Forming a Corporation in Florida

Here is an outline of the steps you need to follow in order to form a corporation (specifically, a "C corporation") in Florida. You should also read the general section on forming a corporation for information applicable in any state. Additionally, you should familiarize yourself with the Florida Department of State, Division of Corporations website, which has useful information and resources.

1. Choose a business name for the corporation and check for availability.

2. Recruit and/or appoint a director or directors for the corporation.

  • Under Florida law, a corporation must have at least one director.

  • Directors must be at least eighteen years old.

  • Directors need not be residents of Florida or shareholders of the corporation, unless the articles of incorporation so require.

  • Either the articles of incorporation or the corporation's bylaws must state the number of directors that will constitute the corporation's board of directors. The initial director or directors of the corporation may -- but need not -- be named in the articles.

3. Prepare and file articles of incorporation with the Florida Department of State, Corporations Division.

4. Create the corporation's bylaws.

  • There is no set criteria for the content of bylaws, but they typically set forth internal rules and procedures for the corporation, touching on issues like the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, and how the board of directors will function. You are not required to file bylaws with the Division of Corporations, but the corporation should keep a copy at its principal place a business. For general information on corporate bylaws, please see the Bylaws page.

5. Hold an organizational meeting.

6. Issue stock certificates to the initial owners of the corporation.

  • See the General: Forming a Corporation section for details. The Florida statute relating to issuance of stock certificates is located at Fla. Stat. ch. 607.0625. Unless the articles of incorporation state otherwise, the board of directors has the authority to set the "consideration" (i.e., the amount to be received) for each share of stock.

7. Obtain any required local licenses.

8. Determine what tax and other regulatory obligations the corporation has, and take care of any necessary registrations.

9. Open a Bank Account for Your Business.

  • It is a good idea to keep your business's finances separate from your personal accounts. A good way to do this early on is by opening a bank account for your corporation. You will probably need a Tax ID number (EIN), a copy of the articles of incorporation, and a resolution identifying authorized signers if those names are not listed in the articles. Here is one example of the documentation that banks ask for.

Other Notable Requirements for Maintaining a Corporation in Florida

  • Florida corporations must file an Annual Report with the Division of Corporations one year after their date of formation and every year thereafter. The filing fee is $150.

  • Florida requires certain documents to be kept at a corporation's principal place of business. A list of the required documents is located in Fla. Stat. ch. 607.1601 and Fla. Stat. ch. 607.1602.

  • Fla. Stat. ch. 607.1620 states that a corporation must send certain financial statements to shareholders within 120 days of the end of its fiscal year, unless shareholders vote to waive this requirement.

Additional Steps and Information about Forming an S Corporation

  • An S corporation has the same basic organizational structure as a regular corporation, but some of the tax advantages of a partnership or LLC. An S corporation pays no federal income tax, except for tax on certain capital gains and passive income. Instead, the corporation's profits and losses "pass through" to shareholders, and profits are taxed at individual rates on each shareholder's Form 1040. Certain requirements and additional obligations apply -- please see the S Corporation page for details.

  • To form an S corporation, designate "S" status with IRS via Form 2553 within 2 months and 15 days of filing your articles of incorporation with Florida.

  • No further paperwork needs to be filed with Florida in order to achieve "S" status, but in the corporation's first year as an S corporation it must file the informational portion of Form F-1120 (the Florida corporation income tax return). After the first year, this filing is only required if the company has federal taxable income.

  • Florida does not collect any personal income tax, and therefore S corporations are effectively not taxed by the state.


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