Form a Corporation in Florida.

Articles of Incorporation

There must be at least one incorporator, whose primary duty is to deliver the articles of incorporation to the Florida Department of State. The initial list of directors must also be included in the articles of incorporation; each director must be a natural person (not a business entity) of at least 18 years of age, but is not required to be a resident of Florida or a shareholder of the corporation unless either the articles of incorporation or the bylaws require it.

The articles must also include the name and Florida street address of the corporation’s registered agent. Both the incorporator and the initial agent must sign and date the articles of incorporation.

Florida does not require corporations to specifically state a business purpose; only professional corporations have to do this. You can omit any mention of a business purpose, or you can state that the corporation’s purpose is “to engage in any and all lawful business.”

Likewise, Florida does not require corporations to state a par value for shares in their articles. However, it is allowed to include share-related information-such as how many shares will be authorized, any special classes of shares, and the rights and restrictions associated with each class or series-if the incorporators so desire.

It’s also permissible to integrate other optional provisions into the articles of incorporation for those corporations wishing to formalize additional criteria, such as special qualifications of shareholders, limits on the duration of the corporation’s existence, any limits on the liability of a director in specific circumstances, and the like.

Registered Agent and Office

The articles of incorporation should also include the name and address of your corporation’s initial agent for service of process-the person you designate to receive legal papers on behalf of your corporation.The registered agent must be either an individual who lives in Florida and whose business office is the same as the registered office, or a corporation with a business office that is the same as the registered office.

Bylaws

A corporation is required to keep a copy of its bylaws at its main executive office, but is not required to file them with the state. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws describe the corporation’s basic managerial and legal operating principles, including information on:

• Shareholders and directors meetings
• The authority, number, and tenure of directors in the board of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Directors

Corporate officers may either be listed in the bylaws or elected by the board in compliance with the corporation’s bylaws. A corporation must have a chairman of the board or a president (or both), a secretary, a chief financial officer, and whatever other officers with titles and duties as listed in the bylaws or determined by the board.

The president, or, if there is no president, the chairman of the board, is the general manager and chief executive officer of the Florida corporation, unless otherwise provided in the articles or bylaws. Any number of offices may be held by the same person unless the articles or bylaws require otherwise.

Requiment Reports

The corporation must file a report with the Florida Department of State every year between January 1 and May 1. The first report must be filed during this period in the year following the calendar year of incorporation. This report must state:

• The corporation’s name and its state or country of incorporation.
• The date of incorporation or, if it’s a foreign corporation, the date on which it was authorized to do business in Florida.
• The address of its principal office and the corporate mailing address.
• The corporation’s federal employer identification number, if any, or, if none, whether one has been applied for.
• The names and business street addresses of its directors and principal officers.
• The street address of its registered office and the name of its registered agent there.

Taxes

The corporate tax rate for Florida varies based on taxable net income. In addition to any income taxes, however, each business entity must pay an annual supplemental corporate fee of $88.75 if it is authorized to transact business in Florida and is required to file an annual report with the Department of State.