How to start a Florida corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your Florida corporation.

How to start a corporation in Florida

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your Florida corporation

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with 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.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

2. Decide between a Florida S-Corp and C-Corp tax designation

There are similarities between a Florida S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences, however, come down to the following:

• 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.

3. Appoint directors and shareholders for your Florida corporation

Each state has its own personnel requirements for incorporating. In Florida, 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.

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. There is also no minimum age requirement for incorporators, officers, or directors.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Florida address) or choose one to do that service for you (if you are not located in Florida or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of Florida

Once you have a business name and registered agent, you can register your business as a Florida corporation with the state by filing your Articles of Incorporation. This document may be referred to informally as a corporation's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

You are also required to file 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.

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in Florida must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your Florida corporation.

What to do after incorporating in Florida

Florida requires that corporations create certain business records, including stock certificates, corporate seals, Bylaws, and Corporate Minutes. These requirements are necessary for the maintenance of corporate status. Compare Florida's requirements for Bylaws and Corporate Meeting Minutes with those of other states. These documents help protect your corporate status and can shield you from personal liability.

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in Florida means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in Florida, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, you have to keep records like bylaws and meeting notes to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state