Incorporate in Florida
What is a Florida corporation?
A Florida corporation is a legal business entity owned by its shareholders, who have purchased shares of corporate stock. To incorporate in Florida, you file Articles of Incorporation with the Florida Division of Corporations and pay a $70 filing fee. Once a corporation is formed, it is required to file an Annual Report each year and pay annual corporate taxes. A Florida corporation is governed by its Bylaws, which describe the ownership of the company and how it is administered.
We offer a simple, fast Florida incorporation service for only $100 plus state fees.
Why Incorporate in Florida?
Many Florida business owners debate the advantages and pitfalls of forming an LLC vs corporation. We have offered Florida incorporation service for many years, and in our experience, the points listed below are some of the most persuasive reasons to incorporate in Florida.
Corporations have existed longer than any other business entity structure. Because of their long history and success (nearly every major company in the world is a corporation), corporations are generally held to high esteem. Even their administrative structure has filtered into the common language: Board of Directors, President of the Board, CEO, etc.
For this reason, incorporating in Florida offers an immediate strong footing in the business world. Investors, other businesses and clients immediately associate the corporate structure with stability and longevity. Structures such as the LLC, which can be just as stable and successful, have not yet attained this prestige in the minds of the public.
A Florida corporation has a great advantage over a Florida limited liability company: it can reinvest profits directly back into the company to fuel growth, fund research, and pay off debt. An LLC is required to pass all profits through the entity and onto its members, who are then required to pay taxes on those earnings. A Florida corporation, however, can keep the profits in the company, thus avoiding any tax penalty.
More Opportunity for Growth
A Florida corporation has a built-in method for raising capital: the sale of stock. While many corporations remain small and privately held, the potential for growth through outside investment is always there. But it is not simply the potential for growth that is important, but the way in which investors view corporations.
Corporations are often seen as safer investments than LLCs and other entity structures. Because a corporation has varying levels of management (corporate officers, Board of Directors, shareholders), this is often considered a more stable structure. Furthermore, most corporations are structured in such a way that particular shareholders are guaranteed a return on their investment should the corporation go under. These advantages attract greater numbers of investors.
How to Incorporate in Florida
File Articles of Incorporation with the Dept of State
Articles of Incorporation list basic information about your company, including the name of your company. You should check for the availability of the name you are considering, as you cannot register a name that is already in use by another Florida corporation.
You must appoint a registered agent on your Florida Articles of Incorporation. You are required to list your registered agent’s name and physical address. A PO box is not sufficient.
There is a $70 incorporation fee, which includes a $35 filing fee and a $35 fee for designating a registered agent. Certified copies are available for an additional $8.75. An incorporation can be submitted online (through Sunbiz.org) and is usually processed within two business days. Mailed filings can take up to a week to process.
Our Florida incorporation service includes the organizing and filing of your Articles of Incorporation.
Write Corporate Bylaws
Bylaws govern your Florida corporation. They dictate the ownership of your Florida business and lay out a plan for how your business will be managed. Corporate Bylaws are where you determine your initial shareholders as well as their rights and responsibilities.
Bylaws also assign your initial Board of Directors and corporate officers (president, vice president, secretary, treasurer, etc.). Procedural issues, such as annual shareholder meetings, are also determined in your Bylaws.
Obtain an Employer Identification Number
Every corporation is legally required to obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS), regardless of their business or whether or not they have employees. All Florida corporations will be required to file a federal tax return, and the EIN is essential to that process.
If you have employees, your EIN will be used when managing your employees’ federal withholdings.
Open a Corporate Bank Account
If your Florida corporation is going to conduct business, it will need a corporate bank account with which to handle monetary transactions. Bank accounts must usually be opened in person. You will need to authorize an individual to open accounts on behalf of the corporation (this can be done in your Bylaws or an initial resolution). It is best to contact the bank in advance to ask what documents will be needed to open an account.
Authorizing Stock for Your FL 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.
Florida Incorporation Taxes
After you incorporate in Florida, you will be required to pay Florida corporate taxes levied by the State. These taxes must be paid when you form a domestic corporation and after you register a foreign corporation in Florida. The Department of Revenue allows a $50,000 exemption that can be subtracted from a Florida corporation’s total income (from within the state). After the tax exemption, a corporation must pay a 5.5% corporate income tax.
Florida Corporation Annual Report
Every corporation registered in the State must file a Florida Corporation Annual Report. This report is due by May 1 each year. It can be filed online (through Sunbiz.org) with the Florida Division of Corporations. There is a $150 corporate Annual Report fee.
As part of our Florida incorporation service, we will automatically add our registered agent service, and you will receive regular notifications from us concerning your Annual Report and state compliance.
Can I Incorporate in Florida Anonymously?
No. A Florida corporation cannot be anonymous or private. If Florida business privacy is a major concern for you, then you should consider a Florida LLC. You can form a private Florida LLC and keep your name and address entirely out of the public record.
How Do You Dissolve a Florida Corporation?
You can dissolve a Florida corporation by filing Articles of Dissolution with the Florida Division of Corporations, Amendment Section. There is a $35 filing fee. A dissolution can be filed online (at Sunbiz.org).
What If I Don’t File My Annual Report?
A Florida corporation that fails to file its Annual Report on time will be assessed a $400 penalty. The continued failure to file will result in the corporation being administratively dissolved by the Division of Corporations.
A dissolved corporation can be reinstated, but only after paying the fines and fees. To reinstate a Florida corporation, you will have to file for reinstatement with the Registration Section of the Division of Corporations.
Florida Mailing Information
Florida Department of State
Division of Corporations
PO Box 6327
Tallahassee, FL 32314
To file by fax, you must first set up a Sunbiz E-File Account.