Here’s how to incorporate in Florida: file Articles of Incorporation with the Division of Corporations on Sunbiz.org and pay the $70 filing fee. Online filings are usually processed in 2-3 business days. After that come the pieces the state never sees (bylaws, an organizational meeting, stock, an EIN and a bank account), and most people get through all of it in a week or less.
Before any of that, make sure a corporation is actually the structure you want. If you’d rather not do the paperwork yourself, incorporate your Florida business with IncCraft and we’ll handle it.
Should you form a corporation or an LLC?
A corporation is a legal entity that exists separately from its owners, the shareholders. It protects their personal assets from business debts and lawsuits, keeps going when owners change, and divides ownership into shares that can be sold or transferred. The trade-off is formality: directors, officers, bylaws and annual meetings.
| Feature | Corporation | LLC |
|---|---|---|
| Formation cost | $70 | $125 |
| Annual report | $150 | $138.75 |
| Ownership | Shareholders with stock | Members with membership interests |
| Management | Board of directors and officers | Members or managers |
| Formalities | Bylaws, meetings, minutes required | Operating agreement, fewer formalities |
| Taxation | Double taxation (C corp) or pass-through (S corp) | Pass-through by default |
| Raising capital | Easier (can issue stock) | More difficult |
| Best for | Startups seeking investors, large businesses | Small businesses, real estate, flexibility |
Our take: form a corporation if you plan to raise venture capital, give employees stock options or eventually go public. If none of that is on the horizon, an LLC gives you the same liability protection with simpler administration.
Which type of corporation do you need?
A standard for-profit corporation is a C corporation for tax purposes. Profits are taxed at the corporate level, and dividends are taxed again when they’re paid to shareholders. An S corporation isn’t a different entity. It’s a federal tax election that passes income through to the shareholders’ personal returns (more on that below).
Licensed professionals such as doctors, lawyers and accountants form a Professional Association, which uses “P.A.” instead of “Inc.” And a nonprofit corporation is for charitable, educational, religious or other nonprofit purposes, and can apply for 501(c)(3) tax-exempt status.
What do you need before you file?
Name. It has to be distinguishable from other Florida business names and include “Corporation,” “Company,” “Incorporated” or an abbreviation (Corp., Co., Inc.). Restricted words like Bank, Insurance and Trust need approval, and the name can’t imply a government affiliation.
Incorporator. At least one person who signs and files the Articles. The incorporator must be at least 18, can be an individual or an entity, and doesn’t need to be a Florida resident, a shareholder or an officer.
Registered agent. Someone with a physical Florida address who accepts legal papers for the corporation: an individual Florida resident, a business entity authorized to do business in Florida, or a professional registered agent service.
At least one director. Directors manage the corporation’s affairs and are elected by the shareholders. They don’t need to live in Florida or own shares.
Officers. A president (chief executive, presides over meetings), a secretary (keeps records) and a treasurer (manages finances; the role can be combined with secretary). One person can hold every position. 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
1. Pick a name and check that it’s free
Run an Entity Name Search on Sunbiz.org and make sure nothing identical or confusingly similar is already registered. It’s worth checking USPTO.gov for trademark conflicts and grabbing a matching domain at the same time.
You can reserve a name for 120 days by filing a Name Reservation with the Division of Corporations ($25). It’s optional, and most people who are ready to file just file.
2. Choose a registered agent
You can be your own agent if you’re a Florida resident with a physical Florida address (no P.O. box) and you’re available during business hours. The catch is that your address becomes public record.
A registered agent service costs $50-$150 a year. Its address goes on the public record instead of yours, and someone is always there to accept papers. If you work from home, we’d pay for the service.
3. File the Articles of Incorporation
File online through Sunbiz.org. The form asks for:
| Field | What to enter |
|---|---|
| Corporate name | Full legal name with designator (Inc., Corp., etc.) |
| Principal address | Main business location |
| Mailing address | Where you receive mail |
| Registered agent | Name and Florida street address |
| Incorporator | Name and address of the person filing |
| Number of shares | How many shares the corporation can issue |
| Effective date | When incorporation takes effect (can be a future date) |
You can also add a purpose statement, a par value for shares, initial directors and indemnification provisions. The filing fee is $70, and online filings take 2-3 business days.
4. Save your confirmation
Once it’s approved, you’ll get an email from the Division of Corporations, your filed Articles will be viewable on Sunbiz, and you’ll have a document number. Download everything and keep it with your corporate records.
