Florida Corporation Form, Filing and Permit Requirements

If you want to form a corporation in Florida, there are certain forms, requirements and legalities you must have in place.

Below is a rundown of what you’ll need to do, together with information on the requirements for your Florida corporation. Some of these forms you only need to submit once, while others must be filed on a regular basis.

You will need to set reminders in your calendar to file forms regularly if you're filing yourself. At Incfile, we provide an optional, paid renewal service and can take care of certain renewals for you when you instruct us to do so.

Articles of Incorporation

The Articles of Incorporation are the formal documents filed with the Florida Secretary of State to create your corporation. They provide certain information about your business. Once the document is filed with the Secretary of State, it legally creates your business as a corporation in Florida. Here’s what’s typically included:

• The corporation’s name
• The corporation’s purpose
• The corporation’s mailing address and street address
• The corporation's Registered Agent and their address
• The effective date for the corporation
• The corporation’s capital structure (number of shares to be issued, who owns them, pricing, etc.)
• The name and address of the incorporator

Here at Incfile, we automatically create and file your Certificate of Formation/Articles of Incorporation on your behalf when you start your business with us. You only need to file your certificate once. There is a fee levied by the Secretary of State of Florida to cover your filing.

Business Licenses and Permits for Your Florida Corporation

Depending on the type of Florida business you’re running, you will need to obtain various business licenses and permits. These are not required to form your corporation, but you must have them to legally carry out business. It’s vital to understand the permits and licenses required for your business to operate in compliance in your jurisdiction.

A Local Business Permit or License From Your City

Various cities in Florida have slightly different rules and fees for permits and licenses. Check with your local Florida city administration to see what their rules are. You will need a separate permit or license for each city your Florida corporation operates in.

Additional Local Business Permits and Licenses

Depending on the type of business you are running, you may need to get additional permits and licenses from the county or state of Florida. You can get an idea of the types of permits and licenses you might need from the State of Florida website.

Federal Licenses and Permits

Depending on the type of Florida business you are running, you may need to get licenses and permits from the federal government and various national agencies. You can find a complete list on the U.S. Small Business Administration website.

Incfile Business License Research Package

Because permits vary depending on the type of business you are operating and where you are located, we provide a comprehensive Business License Research Package. It’s designed to tell you all of the licenses and permits necessary for your new corporation. It includes:

• A comprehensive package of all the licenses, permits and tax registrations required for your business
• The application forms to file with the appropriate licensing authorities

Your customized Business License Research Package will be emailed to you within two days of your company being filed by the state. Remember that operating your business without the required licenses can expose you to compliance risks and fines from state and local governments.

Special Florida Corporation Requirements

Because you’re forming a corporation, there are certain other legal, regulatory and compliance areas you need to meet.

Create Bylaws for Your Florida Corporation

Bylaws are the formal, internal rules that your corporation must follow to stay active. You will need to create and agree to bylaws in certain areas.

• Defining your registered office and Registered Agent
• Stating details of the Annual General Meeting (AGM): date, place, time and other relevant information
• Other details for the AGM including the order of business, notice, voting record, quorum, proxies, shareholder actions and more
• Stating when a special shareholders meeting may be held and the circumstances that could lead to it
• Details of stock certificates, ownership, issuing and transfer
• Details on the board of directors including how they are elected and appointed, their number and the powers they have, how they can be removed, regular meetings and agendas, executive committees, remuneration and other areas
• Details on the various officers in the corporation including how they are chosen and appointed
• Designations of officers in the Florida corporation including president, vice presidents, secretary, assistant secretaries and treasurer
• Rules around dividends, declarations and reserves
• Any other formalities the corporation believes need to be documented

Issue Stock to Shareholders

Ownership in a corporation is expressed through the issuance of shares. You must create stock certificates and formally issue stock to any agreed initial shareholders in the corporation.

Appoint a Board of Directors

You must appoint directors to all positions in line with the agreed corporation bylaws. The board of directors is responsible for the strategic direction and overall management of the corporation. The board selects officers who will manage the day-to-day activities of the corporation.

Assign Officers to the Corporation

Officers are the individuals who manage the corporation on a day-to-day basis. At a minimum a corporation should have a president, secretary and treasurer. Theoretically, one person could hold more than one position.

Get a Corporate Records Book

You should acquire a new corporate records book. You will use this to capture all of the important information for the corporation. This includes your Articles of Incorporation, corporate bylaws, meeting minutes, AGM details, directors, officers, stock certificate information, transfer documents and more.

Hire Employees

You may need to hire additional employees for your Florida corporation. You will need an Employer Identification Number (EIN). You may also need to get Worker’s Compensation Insurance and General Liability Insurance.

Hold an Annual General Meeting for Your Florida Corporation

You must hold a yearly meeting that all directors, officers and shareholders of the corporation are invited to. The purpose of an AGM is generally to:

• Discuss important information
• Make strategic decisions
• Understand opportunities, risks and issues
• Vote on important resolutions and other matters

Florida Corporation Tax Registration

You will need to register for certain taxes when you form your corporation. These include:

• Federal income tax
• Corporation tax
• State tax
• Sales and Use tax
• Employment taxes

You can find full details on the Florida Department of Revenue website.

Annual Report for your Florida Corporation

You must file an annual report with the Florida Secretary of State on an annual basis. If you do not file your annual report each year you will be charged a late fee and your corporation may be dissolved. Here at Incfile, we can file your annual report on your behalf.

As you can see, there are several forms and permits you need to submit to conduct business, both initially and on an annual basis.

Certificate of Good Standing for Your Florida Corporation

You may need a Certificate of Good Standing for certain business-related services like opening a bank account. You can order one from us and we will also send you courtesy emails when your compliance due date nears.

Ready to Start Your Florida Corporation?

Incfile provides a cost-effective service to help you create your Florida corporation. We guide you through the process and handle most of the administrative steps, such as filing the necessary forms on your behalf.

Our basic package also provides a free Registered Agent service for the first year. If you're looking for help starting an S Corporation or C Corporation, our comprehensive services provide outstanding value.