How to Incorporate in Florida

Step 1: Choose and Check Your Corporate Name

Your corporate name must be distinguishable from every other entity on file with the Division of Corporations and must include a corporate designator such as "Corporation," "Incorporated," "Company," or an abbreviation like "Corp.," "Inc.," or "Co." Florida doesn't offer formal name reservations; the Division states that preliminary name searches and reservations are no longer available, so you can check availability through Sunbiz's search tool, but your name isn't actually secured until the state accepts your filed Articles of Incorporation.

Step 2: Appoint a Florida Registered Agent

Every Florida corporation needs a registered agent with a physical Florida street address (no P.O. boxes) who agrees in writing to accept legal and state documents on the corporation's behalf. The agent can be a Florida resident associated with the corporation or a business entity authorized to operate in Florida; the corporation itself can't serve as its own agent.

Step 3: File Articles of Incorporation

File Articles of Incorporation with the Division of Corporations, including the corporation's name, principal office address, registered agent's name and address, the number of authorized shares, and the incorporator's name and address. The total filing fee is $70: a $35 Articles of Incorporation filing fee plus a $35 registered agent designation fee. You can file online through Sunbiz's e-file system or by mail.

Step 4: Hold an Organizational Meeting and Adopt Bylaws

Once the state accepts your articles, hold an organizational meeting to adopt bylaws, appoint officers, and issue the corporation's initial shares of stock to its founders. Florida doesn't file bylaws with the state; keep them, along with your meeting minutes and stock ledger, in your own corporate records.

Step 5: Get an EIN

Apply for a free EIN from the IRS once your corporation is formed, which you'll need to open a bank account, hire employees, and file your corporate tax return. See our guide on getting an EIN for a corporation for the application process.

Step 6: Register for Florida Taxes if Applicable

Florida has no personal income tax, but its 5.5% corporate income tax, with a $50,000 exemption, applies to a corporation's Florida net income; register with the Florida Department of Revenue if this applies to you. If you'll sell taxable goods or services, register for a Certificate of Registration (sales tax) through the Florida Business Tax Application before making sales, and register for reemployment tax before you hire employees.

Step 7: File Your Annual Report Every Year

Every Florida profit corporation must file an annual report online through Sunbiz between January 1 and May 1 each year, confirming current registered agent, principal office, and officer or director information, for a $150 fee. Missing the May 1 deadline adds a $400 late fee that can't be waived, and continuing to miss the filing leads to administrative dissolution.

How Incorporating in Florida Compares to Forming an LLC There

A Florida corporation and a Florida LLC are formed with different documents (Articles of Incorporation versus Articles of Organization) and are governed by different chapters of Florida law, with different annual report fees ($150 for a corporation versus $138.75 for an LLC) and different default tax treatment. If you're still deciding between the two structures for a Florida business, see our Florida LLC guide for the LLC-specific numbers and our comparison of corporations and LLCs for how the two entity types differ generally.

No Name Reservation Means Move Quickly Once You've Decided

Because Florida doesn't let you formally reserve a name while you finish other preparations, there's a real chance another filer takes your preferred name between your availability search and your actual filing. Have your Articles of Incorporation ready to file as soon as you've confirmed the name looks available.

Florida's Corporate Income Tax Is Narrower Than It Sounds

The 5.5% corporate income tax applies to Florida net income above a $50,000 exemption; many small, newly formed corporations with modest profit may owe little or nothing in a given year, but you still generally need to file the required state corporate return if the tax applies to your situation. Confirm your specific filing obligation with the Florida Department of Revenue or a tax professional.

If You Operate Outside Florida Too

A Florida corporation that does business in another state generally has to register there as a foreign corporation, with that state's own fee and ongoing annual requirements, separate from Florida's.

This Is Not Legal or Tax Advice

The specific steps, fees, and forms here reflect Florida's requirements as of this article's last review date; confirm current figures directly with the Division of Corporations before filing, and talk to a business attorney or accountant for guidance specific to your corporation.