of the corporation.

Although bylaws are not required for incorporation, the directors or incorporators must adopt bylaws unless the articles of incorporation give that power to the shareholders. Bylaws are not filed with the Department of State but must be kept at your place of business.

Bylaws must be consistent with Florida law and the business’ articles of incorporation.

Costs of incorporating in Florida

The Florida Department of State requires a fee when filing articles of incorporation and designating a registered agent. Corporations are also required to pay state and federal income taxes.

Florida corporation formation FAQs

What documents do I need to file to start a corporation in Florida?

You need to file articles of incorporation with the Florida Department of State to start your corporation. This is the main document that creates your business legally. The articles must include six required pieces of information:

• Your corporation's name (with words like "Corporation" or "Inc.")
• Your business address in Florida
• What your company will do
• Details about your stock
• A registered agent
• The names of the people filing the paperwork.

You'll also pay a $35 filing fee when you submit these documents. Once the state approves your filing, your corporation officially exists and you can start doing business.

How do I choose a name for my Florida corporation?

Your corporation name must include specific words to show it's a corporation—like "Corporation," "Incorporated," "Company," or their short forms "Corp.," "Inc.," or "Co." This tells people they're dealing with a corporation, not a regular business. The name also has to be different from other businesses already registered in Florida. If you haven't yet thought of a name, use LegalZoom's Business Name Generator. Then you can check if your name is available by searching the Florida Department of State's website for free.

However, Florida doesn't let you reserve names ahead of time, so you need to file your paperwork quickly once you find an available name. Avoid names that sound like government agencies (like "FBI Services") unless you have special permission. This could cause legal problems later.

What is a registered agent, and do I need one in Florida?

Yes, every Florida corporation must have a registered agent—this is someone who receives important legal papers and official mail for your business. Think of them as your corporation's official mailbox for legal stuff. Your registered agent must be either a Florida resident or a business that's authorized to work in Florida.

They need a real street address in Florida (not a P.O. box) where they can receive mail during normal business hours. The person or company has to agree in writing to be your registered agent. You can be your own registered agent if you live in Florida, or you can hire a professional service.

How much does it cost to form a corporation in Florida?

The basic cost to form a Florida corporation is $35, which is the state filing fee you pay when submitting your articles of incorporation. This is the minimum amount required by Florida law. However, you'll likely have additional costs depending on how you handle the process. If you hire a service like LegalZoom, they charge $0-$299 plus the state fee.

What happens after I file my articles of incorporation?

After filing, you need to hold an organizational meeting to set up how your corporation will actually work. This is where you elect your first directors (if you didn't name them in your articles), choose officers like a president and secretary, and create your corporate bylaws. You'll also need to create bylaws, which are like internal rules for how your corporation operates. These cover things like how often directors meet, how decisions get made, and what officers do. While you don't file bylaws with the state, they're very important for running your business properly.

Finally, you should get a federal tax ID number (called an EIN) from the IRS and open a business bank account. You might also need special licenses depending on what type of business you're running, like a restaurant license if you're opening a food business.

How is forming a corporation different from starting an LLC in Florida?

The biggest difference is how ownership works—corporations use stock shares to show who owns what, while LLCs use membership interests. If you want to sell pieces of your business to investors or eventually go public, a corporation with stock is usually better. Corporations also have more formal rules you must follow. You need directors, officers, regular meetings, and detailed record-keeping. LLCs are more flexible and have fewer required formalities, making them easier to manage day-to-day.

Tax-wise, corporations can face "double taxation" where the business pays taxes and then owners pay taxes again on profits they receive. LLCs avoid this because profits "pass through" directly to the owners' personal tax returns. However, corporations can sometimes choose special tax treatment (called S corp election) to avoid double taxation.

LegalZoom can help you start a corporation online in Florida in three easy steps. LegalZoom provides Florida corporate formation and filing services, including providing a registered agent in Florida.