How to Start a Corporation in Florida
Corporations are a popular business entity due to their ability to attract early investment.
If this sounds appealing to you, launching your business as a Florida corporation can be done simply by filing your Articles of Incorporation with the Florida Department of State, producing your corporate bylaws, and appointing an individual to act as your initial director.
We’ll show you how to start a corporation in Florida yourself.
Or simply use a professional service:
It's Easy to Incorporate in Florida
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Step 1: Name Your Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Florida Corporation
Choosing a business name is the first step in forming a corporation.
1. Florida naming guidelines:
- The name you select is required to include one of these words (either in full or as an abbreviation): “company”, “corporation”, or “incorporated”.
- Your corporate name cannot use words or phrases that suggest the corporation is organized for illegal purposes.
- Names that include (groups of) words that imply some connection exists between the corporation itself and some branch of government are prohibited.
- Only names that are appropriately distinct from already registered and reserved names in the state of Florida will be approved.
- Language suggesting your business has been organized for any other purpose than what has been approved in statute will not be permitted.
Read the Florida state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Florida?
Your Florida corporation name must be unique and distinguishable from other business names in Florida. Use the Florida SunBiz Business Entity Search to determine if your desired business name is available. Read our guide If you need more help with doing a Florida name search.
3. Is the URL available?
Before registering your Florida corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Florida Registered Agent
You must appoint a Florida registered agent when registering your corporation with the Department of State.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Florida registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your Florida corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
The Articles of Incorporation form issued by the Florida Department of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must compose your own Articles of Incorporation.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
Step 4: File the Florida Articles of Incorporation
You will need to file the Florida Articles of Incorporation to set up a corporation in Florida. You can file it online, by mail, or in person with the Florida Department of State. The filing cost is $35 plus $35 for designating a registered agent.
This document will cover the basics of your corporation, including:
- Corporate name, principal address, and statement of purpose
- Corporate registered agent name, signature, and street address
- The number of authorized shares the corporation is allowed to issue
- Corporate officer and director names and addresses
- Incorporator name and address
The Articles of Incorporation form issued by the Florida Department of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must compose your own Articles of Incorporation.
File the Florida Articles of Incorporation
Option 1: File Online With Florida SunBiz
File Online- OR -
Option 2: File the Articles of Incorporation by Mail or In Person
Download FormFiling Cost: $70
(Formation + Registered Agent Assignment)
Mailing Address:
New Filing Section
Department of State
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Office Address:
New Filing Section
Department of State
Division of Corporations
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
Step 5: Get an EIN for Your Florida Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
Florida State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Florida Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the Florida Department of Revenue's website. This allows a business to collect sales tax.
Florida Employer Taxes
If you hire employees, you will need to register for Florida employer taxes through the Florida Department of Revenue's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Florida Corporation Licenses and Permits
To operate your corporation in Florida, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Florida Business License guide.
File the Florida Annual Report
You must file Florida’s Annual Report form between January 1 and May 1 of the year following your corporation’s formation. You must then file every year thereafter. The report is filed online and detailed instructions are included on the Florida Department of State’s website.
Corporate Dissolution & Florida Good Standing
How to Get a Florida Certificate of Good Standing
A Certificate of Good Standing, known in Florida as a Certificate of Status, verifies that your Florida corporation was legally formed and has been properly maintained.
You can submit your request for a Certificate of Status in Florida in writing or request one online. There is no form to submit for a request by mail, but your request should include payment of $8.75 and the following information:
- Your corporation’s name
- The Florida document or registration number (you can find this by searching the records database on the SunBiz website)
- The document type (e.g. Articles of Incorporation, Articles of Amendment, etc.)
- The date the document was filed with the Division of Corporations
Request a Florida Certificate of Status
Option 1: Request a Certificate Online From the Department of State
Request Online- OR -
Option 2: Request a Certificate by Mail
Read InstructionsFee: $8.75
Mailing Address:
Department of State
Division of Corporations
Certification Section
P.O. Box 6327
Tallahassee, FL 32314
How to Dissolve a Corporation in Florida
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your Florida corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, record the meeting in the corporation minutes
- File the Articles of Dissolution with the Florida Department of State
- Close your federal and state business tax accounts with the IRS and Florida Department of Revenue
- Close your business bank accounts
File Dissolution Documents
The Florida dissolution document your corporation must file will depend on whether or not your corporation already issued shares or commenced business activity.
Articles of Dissolution — Shares Have Been Issued
If your corporation has already issued shares, you must file the Profit Articles of Dissolution (shares issued) by mail or online. The filing fee is $35.
Articles of Dissolution — No Shares Issued and Business Hasn't Commenced
If your corporation has yet to issue shares of stock or start conducting business, you must file the Profit Articles of Dissolution (Prior to the Issuance of Shares or Commencement of Business) by mail or online. The filing fee is $35.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
Florida Corporation FAQ
In Florida, you can expect to pay a minimum of 70 dollars to launch your corporation.
Half of this ($35) will go towards filling the Florida Articles of Incorporation, and the other half towards designating a registered agent ($35).
You will then need to purchase a business website, as well as allocate a sufficient marketing budget.
One of the only situations in which a corporation is preferable over an LLC is if you want to attract early investment.
This is because a corporate structure is better suited towards silent partners (e.g., stock, dividends, etc.).
In every other case, LLCs are the better choice, as they are cheaper and simpler to start and have a number of benefits that are off-limits to corporations.
See our Forming an LLC article if any of this sounds interesting to you.
The standard turnover time of Florida incorporation filings ranges from five to 20 days.
If you wish to speed up this process, there is an expedited version available that shortens the wait down to around one to two days.
After you set up your corporation, we recommend having a look at our How to Run a Corporation article.
The process to establish a corporation in Florida isn’t too difficult, despite requiring a little more time and money than the process of establishing an LLC.
In Florida, all it takes to form your business as a corporation is to pick an acceptable name, elect a registered agent, hold an organizational meeting, and file your Articles of Organization.
This process is expanded upon further in our How to Start Corporation in Florida.
While it is true that LLCs are easier to start than corporations, a much bigger difference in difficulty relates to how they are run.
LLCs are subject to fewer formality requirements and ongoing compliance obligations than corporations, which allows owners to retain a much higher degree of autonomy when it comes to how they can operate on a day-to-day basis.
We recommend having a look at our How to Form an LLC article for an in-depth comparison.