How Much Does It Cost to Form a Corporation in Florida?
Legal business registration — and keeping your business in good standing — involves necessary expenses and investment. Some of these costs are payable to the Department of State, Division of Corporations, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a permit or business license in Florida may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Florida Corporation Filing Fee
When setting up a corporation in Florida, you’ll need to file a form and pay a filing fee. Here are the current Florida Corporation fees and filing times:
When you use Incfile to form a corporation in Florida, we charge you the state filing fee and forward it to the Department of State, Division of Corporations when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique Employer Identification Number (EIN) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Incfile can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
Florida Foreign Corporation Registration
Before you can bring an arm of your business from another state into Florida, you must request Foreign Qualification in Florida. This means the state gives you permission to conduct business there.
To qualify a corporation from another state, foreign country or other place to transact intrastate business in Florida, you must file an Application for Authorization with the Florida Department of State and pay a processing fee of $70. The state may have additional registration requirements, so contact the Department of State directly for more information and to ensure you're in compliance with state law.
Foreign Qualification to Operate in Another State
If you plan to expand your Florida Corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Incfile provides a complete Foreign Qualification service for all states.
Florida Annual Report Requirements
Most states — including Florida — require business entities to file an annual (or other periodic) report. Your FL annual report must be filed with the Department of State between January 1st and May 1st of every year.
To complete your annual report, you must file it online accompanied with a filing fee of $150.
Florida Business Licenses and Permits
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
The state of Florida requires corporations to adopt bylaws. Although you are legally required to have bylaws, per the Florida Business Corporation Act, you are not required to file them with the Department of State. Simply keep them at the principal address of your corporation and continue to follow them.
This document outlines rules for carrying out tasks related to managing your corporation including, but not limited to:
You can research these permits and licenses yourself, or use Incfile’s Business License Research package, which includes:
- the number of directors the corporation has
- how they'll be elected, their qualifications, and the lengths of their terms
- when, where, and how your board of directors can call and conduct meetings
- voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Drafting a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other Florida Corporation Filing Requirements and Fees
The State of Florida requires you to complete a few more tasks before you can begin conducting business.
Appoint a Director
Some states require corporations to appoint a full board of directors. Florida requires a board of directors to consist of at least one or more individuals.
The directors selected must meet certain criteria and be deemed a qualified director as set forth by the Business Corporations Act.
In Florida, the board of directors (or the single director) elects officers, such as the president, CEO, etc. Florida Corporation law requires corporations to appoint at least one officer who is responsible for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records of the corporation.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every Florida corporation must sell stock to its shareholders. The certificate of incorporation must authorize the sale of at least one share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
Florida requires corporations to hold annual shareholder's meetings. If a meeting is missed, however, the Business Corporation Act § 607.0701 states, "The failure to hold the annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws or pursuant to this chapter does not affect the validity of any corporate action and shall not work a forfeiture of or dissolution of the corporation."
Get a Fictitious Name or DBA
If you want to register a fictitious name in Florida (DBA), you can do so with the Department of State. You need to file an application for registration of fictitious name with the FL DOS, Division of Corporations. Either file online or file via mail with a paper form. The fee for registering a fictitious name in Florida is $50.
Change the Registered Agent
If your corporation is based in Florida, then you must have a Registered Agent in Florida. You'll need to appoint one when you file your Articles of Incorporation. You can also change to a new Registered Agent later by filing a Statement of Change and paying a fee of $35.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 120 days with the Department of State by completing a name reservation request letter and paying a fee of $35. Follow the details set out by the Florida Business Corporation Act § 607.04021 to ensure you've correctly submitted your request.
First, conduct a Florida Corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the initial Florida Department of State forms you fill out will state certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file Articles of Amendment with the Department of State along with a filing fee of $35. You can do this yourself or Incfile can do it for you.
You'll need to file Articles of Amendment when you:
- change the company's name
- add, remove or change a director
- change the Registered Agent
- change the number of shares your corporation is authorized to issue
- change any other facet of your business that was listed on the original Articles of Incorporation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, this proof is provided with a Certificate of Good Standing or Certificate of Existence. In Florida, it's called a Certificate of Status.
If you need to prove you have met your commitments, an official Certificate of Status can be obtained through the Florida Department of State website. Detailed instructions for ordering a Certificate of Status are provided by the Division of Corporations. The fee for this service is $8.75.
The information listed above details many of the fees a standard Corporation will be required to pay in Florida. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the Florida taxes page.