5. Write your bylaws
Bylaws are the corporation’s internal rules: how shareholder and director meetings are called and run, quorum and voting, what officers do and how they’re appointed or removed, stock classes and transfer restrictions, which records you keep, and how the bylaws themselves get amended. You don’t file them with the state, but you must have them.
6. Hold the organizational meeting
If you named initial directors in the Articles, they meet to adopt the bylaws, elect officers, authorize stock, approve a bank account and adopt a fiscal year. If you didn’t, the incorporator adopts the bylaws and elects the directors, and the directors handle the rest. Either way, write it all up in minutes.
7. Issue stock
Issue certificates to shareholders in exchange for their capital contributions. Each one should show the corporation name, certificate number, number of shares, shareholder name, date issued and officer signatures. Record every issuance and transfer in a stock ledger.
8. Get an EIN
Apply on IRS.gov. It’s free, and the online application gives you the number immediately. You’ll need it to open a bank account, file tax returns, hire employees and apply for licenses.
9. Open a corporate bank account
Bring your Articles, EIN and bylaws. Some banks also want a corporate resolution authorizing the account. From here on, corporate money and personal money never mix.
10. Get your licenses and permits
Most Florida cities and counties require a local business tax receipt. Regulated professions need professional licenses, some industries need permits (health, contractor and so on), and you’ll need a sales tax permit if you sell taxable goods in Florida.
What does a Florida corporation cost?
| One-time cost | Amount |
|---|---|
| Articles of Incorporation | $70 |
| Name reservation (optional) | $25 |
| Registered agent (optional) | $0-$150 |
| EIN | Free |
| Corporate kit (optional) | $50-$100 |
| Minimum total | $70 |
| Yearly cost | Amount |
|---|---|
| Annual report | $150 |
| Registered agent | $0-$150 |
| Franchise tax | None in Florida |
| Minimum per year | $150 |
What do you have to do every year?
File the annual report on Sunbiz.org by May 1. It costs $150, and a $400 late fee is added after the deadline. The report confirms your principal address, officers and directors, registered agent and federal tax ID.
Then there’s the federal return: Form 1120 for a C corporation or Form 1120-S for an S corporation.
The part people let slide is corporate formalities, and that’s what protects your personal assets. Hold an annual shareholder meeting, hold director meetings for major decisions, keep minutes, keep your bylaws and stock ledger current, never mix personal and corporate funds, and sign contracts as an officer on behalf of the corporation, not in your own name.
Should you elect S corp status?
Many small business owners incorporate and then elect S corporation tax treatment. The corporation stays a Florida corporation, but profits and losses pass through to the shareholders’ personal returns, so there’s no corporate-level tax. Shareholders who work in the business take a salary (subject to payroll taxes) plus distributions (not subject to self-employment tax), and business losses can offset other personal income.
To qualify, the corporation must be a domestic corporation with no more than 100 shareholders, only allowable shareholders (individuals, certain trusts and estates, not partnerships or corporations), and one class of stock. Certain financial institutions and insurance companies are ineligible. You elect by filing IRS Form 2553 within 75 days of incorporation, or by March 15 for an existing corporation that wants the election for the current tax year.
Do licensed professionals need a P.A.?
Usually, yes. Florida requires professionals in these fields to use a Professional Association instead of a regular corporation: physicians and surgeons, dentists, osteopathic physicians, chiropractors, podiatrists, optometrists, attorneys, certified public accountants, architects, veterinarians and life insurance agents.
All shareholders must be licensed in the same profession, the name must include “Chartered,” “Professional Association” or “P.A.,” and the corporation answers to the relevant licensing board.
Already incorporated in another state?
Then you don’t incorporate again. You register as a foreign corporation: get a Certificate of Existence from your home state, file an Application for Authorization to Transact Business in Florida, appoint a Florida registered agent and pay the $70 fee. You’ll file the Florida annual report ($150 a year) on top of your home state’s 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 file yourself on Sunbiz.org or use a formation service like IncCraft. If you have multiple shareholders, investor agreements or an unusual stock structure, legal advice is worth paying for.
Can one person own a corporation?
Yes. One person can be the sole shareholder, the director and every officer.
Does Florida have a corporate income tax?
Yes. Florida taxes the income of C corporations at the state level, and federal corporate income tax applies too. Talk to your accountant about what your corporation will owe.
Can I incorporate in Florida if I live in another state?
Yes. You don’t need to be a Florida resident, but 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?
Start with the name search. It costs nothing, and if the name you want is taken, everything else waits. Once you’ve got a name that’s clear, the filing itself is quick.
IncCraft makes incorporating easy. We handle the paperwork and provide registered agent service, so you can get to the bank account and the actual business sooner.