Florida C Corp Formation

Florida C Corporation Formation

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Steven S.

Steven Stark

392 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard G.

Richard Gora

191 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua G.

Joshua Garber

255 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Penelope B.

Penelope Barrett, Esq.

2 reviews
Penelope Barrett specializes in a range of different legal categories and works closely with numerous businesses in Florida. She has worked with numerous law firms, including the Stewart Law Group and Axiom. Penelope attended Barry University and completed her Juris Doctor in 2008. She has made it to the National Dean’s List and is currently registered at different associations, including the Florida Bar, Orange Bar and Illinois Bar Associations.
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John W.

John Walter

John's experience ranges from advising technology startups to developing complex shareholder agreements. He has worked in corporate and merger and acquisition departments of one of the top law firms in Brazil. John is passionate about social entrepreneurship and is the author of the blog Banker’s Guide to Social Impact Bonds. His passion for law is largely influenced by his family of lawyers.
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Kiel G.

Kiel Green

2 reviews
Corporate attorney and business development professional. I turn ideas into reality and help businesses turn opportunities into successes. In my current role, I'm respon... read more
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Jeff S.

Jeff Stoller

2 reviews
Having been an attorney and accountant, and taught both contract law and accounting at the University of Southern California, I have saved clients hundreds of thousands of ... read more
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Daniel S.

Daniel Smith

2 reviews
Daniel Smith is a seasoned and experienced attorney with a focus on business, insurance, and injury litigation. Mr. Smith has represented Fortune 500 companies, publicly tr... read more
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Senen G.

Senen Garcia

4 reviews
Senan Gracia is the Managing Attorney of SG Law Group, as well as the Certified Counselor of SCORE - giving advice to small businesses on how to expand. He also has experience of assisting the Small Claims Clinic. His focus areas include real estate, property associations, and property insurance claims and he has spoken on a variety of topics. Garcia attended the St. Thomas University School of Law and graduated with his J.D. in 2008.
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Andrew S.

Andrew Shapiro

2 reviews
Andrew Shapiro is an attorney at law with half a decade worth of experience. He has built experience at one of the top law firms in the United States. Andrew practices law in Florida and holds a Juris Doctor in law, which he obtained from the University of Chicago Law School. He mainly specializes in dealing with legal matters that involves labor and employment law. On August 2017, Andrew co-founded Shapiro, P.A., where he now acts as a partner attorney.
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Why use UpCounsel to form your C Corporation in Florida?

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Why use UpCounsel to form an C Corporation in Florida

Starting an C Corporation in Florida with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in Florida with UpCounsel, the attorney you choose to help you will conduct a business name search for your Florida C Corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Florida Department of State, your Florida C Corporation has been formed and begins its existence as a corporate entity.

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your C Corporation is to choose your business name.

The business name that you choose must include the words "Corporation", "Incorporated", or "Company", or the applicable abbreviation "Corp.", "Inc.", or "Co." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Florida S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Florida.

Requirements for Forming a Florida C Corporation

Articles of Incorporation: When forming an C Corporation in Florida, the Articles of Incorporation must be filed with the Florida Division of Corporations. Florida state law requires that certain information be included in your Articles of Incorporation when forming your Florida C Corporation.

This information must include:

  1. The C-Corp's name and address.
  2. The statutory agent's name and address as well as the agent's signature accepting the appointment.
  3. The C-Corp's purpose.
  4. The number of shares the C Corporation is authorized to issue.
  5. The names and addresses of initial officers or directors and the incorporator(s).

Additionally, a Florida C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every C Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Florida recognizes operating agreements as governing documents.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most C-Corp's offering specific professional services. Contact the Florida State Corporations Commission for specific licenses.

Resident Agent needed for a Florida C Corporation

Remember every Florida C Corporation must have a registered agent in Florida, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be a Florida resident or business entity authorized to do business in Florida. The registered agent must have a physical Florida street address.

Florida Department of State

Once you create an C Corporation in Florida, the Florida Department of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Florida Department of State.

Recurring Responsibilities and Duties for Florida C Corporations

Annual Report: Each C Corporation shall provide an annual report to the Florida Department of State regarding its financial condition to each of its members. The first report is due in the year following your corporation's formation. The report must be filed online between January 1st and May 1st.

Records: Each Florida C Corporation must keep the following records open to inspection at its office:

  1. The names and addresses of members, managers, and managing members.
  2. A copy of the Articles of Incorporation and all amendments thereto, together with any powers of attorney pursuant to which the Articles of Incorporation or any amendments thereto were executed.
  3. Copies of the C-Corp's federal, state, and local income tax or information returns and reports, if any, for the three most recent taxable years.
  4. Copies of the C-Corp's financial statements and Operating Agreement, if any, for the three most recent fiscal years.
  5. A current list of each members' economic contribution and the share in profits as well as any times or occurrences of members' agreed to make additional contributions.
  6. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Florida Department of State for specific licenses.

Filing Fees for a Florida C Corporation

The processing fee for the Articles of Incorporation is generally about $70. These fees can change so it would be best to check with the Florida Department of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.

Taxes for a Florida C Corporation

Florida C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation.

It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

Florida state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Florida State Income Tax: Florida C Corporations are subject to Florida's corporate income tax.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

Start Your Business Off Right with an Affordable C Corporation Attorney in Florida

Start Your Company Off Right with Affordable C Corporation Attorneys in Florida

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