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PCF makes it fast, easy and cost-efficient to Form a Corporation in Florida
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AND keep up with recurring Florida Corporation requirements
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PCF has helped thousands of businesses successfully form a Corporation Online
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Choose PCF to help you form your Florida Corporation and we will notify you each year well in advance of the due date for
any required Florida Corporation reporting requirements
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If you're ready to form a Florida Corporation online now
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Check our Florida Incorporation options and prices
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If you need more information about forming a Florida Corporation online, the information below may help you understand the requirements and implications of
incorporating in Florida.
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Do I need a lawyer to form a Florida Corporation
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The short answer is no.
The state of Florida does not legally require a lawyer to form a
Florida Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Florida Corporation.
However, if there is anything about Incorporating in Florida
that you're not sure about you should seek the advice of a competent Florida lawyer, a Florida accountant,
or both before you Incorporate in Florida.
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Once you have made the decision to Incorporate in Florida, a Florida lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Florida Corporation.
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Put the money you save with PCF right where it belongs
into your new Florida Corporation
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a Florida Corporation
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1. Choose a name for your Florida Corporation
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- PCF will check to make sure that your Florida Corporation name is available, conforms to state of Florida
Corporation naming regulations, and will reserve your Florida Corporation name with the Florida Secretary of State.
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Your Florida Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Florida Corporation name that you choose must be distinguishable from the name of any other registered Florida Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Florida.
Your Florida Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Florida Corporation name must not be a name that is likely to mislead the public.
The name of a Florida Corporation must contain the word "Corporation", "Company" or "Incorporated" or an abbreviation of one of these words.
The Corporation name must distinguish the business entity as a Corporation instead of a natural person or partnership.
The Florida Corporation name may not contain language stating or implying that the Florida Corporation is connected with a state or federal government agency or a Corporation chartered under the laws of the United States.
It's important to choose a good name for your Florida Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Florida Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Florida Corporation
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- PCF can act as the official Registered Agent for your Florida Corporation.
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Every Florida Corporation must have an address that is physically located in the state of Florida.
This address is "registered" with the Florida Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Florida to receive all correspondence on behalf of the Florida
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Florida Corporations hire a Registered Agent because they don't have a physical
address within the state of Florida or to provide a distinct level of privacy.
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3. Choose a Board of Directors for your Florida Corporation
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All Florida Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Florida Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Florida Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Florida or shareholders of the Florida Corporation unless the Articles of Incorporation
or Bylaws require it.
Each Florida Corporation must have at least one Director.
Directors must be persons who are at least 18 years old.
The name and address of each initial Director must be listed in the Articles of Incorporation.
Normally Directors for your Florida Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Florida Corporation
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The Board of Directors elects Officers for your Florida Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Florida Corporation.
Officers handle the day to day operation of the Florida Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Florida Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
The number and type of Officers of a Florida Corporation are defined in the Corporate Bylaws.
Any Officer may appoint one or more Officers or Assistant Officers if authorized by the Bylaws or the Board of Directors.
The Board of Directors may remove any Officer of the Florida Corporation at any time with or without cause.
An Officer may resign at any time by delivering notice to the Florida Corporation.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Florida Corporation.
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5. Determine how you want your Florida Corporation to be taxed
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- If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your Florida Corporation and include it with
your Incorporation documents.
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The Florida Corporate Income Tax Rate is 5.5%.
You may form an S Corporation in Florida.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Florida Corporate Income Tax.
In addition to any Florida Corporate Income Taxes, all Florida Corporations must pay an annual supplemental corporate fee of $88.75.
Florida Corporations located in enterprise zones may be eligible for Florida Corporate Income Tax incentives.
For more Florida Corporate Tax Information click here |
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6. File Articles of Incorporation with the Florida Secretary of State
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PCF can draft Articles of Incorporation that are specific to your Florida business and file them with
the Florida Secretary of State. Should the need arise, PCF can also draft and file amendments to your Articles of Incorporation.
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In order to form a Corporation in Florida you must file Articles of Incorporation with the Florida Secretary of State.
The Articles of Incorporation must include certain specific information about your Florida business. If the Articles do not conform exactly to state of Florida requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Florida Corporation but you will have to pay a fee to the state of
Florida in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Florida Corporation.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Florida Corporation.
All Florida Corporations are required to have an FEIN.
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8. Issue Stock Certificates to the Initial Shareholders
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- PCF can create customized stock certificates for your Florida Corporation.
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Corporate stock is evidence of ownership of a Florida Corporation.
When you form your Florida Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Florida Corporations hold 100% of the shares.
Stockholders in a Florida Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Florida Corporation is able to make all Corporate business decisions.
Florida Corporations usually hold at least 51% of the corporate stock in order to retain control of the Florida Corporation.
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What do I have to do after I form my Florida Corporation
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Florida Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Florida Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Florida Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Florida law or
the Florida Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Florida office.
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2. Open a Business Bank Account in Florida
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It's very important that you have a separate business bank account for your Florida Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Florida Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Florida Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Florida Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Florida Corporation vary depending on your business activities
and the specific locations within the state of Florida in which you want to conduct business.
If your Florida Corporation will be selling products in Florida you may be required to obtain a Reseller's Permit from the appropriate
Florida state agency.
If your Florida Corporation will be selling products in Florida you will also be responsible for all applicable local and state of Florida
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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- PCF can transcribe the minutes of any meeting of your Florida Corporation into a form that complies with all
state of Florida requirements.
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Every Florida Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Florida Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Florida Corporation a lot of potential trouble.
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5. File the required Florida Corporation reports
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An Annual Report must be filed with the Florida Secretary of State every year between January 1 and May 1. The first report must be filed within this period in the year following the calendar year of incorporation.
The Florida Corporation Annual Report includes basic information about your Florida Corporation including information on your Directors and Officers.
Failure to submit a properly completed Florida Annual Report to the Florida Secretary of State on or before the
due date may subject your Florida Corporation to being administratively dissolved in the state of Florida or
having its authority to transact business in the state of Florida revoked by the Florida Secretary of State.
Penalties may accrue if you fail to file any Florida Corporation Annual Report to the Florida Secretary of State
by the due date.
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6. Keep proper records of your Florida Corporation on file
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Keep the following records on file and available at the principal business office of your Florida Corporation:
- Names and addresses of all Directors and Officers of the Florida Corporation
- Articles of Incorporation for the Florida Corporation and any Amendments to them
- Corporate Bylaws for the Florida Corporation and any Amendments to them
- List of current shareholders of the Florida Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Florida Corporation
- Copies of all tax returns and Annual Reports for the Florida Corporation for the last 3 years
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Florida Foreign Corporation Qualification
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You want to do business in the state of Florida but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Florida you must register with the Florida Secretary of State as
a Florida Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Florida is called Florida Corporation Foreign Qualification.
The process of Florida Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Florida.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Florida Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Florida Foreign Corporation.
For specific requirements to qualify as a Foreign Corporation in the state of Florida click here.
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