How to Incorporate in Florida: Step-by-Step Guide

Incorporating in Florida creates a legal entity separate from its owners, providing liability protection, tax advantages, and credibility for your business. Whether you’re planning to raise investment capital, go public someday, or simply prefer the corporate structure, this guide walks you through exactly how to incorporate in Florida.

By the end, you’ll understand the entire incorporation process, the costs involved, and how to decide if a corporation is the right structure for your business. Ready to get started? Incorporate your Florida business with IncCraft and we’ll handle the paperwork.

What Is a Florida Corporation?

A corporation is a legal entity that exists separately from its owners (shareholders). When you incorporate in Florida, you create a business structure that:

• Provides liability protection: Shareholders’ personal assets are protected from business debts and lawsuits
• Exists perpetually: The corporation continues even if owners change
• Issues stock: Ownership is divided into shares that can be sold or transferred
• Has formal structure: Requires directors, officers, bylaws, and annual meetings

Types of Florida Corporations

C Corporation: The standard corporate structure. Profits are taxed at the corporate level, and dividends are taxed again when distributed to shareholders (double taxation).

S Corporation: A tax election that passes corporate income through to shareholders’ personal returns, avoiding double taxation. Must meet IRS requirements.

Professional Corporation (PA): For licensed professionals like doctors, lawyers, and accountants. Designated as “P.A.” instead of “Inc.”

Nonprofit Corporation: For charitable, educational, religious, or other nonprofit purposes. Can apply for 501(c)(3) tax-exempt status.

Close Corporation: A corporation with a small number of shareholders that operates more informally, similar to a partnership.

Florida Corporation vs. LLC: Quick Comparison

Choose a corporation if: You plan to raise venture capital, issue stock options to employees, or eventually go public.

Choose an LLC if: You want flexibility, simpler administration, and don’t need outside investors.

Requirements to Incorporate in Florida

Before you begin, ensure you meet these basic requirements:

Corporate Name Requirements

Your corporation name must:

• Be distinguishable from other Florida business names
• Include a corporate designator: “Corporation,” “Company,” “Incorporated,” or abbreviations (Corp., Co., Inc.)
• Not include restricted words (Bank, Insurance, Trust) without approval
• Not imply government affiliation

Incorporator

You need at least one incorporator — the person who signs and files the Articles of Incorporation. The incorporator:

• Must be at least 18 years old
• Can be an individual or entity
• Doesn’t need to be a Florida resident
• Doesn’t need to be a shareholder or officer

Registered Agent

Every Florida corporation must have a registered agent with a physical Florida address. This can be:

• An individual Florida resident
• A business entity authorized to do business in Florida
• A professional registered agent service

Directors

Florida corporations must have at least one director. Directors:

• Manage the corporation’s affairs
• Don’t need to be Florida residents
• Don’t need to be shareholders
• Are elected by shareholders

Officers

Florida corporations must have officers who handle day-to-day operations:

• President: Chief executive, presides over meetings
• Secretary: Maintains records, handles correspondence
• Treasurer: Manages finances (can be combined with Secretary)

One person can hold multiple officer positions. In a small corporation, the same person can be the sole shareholder, director, president, secretary, and treasurer.

How to Incorporate in Florida: Step-by-Step

Step 1: Choose Your Corporate Name

Your name is your business identity. Make it count.

Check availability:

1. Go to Sunbiz.org
2. Click “Search Records” → “Entity Name Search”
3. Search for your desired name
4. Verify no identical or confusingly similar names exist

Pro tips:

• Check USPTO.gov for trademark conflicts
• Secure a matching domain name
• Consider how the name will appear with “Inc.” or “Corp.”

Optional: Reserve your name You can reserve a name for 120 days by filing a Name Reservation with the Division of Corporations ($25 fee). This isn’t required but protects your name while you prepare to incorporate.

Step 2: Appoint a Registered Agent

Your registered agent receives legal documents on behalf of your corporation. Choose wisely.

