How to Incorporate in Florida (May 2024 Update)

Incorporating your business in Florida can provide significant benefits in terms of liability protection, tax advantages, and credibility. Forming a corporation creates a legal entity that is separate from its owners. This means the corporation can take on debt, enter contracts, sue and be sued, and perform other business functions without exposing the personal assets of shareholders to liability. Corporations also receive favorable tax treatment and are generally seen as more legitimate structures to third parties like banks and potential investors.

While incorporating has clear advantages, it's important to follow each step properly to ensure your corporation maintains compliance and qualifies for liability safeguards under Florida law. This guide will walk through the key requirements for incorporating in Florida so you can take the right initial steps when starting your business.

Steps to Incorporate in Florida

1. Choose a Name for Your Corporation

The first step when incorporating in Florida is selecting a business name. You can check name availability using the search tool on the Florida Division of Corporation's website. There are a few rules around naming to be aware of:

• The name must contain words like "Corporation," "Incorporated," "Company," or their abbreviations at the end. Most businesses simply use "Inc." or "Corp."
• The name cannot mislead the public about your business's purpose or suggest a government affiliation.
• It must be distinguishable from other names already on file for Florida corporations. Minor differences like articles, prepositions, or punctuation do not make it distinguishable.

If you'll operate your business under a name different than the corporation's legal name, you'll also need to file for a fictitious name or "Doing Business As" (DBA). This involves publishing a notice of your DBA in a local paper located in the county of your registered agent. After publishing the notice once, you can then register your assumed name for a $50 fee.

2. Appoint a Registered Agent

A key incorporation requirement is designating a registered agent on file with the state of Florida. The registered agent's address serves as your corporation's primary mailing address for legal/tax documents. The agent must be at least 18 years old and have a physical street address in Florida (no P.O. boxes).

Many business owners act as their own registered agents initially to save money. However, using a third-party registered agent service can provide more privacy and prevent issues in case your business is ever sued.

3. File Articles of Incorporation

To form your Florida corporation, you must file Articles of Incorporation with the Division of Corporations. This can be done online or through the mail. Your Articles of Incorporation form will include:

• The corporation's name and principal office address
• Your registered agent's name and signature
• The specific purpose of the corporation (optional for most)
• Names and addresses of directors/officers (optional)
• Number of stock shares to authorize
• Name and address of the incorporator who signs the articles

The filing fee is $70. Once submitted and processed, usually within 5-7 business days, your corporation will officially exist in Florida.

4. Create Corporate Bylaws

Every Florida corporation must implement corporate bylaws. These are an internal document that establishes operating rules and procedures for your corporation. While not submitted to the state, maintaining updated bylaws is essential for limiting liability.

Bylaws outline topics like meetings, voting procedures, director/officer roles, share transfers, amendments, and more.

5. Hold Organizational Meeting

Shortly after filing your Articles of Incorporation, Florida law states you must hold an initial organizational meeting. This is when you'll adopt bylaws, appoint officers, select a bank, and potentially authorize issuing stock shares.

Be sure to properly record meeting minutes during this first official board meeting to comply with state requirements. You'll also need an Incorporator's Statement listing the names and addresses of those initial directors.

6. Obtain an Employer Identification Number (EIN)

An EIN serves as your business's tax ID number with the IRS. All corporations need to get an EIN - even if you won't have employees. And you'll need it to open a bank account, file taxes, apply for business licenses, etc. The good news is requesting an EIN is free and easy through the IRS website.

7. File Beneficial Ownership Information Report

A new federal requirement as of 2024 mandates most corporations file a Beneficial Ownership Information (BOI) report with FinCEN. This includes identifying details on those owning 25%+ equity stake, as well as senior officers.

For corporations formed in 2024 or later, you must file within 90 days of incorporating. If formed before 2024, submit the BOI report by January 1, 2025. Information is submitted through the Beneficial Ownership Secure System (BOSS) and doesn't become public record.

8. Open a Business Bank Account

Separating finances is a key benefit of incorporating. Be sure to open a dedicated business bank account to maintain liability protections. You'll likely need to provide your EIN, corporate formation documents, bylaws, and ID when applying.

For more information, take a look at our article on the key benefits of business checking accounts.

9. Comply with Annual Reporting

You must file an annual report between January 1 and May 1 of each year after incorporating to stay compliant in Florida. This confirms/updates details like your principal address, directors, registered agent, contact info, and more.

Annual reports cost $150 per year. Pay attention to deadlines - late fees accrue and failure to file the report can result in forced dissolution of your corporation.

10. Understand Tax Obligations

Florida corporations must pay annual state income tax. However, the first $50,000 in profit is tax-exempt and no personal income tax is levied. You may need other licenses and permits depending on your industry. Be sure to register for sales tax collection/remittance if selling taxable goods.

Additional Incorporation Considerations

• Costs - Total fees to incorporate are around $170 initially, which includes filing articles and appointing an agent. Ongoing costs like annual reports and taxes will also factor in.
• Foreign Corporations - Out-of-state businesses must register with Florida's Secretary of State to operate there. You'll need to file as a "foreign" corporation and appoint an in-state registered agent.
• Professional Corporations - Certain licensed professions like attorneys, CPAs, and health providers need to take steps to incorporate as a Professional Corporation (PC) or PLLC instead.
• Timing - Processing articles usually takes 5-7 business days. You can pay extra fees to expedite filing to 24 hours. Before submitting, be sure to have key elements like bylaws and organizational meeting sorted.
• Annual Compliance - Don't forget annual reporting between January 1 and May 1. Taxes and other licensing/permits may also apply depending on your business activities.

Conclusion

Following the proper process to form a corporation is crucial to gaining limited liability protections, tax advantages, and other benefits under Florida law. Ensure you choose an acceptable name, appoint a registered agent, file formation documents, issue stock, hold an organizational meeting, obtain an EIN, and understand ongoing compliance needs.

While incorporating has some initial and ongoing costs, forming a corporation ultimately lends more credibility and legitimacy for obtaining business financing, bringing on investors, competing for clients, and limiting personal liability. Take time upfront to start your corporation correctly so you can focus on managing a successful Florida business in compliance with state statutes.