How to Incorporate in Florida
Florida Department of State—Division of Corporations
PO Box 6327
2661 West Executive Center Circle
Tallahassee, FL 32314-6327
Statutory Authority: Florida Business Corporation Act — Fla. Stat. Tit. XXXVI § 607 (2012)
Florida Incorporation General Filing Instructions
1. Confirm availability of company name. Florida does not allow name reservations.
2. Complete the “Articles of Incorporation.”
3. Complete the “Cover Letter.”
4. Submit the completed documents, along with a photocopy of each and filing fees, to the Florida Department of State.
Florida Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Florida:
1. Company name
2. Company street and mailing address
3. Business purpose
4. Number of authorized shares
5. Initial officers’ and/or directors’ name, title, and address
6. Name and street address of registered agent
7. Name and address of each incorporator
8. Signature of registered agent and date
9. Signature of incorporator and date
Florida Incorporation Fee Schedule
Articles of Incorporation: $35.00
Designation of Registered Agent: $35.00
Application by Foreign Corporation for Authorization to Transact Business in Florida: $70.00
Certified Copy: $ 8.75
Certificate of Status: $8.75
Annual Report: $150.00
Articles of Dissolution: $35.00
Your company name must end with a corporate designator. In Florida the specific corporate designators are: “Corporation” “Company” “Incorporated” “Corp.” “Co.” “Inc.”
Conduct an entity name search on the Florida Department of State website to confirm the availability of your company name.
NOTE: Florida does not allow name reservations.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Florida requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Florida resident or active Florida business entity that has a Florida street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mail boxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Florida resident and have a Florida street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Florida corporation. Nevertheless, Florida permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and Ongoing Compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File annual business entity report.
Registering as a Foreign Entity
1. Complete the “Application by Foreign Corporation for Authorization to Transact Business in Florida” form.
2. Submit an original certificate of existence, no more than 90 days old, duly authenticated by the Department of State or the proper official having custody of corporate records in the state the law of which it is incorporated.
3. Complete the cover letter.
4. Submit the completed documents, along with the filing fees, to the Florida Department of State.
Dissolving a Florida Corporation
1. Dissolution before the corporation has issued shares and commenced business: A majority of the incorporators or directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by filing with the Department of State “Articles of Dissolution” that set forth the name of the corporation and that a majority of the incorporators or directors authorized the dissolution.
2. Dissolution after the corporation has issued shares and commenced business: At any time after dissolution is authorized, the corporation may dissolve by filing with the Department of State “Articles of Dissolution.” If the shareholders approved dissolution, a statement that the number cast for dissolution by the shareholders was sufficient for approval. A corporation is dissolved upon the effective date of its articles of dissolution.