Option 1: Be your own registered agent

• Must be a Florida resident
• Must have a physical Florida address (no P.O. box)
• Must be available during business hours
• Your address becomes public record

Option 2: Use a registered agent service

• Provides privacy (service address is public, not yours)
• Professional handling of legal documents
• Available even when you’re not
• Costs $50-$150/year

Step 3: Prepare and File Articles of Incorporation

The Articles of Incorporation is your formation document. File online through Sunbiz.org.

Required information:

Optional provisions:

• Purpose statement (if not general business)
• Par value of shares
• Initial directors
• Indemnification provisions

Filing fee: $70

Processing time: 2-3 business days for online filings

Step 4: Receive Your Confirmation

After approval, you’ll receive:

• Email confirmation from the Division of Corporations
• Your filed Articles of Incorporation (viewable on Sunbiz)
• Your corporate document number

Download and save these documents for your records.

Step 5: Create Corporate Bylaws

Bylaws are your corporation’s internal operating rules. They cover:

• Shareholder meetings: When, where, how to call meetings, quorum requirements, voting procedures
• Director meetings: Frequency, notice requirements, quorum
• Officers: Duties, how they’re appointed and removed
• Stock: Classes of stock, transfer restrictions, certificates
• Records: What records to keep, where they’re stored
• Amendments: How bylaws can be changed

Florida doesn’t require you to file bylaws with the state, but you must have them and keep them with your corporate records.

Step 6: Hold an Organizational Meeting

After incorporation, hold an initial meeting to formally organize the corporation:

If you named initial directors in your Articles: The directors meet to:

• Adopt bylaws
• Elect officers
• Authorize issuance of stock
• Approve corporate bank account
• Adopt fiscal year
• Handle any other initial business

If you didn’t name directors: The incorporator meets to:

• Adopt bylaws
• Elect initial directors
• The directors then elect officers and handle remaining business

Document everything in written minutes and keep them in your corporate records.

Step 7: Issue Stock Certificates

Issue stock certificates to shareholders in exchange for their capital contributions. Each certificate should include:

• Corporation name
• Certificate number
• Number of shares
• Shareholder name
• Date issued
• Signatures of officers

Maintain a stock ledger recording all shareholders, shares issued, and transfers.

Step 8: Obtain an EIN

Apply for an Employer Identification Number (EIN) from the IRS:

1. Go to IRS.gov
2. Complete the online application
3. Receive your EIN immediately

You need an EIN to:

• Open a business bank account
• File corporate tax returns
• Hire employees
• Apply for business licenses

Cost: Free

Step 9: Open a Corporate Bank Account

Keep corporate finances separate from personal finances:

• Choose a bank that works with corporations
• Bring your Articles of Incorporation, EIN, and bylaws
• Some banks require a corporate resolution authorizing the account
• Consider getting a business credit card for expenses

Step 10: Obtain Required Licenses and Permits

Depending on your business, you may need:

• Local business tax receipt: Required by most Florida cities and counties
• Professional licenses: For regulated professions
• Industry permits: Health permits, contractor licenses, etc.
• Sales tax permit: If selling taxable goods in Florida

Florida Corporation Costs

One-Time Formation Costs

Ongoing Annual Costs

Florida has no state corporate income tax on active business income, making it one of the most tax-friendly states for corporations.

Florida Corporation Annual Requirements

Annual Report

Every Florida corporation must file an annual report by May 1 each year.

File through Sunbiz.org. The report updates the state on your:

• Principal address
• Officers and directors
• Registered agent
• Federal tax ID

Corporate Formalities

To maintain liability protection, observe corporate formalities:

• Hold annual shareholder meetings: At least once per year
• Hold director meetings: As needed for major decisions
• Keep minutes: Document all meetings and major decisions
• Maintain records: Bylaws, stock ledger, meeting minutes, financial records
• Keep finances separate: Never mix personal and corporate funds
• Use proper signatures: Sign as an officer on behalf of the corporation

Federal Tax Filings

C Corporation: File Form 1120 (U.S. Corporation Income Tax Return)

S Corporation: File Form 1120-S (U.S. Income Tax Return for an S Corporation)

S Corporation Election

Many small business owners incorporate as a C Corporation, then elect S Corporation tax status.

