Why Incorporate in Florida?

The state offers several business incentives related to job creation, investments, renewable energy production and more. Your corporation may be able to take advantage of one or more of these incentives, provided it meets qualifying criteria.

For example, there are Rural and Urban Job Tax Credits made available as an incentive for eligible businesses located within one of 15 rural areas or 13 urban areas to create new jobs. The tax credit ranges from $500 to $2,000 per qualified employee.

For most entrepreneurs looking to start a larger business, creating a Florida corporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than an LLC. A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

Is an LLC Better Than a Corporation?

It all depends on your goals. For smaller businesses, limited liability companies are usually a better option. An LLC is easier to set up, and you receive many of the same benefits as a corporation but with less regulation. Learn more about forming a Florida LLC so you can decide which business entity is right for you.

Benefits of Forming a Florida C Corp

It offers you numerous advantages including, but not limited to:

  • The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
  • several options to create, buy, sell or transfer stock, including publicly
  • The ability to issue more than one type of stock
  • The ability to raise more funds by issuing more stock
  • The ability to sell stock to investors inside and outside the U.S.

Benefits of Forming a Florida S Corp

It offers several advantages similar to those provided by a C Corp including, but not limited to:

  • Options for creating, transferring and selling stock, though not as many as a C Corp
  • The capacity for up to 100 shareholders
  • Simpler rules than those applicable to C Corporations
  • Easy transfer of ownership simply by selling your stock
  • The possibility of saving money by allowing you to pay less self-employment tax

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Florida Department of State, Division of Corporations.

Starting a Business in Florida Checklist

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

 

How to Form a Florida Corporation Yourself in 6 Steps

1

Choose a Unique Business Name and Complete a State Business Search

Every Florida business must have a unique name that hasn't already been claimed by another business in the state. If you’re having trouble coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Florida Corporation Names page.

Once you’ve chosen a name, you’ll need to make sure it’s available in Florida. To learn whether another company in the state is using your desired business name, use our tool to do a Florida entity search. You can also carry out a name search on the FL Department of State, Division of Corporations website.

We can check Florida corporation name availability for you.

2

Choose a Unique Business Name and Complete a State Business Search

Every Florida corporation must have a designated address. That could be your home address (if you’re running the company from your residence), a building where your office is located or any physical address of your preference. The address can be outside the state of Florida and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a Florida virtual mailbox where we'll receive your mail and scan it for your online review. This can be especially convenient if you run a home-based business and don't want your home address published as part of your business public record.

3

Choose a Unique Business Name and Complete a State Business Search

Someone who receives official correspondence and is responsible for filing reports with the Florida Department of State is known as a Registered Agent. Every Florida corporation is required to have a Registered Agent.

You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Florida is a person, they must have a physical street address in Florida and must be present during business hours to receive important documents on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the DOS, Division of Corporations and officially form your corporation.

All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

4

File Your Articles of Incorporation with the Florida Department of State, Division of Corporations

Once you've gathered all the information for your corporation, you’ll need to file a form with the FL Department of State to receive your Articles of Incorporation. This will officially create your business.

Here’s what is typically included:

  • The exact name of the corporation
  • The initial street address of the corporation
  • The initial mailing address of the corporation (if different from the street address)
  • Name, address, and signature of registered agent
  • Name, address, and signature of registered agent
  • The purpose of the business
  • The total number of shares the corporation is authorized to issue. Do not leave blank or enter zero (0). The corporation is authorized to issue only one class of shares of stock
  • Filing Date
  • Incorporator's name, email and signature

Your Articles of Incorporation can be filed online via the DOS, Division of Corporations website. You can also file in person or mail a paper form to the Office of the Department of State, or Incfile can file it on your behalf. The Florida Corporation filing fee is $70, and an additional $8.75 is charged if you would like a certified copy of your filed document.

File by Mail:

Department of State
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

File in Person:

Department of State
New Filing Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303

You only need to file your Articles of Incorporation once, but you'll also need to file an Annual Report with the Florida Department once every year. Incfile can remind you about this every year, or we can do it for you if you have us handle the paperwork.

Let Incfile Handle All the Florida Corporation Formation Paperwork for You for $0 + the State Fee

What are the fees and requirements to incorporate in Florida?

State Fee State Filing Time Expedited Filing Time
$70 8 Weeks 20 Business Days
State Fee $70
State Filing Time 8 Weeks
Expedited Filing Time 20 Business Days

Annual Report

Frequency

Annually

Due Date

May 1st

Filing Fee

$150

5

Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number when filing and paying taxes or when submitting payroll information and payments for your employees and for opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the Florida Corporation formation process.

6

Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have an annual meetings and what the voting requirements are, among other things.

Some states require companies to create bylaws. You're not legally required to have them in Florida, but it’s a good idea to write them to protect your business from any future changes and events.

Florida Corporation Types

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A Florida C Corp will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your Florida C Corp to be treated as a Florida S Corp, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your professional tax advisor or accountant to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including Florida, allow certain occupations to form Professional Corporations and offer professional services. The state's Professional Corporations Code defines such a professional service as:

"...any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization..."

The Florida Statutes defines in § 621.03 a few of the professions permitted to form a Florida Professional Corporation include, but may not be limited to:

  • Accountants
  • Chiropractors
  • Dentists
  • Doctors
  • Architects
  • The purpose of the business
  • Veterinarians
  • Lawyers

Check with the FL Department of State, Division of Corporations to confirm whether your business should and can be a Professional Corporation.

Foreign Corporation

If your business operates in another state and you want to expand into Florida — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about Florida Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the kind of business you want to start or your personal circumstances and goals, a limited liability company (LLC) may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A Florida LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which direction you decide to go, we can help you with your Florida business registration.

Learn more about Limited Liability Companies.

Sole Proprietorship or Partnership

Because there is no real setup to do, sole proprietorships and partnerships are the simplest types of businesses to set up. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Florida

More Information in This Guide

You’ll find more insight and guidance on the other pages of this guide, including:

Florida Corporation Names

How to search the state business registry and find the right name. Includes information on naming rules, fictitious names, reserving a Florida corporation name and more.

Florida Registered Agents

How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.

Florida Incorporation Fees and Requirements

Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.

Florida Corporation Taxes

Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as sales and franchise, and federal taxes such as income and self-employment.

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