Guide to Forming a Corporation in Florida

Should you form your corporation in Florida? We’ve collected the relevant information that will help you make this decision.

Pros

• Large and wealthy population base

• Moderate climate with large cities

Cons

• Business owners disclosed in original filing

Cost of doing business

• $70 Filing Fee / $150 Annual Statement

• 5.5% Corporate Tax Rate

Privacy

• Owner names in original filing 

Forming your corporation in Florida

The name Your official name will need to end with one of the following signifiers (or a relevant abbreviation): “incorporated”, “Company”, or “corporation.” In addition, it is required that the name of your business is not intentionally misleading to consumers, for any reason. Your company’s new name must also be completely unique, and not deceptively similar to any other organizations name or trademarks. There are also naming restrictions placed on certain financial institutions. Do a FREE name search now.

Ownership You will need to form an official board of directors when incorporating.

• Required number of directors

  Florida corporations must have at least one director listed in their incorporation documents.

• Age restrictions

  Directors of corporations located in Florida must be at least 18 years of age.

• Residence restrictions

  There are no residency restrictions imposed on the directors of C corporations in Florida. However, S corporations are only allowed to have directors located in the United States.

• What information needs to be included in the articles of incorporation?

  Florida requires the names and addresses of each director to be disclosed in incorporation documents.

Requirements for the articles of incorporation

The articles of incorporation is a document that must be filed to form your corporation. It must include:

Stock information Florida requires the number of initial shares outstanding, and their par value, to be disclosed during the incorporation process. The number of outstanding shares does not affect initial state filing fees.

Officer information The State of Florida does require officer information to be disclosed during the filing process.

Registered agent information All Florida corporations must have a registered agent on file and submit their name and physical Florida address (which cannot be a P.O. Box). This agent will be required to be accessible during standard business hours and acts as the state’s point of contact with the company. Learn more about Florida registered agents.

Additional Florida filing requirements

Professional practice Professional service corporations are permitted to form under the professional association (PA) structure in Florida.

Corporate record keeping requirements

Corporations are required to keep formal documentation regarding several of their operations including:

• A copy of the articles of incorporation, bylaws, and their amendments.Learn more about corporate bylaws.

• Alphabetical records that detail the owners and class of all outstanding stock shares.

• The address and names of all officers, directors, and shareholders.

• Meeting minutes for all shareholder and director meetings.

• A copy of all written communications with shareholders within the previous three years.

• A copy of the corporation’s most recent annual report.

   

  Learn more about annual reports

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• Formal documentation of all director and shareholder decisions from the past three years, regardless of if they were made during a meeting or not.

Florida corporation taxation and fee requirements

There are several tax and fee requirements that must be addressed by corporations. They are as follows:

Taxation All states have complex taxation requirements. Generally speaking, Florida applies a corporate tax rate of 5.5%. For more information regarding taxes in Florida, it is advised that you visit the state’s official business related website. 

Annual report requirements Corporations in Florida are required to file an annual report by the first of May each year, which currently carries a $150 filing fee. The state also imposes a quarterly franchise tax on all corporations, which is due every three months and is calculated as a percentage of the company’s YTD net income. Learn more about annual reports.

Tax identification numbers Florida requires an EIN (Employer Identification Number) for all corporations that will have employees, and most banks will require one to open accounts. Florida does not require corporations to obtain state tax ID numbers. Learn more about EINs.

Business license requirements

The business licenses and permits required in Florida vary wildly depending on the county or municipality where your new corporation is located. If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.

Need a Florida LLC instead? Click here.