What Is an S Corp?

An S Corporation is a tax election, not a separate entity type. Your corporation remains a Florida corporation but is taxed like a partnership — profits and losses pass through to shareholders’ personal tax returns.

Benefits of S Corp Election

• Avoid double taxation: Corporate profits aren’t taxed at the corporate level
• Self-employment tax savings: Shareholders who work in the business take a salary (subject to payroll taxes) plus distributions (not subject to self-employment tax)
• Pass-through losses: Business losses can offset other personal income

S Corp Requirements

To elect S Corp status, your corporation must:

• Be a domestic corporation
• Have only allowable shareholders (individuals, certain trusts, estates — no partnerships or corporations)
• Have no more than 100 shareholders
• Have only one class of stock
• Not be an ineligible corporation (certain financial institutions, insurance companies)

How to Elect S Corp Status

File IRS Form 2553 within 75 days of incorporation (or by March 15 for existing corporations wanting the election for the current tax year).

Professional Corporations (PA)

If you’re a licensed professional in Florida, you may need to form a Professional Association (PA) instead of a regular corporation.

Who Must Form a PA?

Florida requires professional corporations for:

• Physicians and surgeons
• Dentists
• Osteopathic physicians
• Chiropractors
• Podiatrists
• Optometrists
• Attorneys
• Certified public accountants
• Architects
• Veterinarians
• Life insurance agents

PA Requirements

• All shareholders must be licensed in the same profession
• Corporate name must include “Chartered,” “Professional Association,” or “P.A.”
• Subject to regulation by the relevant licensing board

Incorporating Out-of-State Businesses in Florida

If your corporation was formed in another state but wants to do business in Florida, you must register as a foreign corporation.

Process:

1. Obtain a Certificate of Existence from your home state
2. File Application for Authorization to Transact Business in Florida
3. Appoint a Florida registered agent
4. Pay the $70 filing fee

Annual requirement: File Florida annual report ($150/year) in addition to your home state requirements.

Frequently Asked Questions

How long does it take to incorporate in Florida?

Online filings are processed in 2-3 business days. Mail filings take 5-7 business days or longer.

Do I need an attorney to incorporate?

No. You can incorporate yourself through Sunbiz.org or use a formation service like IncCraft. However, complex situations (multiple shareholders, investor agreements, unusual stock structures) may benefit from legal advice.

Can a corporation be owned by one person?

Yes. Florida allows single-shareholder corporations. One person can serve as the sole shareholder, director, and all officers.

What’s the difference between a corporation and an LLC?

Corporations have stock, shareholders, directors, and officers with formal requirements. LLCs have membership interests, members, and flexible management with fewer formalities. LLCs are simpler; corporations are better for raising investment capital.

Does Florida have a corporate income tax?

No. Florida has no state income tax on active business income for corporations. However, federal corporate income tax still applies.

Can I incorporate in Florida if I live in another state?

Yes. You don’t need to be a Florida resident to incorporate in Florida. However, you’ll need a Florida registered agent, and you may also need to register in your home state as a foreign corporation.

Ready to Incorporate Your Florida Business?

Incorporating in Florida is straightforward:

1. Choose and verify your corporate name
2. Appoint a registered agent
3. File Articles of Incorporation ($70)
4. Create bylaws and hold your organizational meeting
5. Get your EIN and open a bank account

The entire process can be completed in a week or less.

Need help? IncCraft makes incorporating easy. We handle the paperwork, provide registered agent service, and ensure you’re set up for success.