Florida C Corp Formation

Florida C Corporation Formation

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Steven S.

Steven Stark

311 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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Joshua G.

Joshua Garber

218 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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Richard G.

Richard Gora

164 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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Nicholas T.

Nicholas Taldone

2 reviews
I have been providing counseling and representation to businesses ranging from Fortune 100 companies to mom and pop startups for almost 40 years. I was an in-house counsel ... read more
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Ugo N.

Ugo Nwadike

A native of Miami, Ugo Nwadike is an attorney specializing in business law, intellectual property law, immigration law, and litigation. In 2015, he started his own law firm, UBN Legal, P.A. in Coral Gables, Florida. He is also a Pro Bono Attorney for the Venture Law Project. While receiving his J.D. at St. Thomas University School of Law, Ugo was a member of the Intercultural Human Rights Law Review.
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Brian A.

Brian Abergel

Brian Abergel is an attorney at law who primarily focuses on real estate transactions. He has been practicing law in Florida for the past two years and received a Juris Doctorate degree from the Nova Southeastern University – Shepard Broad Law School. Apart from his experience in real estate law, Brian also specializes in drafting, negotiating and reviewing commercial contracts. Since July 2016, Brian has been a partner at Weinkle Abergel Law Group.
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Cameron P.

Cameron Pariseau

Cameron is an experienced business transactions and healthcare attorney with in-house and law firm experience. She has worked with startups and institutions with corporate strategy, legal advice, contract drafting, negotiation, and regulatory compliance. Her clients work in a variety of industries including healthcare, hospitality, and professional services.
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Joseph B.

Joseph Bendel

Joseph Bendel is a tax attorney with more than four years of experience. He is licensed to practice law in Florida and obtained his Juris Doctorate degree in law after graduating from the University of Miami. Joseph is also skilled in dealing with the non-profit organizations, as well as in drafting, negotiating and reviewing commercial contracts. Between December 2014 and September 2017, Joseph served as an associate attorney at George D. Perlman P.A.
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Craig Y.

Craig Yaris

2 reviews
Craig Yaris is an attorney at law with more than two decades of experience. He is licensed to practice law in New York and holds a Juris Doctorate degree in law, which he obtained after graduating from the New England Law School in Boston. Craig is experienced in various corporate legal practice areas, and is exceptionally skilled in legal research and writing. He has been serving as an attorney at Sunrise Advocacy since December 2017.
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Joshua C.

Joshua Cossey

1 review
Joshua Cossey is a business attorney with experience in numerous practice areas, including business formation, business operations, trademarks, real estate, tax, commercial contracts and mergers. He has represented both public and Fortune 500 companies, including HCigroup, ocenture and Clements Publishing. Joshua is licensed to practice law in Florida. He has won several awards and was listed among the International Top 100 Business’s Top 100 Lawyers in America.
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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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