There are several key steps required to form corporations in Florida. The process is fairly similar to that of other states, but you should still familiarize yourself with the specific steps for Florida.
Begin by choosing the name for your corporation. Remember that the name has to include “Company,” “Incorporated,” “Corporation,” or an abbreviation of one: “Co.,” “Inc.,” or “Corp.” The name must also be different from other Florida business entities. The FL Department of State keeps a database of names you can check.
The act of submitting your Articles of Incorporation to the Division of Corporations within the Department of State legally creates your corporation. The articles need to include:
There is also a $70 filing fee. Certified copies will have additional fees.
Florida requires corporations to have registered agents. These agents receive any services of processes, meaning legal documents in the situation where the corporation is sued. The registered agent can be a business entity or a person with authorization for transacting business in the state.
Next, you need to create your corporation’s record book. This is where you keep the crucial papers, such as minutes, stock certificate stubs, and stock certificates. Store the records book in your principal office. There are kits available for this record book or you can buy a binder to use.
You do not file your corporate bylaws with Florida. Instead, these remain internal documents that outline your corporations’ ground rules of operation. There is not a legal requirement to create corporate bylaws. Even so, you should not skip this step. The bylaws establish operating rules as well as show your corporation’s legitimacy.
The corporation’s incorporator is whoever signed your Articles of Incorporation. This person needs to appoint at least one initial director. They will be on the corp’s board until you hold your first shareholder meeting. You must fill out a specific form with the relevant information, but do not need to file it with Florida.
Your first meeting for the board will let the directors appoint the corporate officers, choose a bank, adopt bylaws, set the fiscal year, adopt the corporate seal, adopt the stock certificate, and authorize issuing stock shares. Minutes must be taken.
Most states do not require this step, but it is useful. Most small corporations will provide each shareholder with stock certificates in paper. While doing this, enter the contact information and name for each shareholder in the ledger for stock transfers.
Florida requires all for-profit corps to file annual reports. You file it online from January to May. It comes with a fee of $150.
Do not forget to also comply with any other regulatory and tax requirements. This includes getting an EIN from the IRS, getting a business license (if applicable), and filing for S-Corp status (if desired).
Once everything is done, you have formed your Florida corporation.
