State Processing Times and Fees
Almost every state has standard and expedited processing times for corporation formations, and Florida is no exception. Fees are typically higher for expedited filings. Florida has standard processing for mailed hard copies, and electronic and hand-delivery options if you want to file on an expedited basis. Filers can request certified copies of incorporation documents for an additional fee. We have all the average wait times for standard and expedited filings.
Florida charges a corporation filing fee, as well as a nominal additional fee for a Certificate of Status. Visit the "compare pricing" section in our incorporation center to see all state fees in Florida.
Deciding Between a Florida S Corp and a C Corp Tax Designation
Because limits on liability, structure, management and compliance documents are practically identical, deciding between an S Corp and a C Corp in Florida comes down to the following considerations:
- Ownership Rules: A C Corp can have unlimited shareholders and unlimited stock classes. An S Corp is limited to a maximum number of shareholders, usually 100, and only one stock class.
- Taxes: A C Corp is taxed separately. It files taxes at the corporate level, and shareholders pay taxes on dividends they receive. S Corps are considered "pass-through" tax entities. No taxes are paid at the corporate level, but corporate owners are taxed individually on dividends they receive.
- Documents: An S Corp must file IRS Form 2553 to elect S Corp status
Personnel Requirements
Every state has its own personnel requirements for incorporating. In Florida, they include the following:
- Age requirement: There is no minimum age requirement for incorporators, officers, or directors.
- Number of officers or directors: Your corporation must have at least one officer, director or incorporator. You don't have to disclose officers or directors in your Articles of Incorporation. However, you must include your incorporator.
- Residency: Incorporators, officers and directors do not have to live in Florida. They're entitled to receive mail and notice in any jurisdiction, including foreign countries.
Other Requirements for Articles of Incorporation
In addition to personnel requirements, your Florida Articles of Incorporation must also include the following.
Every Florida corporation should appoint a registered agent. Florida requires that you include the name of your agent in your Articles of Incorporation. Your registered agent can be an individual or a business, but it can't be the corporation itself. A registered agent is responsible for receiving tax, legal and government documents for your corporation during regular business hours. The registered agent must have a physical mailing address, not a post office box, located in the state. We can help you designate your registered agent when you incorporate with us.
A Florida profit corporation's Articles of Incorporation must include the number of shares of stock the corporation is authorized to issue. Articles of Incorporation must also disclose the purpose for which the corporation is being organized and formed. This information can be restricted to one or several sentences. Both the incorporator and your registered agent must sign and date the Articles.
Other Required Paperwork
You must file a few additional documentation along with your Articles of Incorporation in Florida. All Florida profit corporations must file an annual report to maintain their active status with the state. The initial annual report is due the first year after the corporation's formation. It must be filed electronically between Jan. 1 and May 1. Florida charges a filing fee for annual reports. After May 1, a late fee is assessed. There's no way to waive the assessment of this late fee through the mandated electronic filing procedure. Corporations receive "Annual Report Reminder Notices" by electronic mail.
Guidelines for Corporate Names
A corporation's name says a lot about its business. Make sure your name meets the following Florida requirements:
- Your name must include "Corporation," "Corp.," "Incorporated," "Inc.," "Company" or "Co."
- You can't use a deceptive name. Don't name your Florida corporation "Maggie's Hamburgers" if you're selling baby clothes.
- Your name must be original and unique. It can't be deceptively similar to an existing corporation's name. It must be distinguishable from those of all other recorded entities listed in the state. You can conduct a name search online at the website of the Department of State, Division of Corporations. Preliminary name searches and reservations are no longer available in person or by phone. Incorporating parties are responsible for any name infringement that might result from their selection of a name, so consult with a local corporate attorney for more information.
Florida Corporate Taxes & Reports
Although it's not the most glamorous part of owning a business, you must pay taxes for your new Florida corporation. Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. An EIN is similar to a Social Security number, but it's for businesses. All corporations that have or will have employees need an EIN.
We have more information about the tax structures of Florida S Corps and C Corps.
Keeping Corporate Records and Ongoing Filing Requirements
Florida requires that corporations create certain business records, including stock certificates, corporate seals, bylaws, corporate minute books and meeting minutes. These requirements are necessary for maintenance of corporate status. Compare Florida's requirements for bylaws and meeting minutes with those of other states. These documents help protect your corporate status and can shield you from personal liability.
Good luck creating your Florida corporation. We have all the legal documents, filing and tax information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.
