The Florida corporation law allows for the creation of corporations in the state so long as several requirements are met, including choosing a unique business name and filing the proper documentation.

Introduction to Florida Corporation Law

When you are attempting to run a successful business, there are several important decisions that you will need to make. Decisions such as selecting a memorable name for your business and choosing the business entity types that best fit your needs can have a big impact on your long-term success.

Under the Florida corporation laws, there are several advantages and disadvantages of forming a corporation in this state, making it important to learn more about these laws before deciding if the corporate structure is right for your business. After you've decided that incorporation is the right choice for your business, you need to learn how to successfully complete the incorporation process.

To establish your Florida corporation, you will need to file a document with the Department of State that complies with the rules of the Florida corporation law. In Florida, your corporation can have one or more incorporators. Incorporators are responsible for filing the Articles of Incorporation. Your corporation must be formed for legal purposes. You may incorporate for any other purpose that would lawfully apply to all other corporations in the state.

A focus on corporate law is selecting a business entity type that will both shield owners of a corporation from personal liability and make sure the taxes of the business are affordable. Proactive planning is also an important part of corporate law.

To make sure that the needs of your organization are still being met, you should review your corporate bylaws at least once a year. Additionally, when new owners join your corporation, you should reevaluate, and possibly amend your operating and shareholder agreements.

Many smaller corporations choose to hire a corporate attorney to handle records, allowing the company owners to focus on business operations. Having a corporate attorney maintain your corporate documents can also help make sure that you are paying necessary government fees, and that your liability protections remain in place.

Like many states, Florida allows for the formation of corporations, which are established by at least one natural person for a legal purpose. Once a corporation has been formed, it will have a legal existence separate from its owners and will have the same status as a natural person.

Corporations have several abilities, once formed:

  • Sell or buy property.
  • File a lawsuit.
  • Be sued by another person or corporation.

Naming Your Corporation

Your top priority when forming a corporation under the Florida corporation law should be making sure that the name you desire for your corporation is available. If the name you include on your paperwork is already in use, your registration will be rejected.

Florida requires that corporate names include a word or abbreviation that indicates that the entity is a corporation and not some other form of business:

  • Corporation or Corp.
  • Company or Co.
  • Incorporated or Inc.

When choosing your corporate name, make sure that your name does not imply that the purpose of your corporation is something other than what is allowed by Florida law. Your corporate name also should not be deceptively or confusingly similar to the name of a foreign corporation that is registered and does business in Florida.

Florida Articles of Incorporation

Your Articles of Incorporation, which is the document you must file to form your corporation, establishes important information about your corporation:

  • A name for your corporation.
  • The initial principal address of your corporation and the mailing address, if it is different from the street address.
  • The number of corporate shares that your entity can issue.
  • Contact information, including names and addresses, of incorporators.
  • The street address of your registered office, name of your registered agent, and written consent showing the agent has accepted the position.

Your corporation will legally exist once the Secretary of State has received your Articles of Incorporation. Corporations in Florida are required to have at least one director who is of legal age. Unless explicitly stated in the Articles of Incorporation, directors of Florida corporations do not need to be shareholders or residents of the state.

If you need help with the Florida corporation law, you can post your legal needs on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.