How to Incorporate in Florida
To incorporate in Florida, you must file Articles of Incorporation with the Florida Division of Corporations and pay $70 in state filing fees. You can file these documents yourself if you’re willing to take the risk, but we recommend hiring a professional incorporation service like Sunshine Corporate Filings LLC® to do it for you.
Here are the main steps to starting a corporation in Florida:
1. Name Your Florida Corporation
You’ll need to choose a name for your Florida corporation before registering with the Florida Division of Corporations, and you’ll need to make sure your corporation’s name isn’t already taken. Fortunately, you can do a business name search at Florida’s sunbiz.org to make sure your company’s name isn’t being used by someone else.
In general, your Florida corporation’s name must meet the following requirements:
- Your Florida corporation’s name must include “Corporation,” “Incorporated,” “Company,” or their abbreviations (“Corp.,” “Inc.,” or “Co.”).
- Your Florida corporation’s name cannot contain words that suggest it is a government agency (such as “State Department,” “Treasury,” “FBI,” etc.).
- Certain words, such as “University,” “Bank,” and “Attorney,” may require a member of your Florida LLC to be a licensed professional in that practice and file additional paperwork.
2. Appoint a Florida Registered Agent
All corporations operating in Florida are required to have a registered agent with a street address in Florida. You can be your own registered agent if you reside in Florida, but you can also hire a commercial registered agent service. At Sunshine Corporate Filings LLC®, we only charge $35 a year for our Florida registered agent service.
3. File Your Florida Articles of Incorporation
To register your Florida corporation with the state, you need to file a form called Florida Articles of Incorporation with the Division of Corporations and pay a $70 state filing fee. You can print the state form and file by mail, but it’s a lot easier to submit your Articles of Incorporation online at the MyFlorida Sunbiz website.
Your Florida corporation’s Articles of Incorporation will include the following:
- The name of your Florida corporation
- The street address of your Florida corporation’s principal office (and its mailing address if different)
- A statement of purpose if your business is a professional corporation—a business providing state-licensed services, such as legal services or medicine (this is optional for most Florida corporations)
- The number of shares of stock your Florida corporation is authorized to have
- The names and addresses of your Florida corporation’s directors and/or officers (including this information is optional)
- The name and address of your corporation’s Florida registered agent (that’s us when you hire Sunshine Corporate Filings LLC®)
- The name and address of your Florida corporation’s incorporator—the person who prepares and signs your Florida Articles of Incorporation (that’s also us when you hire Sunshine Corporate Filings®!)
- Your Florida corporation’s effective date—the date of its official creation—if different from the filing date (your effective date can be no more than 5 days prior to and no more than 90 days after your filing date)
- The $70 state filing fee
4. Write Your Florida Corporation’s Bylaws
All Florida corporations must create and adopt corporate bylaws. Your Florida corporate bylaws will dictate the ownership of your Florida business, lay out a plan for how your business will be managed, and determine your corporation’s initial shareholders and their rights and responsibilities. Your corporate bylaws will also assign your initial board of directors and corporate officers (president, vice president, secretary, treasurer, etc.).
Need help getting started? Sunshine Corporate Filings LLC® includes a free customized corporate bylaws with all Florida corporation orders.
5. Hold Your Florida Corporation’s Initial Meeting
Not long after incorporating, you’ll need to hold the first meeting of your Florida corporation’s board of directors. Your initial shareholder meeting is an opportunity to adopt corporate bylaws, select where your corporation will bank, and issue stock.
6. Obtain an Employer Identification Number
The IRS requires all corporations to obtain an employer identification number (EIN), even if your corporation doesn’t or won’t have any employees. You can get an EIN for free through the IRS website, but if you’d rather not deal with the IRS, you can hire Sunshine Corporate Filings LLC® to get one for you.
How do I authorize stock for my Florida corporation?
When you incorporate in Florida, you will need to authorize stock for your corporation. This is done on your Florida Articles of Incorporation. Shares of stock are how the ownership of your Florida corporation is determined. Every individual or entity that owns shares of your stock is an owner of your company.
You can authorize different classes of stock, though you do not have to do so. A Florida corporation might authorize both Common Stock and Preferred Stock. Common Stock would designate ownership and come with very basic voting rights. Preferred Stock would be stock with special rights, which could be any rights you wish to confer. Preferred Stock might come with (or without) special voting rights, or it might guarantee that the value of those shares can never drop below a certain point, or that owners of those shares will receive special dividends on a regular basis.
When authorizing stock, you will also need to determine a par value for your shares. Par value is not the actual value of the stock, but rather the lowest price for which a particular share of stock can be sold. If you set the par value of your Common Stock at $1, that means the shares could never be sold for less than $1.
Authorizing stock is not the same as issuing stock. Authorizing stock is the act of creating shares. Issuing shares is the process of allocating those shares to owners. You do not issue stock on your Articles of Incorporation. You issue initial stock in your corporate bylaws, and the issuing is approved at your Florida corporation initial shareholders meeting.