Wondering how to start a new corporation in Florida? This involves submitting incorporation documents to the Department of State to establish a separate legal business entity.

Choosing a Business Structure

First, make sure a corporation is the best possible entity for your business. You should consider its benefits and drawbacks along with those of a sole proprietorship, partnership, and limited liability company (LLC). It's especially important to think about how these entities impact profit sharing, individual liability protection, and taxation.

Naming Your Business

Your Florida corporation must have a unique name that is not already registered in the state. You can search existing corporate records through the database maintained by the Department of State. The name of your business must include the word corporation, company, corp., co., incorporated, or inc. Professional corporations must include the word professional association, PA, or chartered.

Registering Your Corporation

You'll need to file articles of incorporation to register your business with the state.

  • Visit the Department of State business portal to begin creating your corporation.
  • Enter the name of the company, your business address, and official mailing address.
  • List the name and Florida street address of your registered agent. This person is authorized to receive tax and legal documents on behalf of the corporation, including service of process. The registered agent must either be an individual who lives in Florida or a professional service registered in the state. You can act as your own registered agent if you keep regular business hours at an office in the state and are not concerned about receiving process service at your home or business.
  • Enter your name as the incorporator, or the person completing the document.
  • You can opt to provide the name and contact information of each corporate director, but this information is not required.
  • Indicate the authorized number of shares to be issued.
  • Describe the purpose of the business.
  • Enter a name and address to which a certified copy of the articles of incorporation will be sent.
  • Provide electronic signatures for both the agent and incorporator.
  • Provide credit card information to pay the $70 filing fee ($35 for the articles of incorporation and $35 to designate a registered agent). Requesting a certificate of status or certified copy of the articles carries an additional fee.

You will receive acknowledgment of your filing within three business days. If more information is needed or your filing is rejected, you'll be notified through email.

You can also download and submit the articles of incorporation in person or by mail. The address for in-person delivery is the Clifton Building, 2661 Executive Center Circle in Tallahassee. Mail documents along with a cover letter and check for the filing fee amount to the Department of State Division of Corporations, PO Box 6327, Tallahassee, FL 32314.

Establishing a Board of Directors

Although you are only legally required to have one director, you can decide to have more. At your first board of directors meeting, you will:

  • Appoint additional initial directors if necessary
  • Draft and approve corporate bylaws
  • Elect corporate officers
  • Issue stock shares
  • Indicate a fiscal year for the business
  • Record the minutes of the first meeting
  • Draft and approve a banking resolution

Understanding Corporate Taxation

Once your Florida corporation is established, you must register for an EIN (employer identification number). This is used to identify your business for tax purposes and to open business bank accounts.

You can obtain a free tax ID number by registering online with the IRS. As a corporation, you'll have to file a separate tax return. Income is taxed when it is earned at the corporate rate and again at the individual rate when it is distributed to shareholders. A qualified tax attorney can help determine the best tax structure for your business.

Obtaining Licenses and Permits

Your business must have certain permits and licenses to legally operate depending on your industry and location. Federal permit information is available from the U.S. Small Business Administration as well as from the IRS. The Florida Department of Revenue and the state's online business portal provide information about state licenses and permits. Contact your chamber of commerce for local requirements.

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