The authority for incorporating in Florida is the Division of Corporations of the Florida Secretary of State. The Division has two general purposes: it formalizes the legal standing of a business or activity by accepting and indexing the filing or registration, and it supplies information and certification regarding the filings and activities of record. Florida’s Division of Corporations is the most active corporate filing entity in the country. This is the government agency responsible for all forms, filings, and record keeping.
The Division of Corporations also maintains all corporate filings of record. The types of business structures available are For-Profit and Not-For-Profit Corporations, Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships.
Five basic steps to incorporate in Florida
- Search to make sure your company name is available. You can use the free CorpNet company name search. Your corporate name in Florida will have to include one of the suffixes, Corporation (or Corp.); Incorporated (or Inc.) and for limited liability companies, LLC. Florida does not allow names that only differ by suffix or that only differ by adding the State name. So, “XYZ Corp.” would not be different than “XYZ of Florida LLC” even though one is a corporation and the other a limited liability company. In Florida, names cannot be reserved. Once a name is searched and found available, it can only be registered along with the incorporation documents on a first come, first served basis.
- Register your corporation (or LLC) with the Secretary of State. Registering a business in Florida may require an entity to register not only at the State level but also with the local county government. Corporate entities are usually required to register with the Division of Corporations, while many professions are required to register with the Department of Business and Professional Regulation. CorpNet offers filings of the Articles of Incorporation (for corporate structures) and for LLCs, Articles of Organization.
- Hold the first official meeting for the corporation or LLC and adopt the Bylaws (corporations) or Operating Agreement (LLCs). This is a legal meeting and must be recorded as such. (See section below about officers and documentation.)
- Apply for a Federal Employer Identification Number (EIN) under the corporate name. In Florida, this will also serve as your State Tax Identification Number. You will also have to arrange for a bank account under this number for accounting purposes. Your financial institution will want a copy of the EIN as well as a Certificate of Status from the Secretary of State.
- Obtain any specific licenses and permits required, either statewide or for the county in which you will do business. Some examples would be: Electrician’s license, trucking licenses and permits, Liquor license, etc. County occupational licenses are usually obtained from the local county government.
Foreign and Domestic Corporations
A foreign corporation is a corporation registered in another State that does business in Florida. Foreign corporations are required to register in Florida by submitting an Application by Foreign Corporation for Authorization to Transact Business in Florida. A certificate of good standing from the home state of the foreign corporation is required. A certificate of status can be requested in the same packet.
Domestic corporations are those formed in Florida itself. While there is no residency requirement for directors or officers of Florida corporations, a registered agent (who can also be a corporate officer) must have a physical address in Florida along with regular business hours. Eligibility Requirements – The registered agent must be either (1) an individual who resides in Florida and whose business office is the same as the registered office or (2) a corporation with a business office that is the same as the registered office. They have to be available to take phone calls and respond to legal matters. Hiring a Registered Agent will protect your privacy and meet the requirements of incorporation in Florida.
Officers and documents
Corporations in Florida may have one or more directors whose names and addresses will appear in the articles of incorporation. All must be at least 18 years old.
Corporate officers do not have to appear in filings, but information about officers, stockholders, minutes of required meetings, and annual reports have to be maintained at the corporate offices. Other records required at the principle place of business include a copy of the articles of incorporation along with any amendments.
- Domestic For-Profit Corporation Articles of Incorporation – This is the document that creates the corporation itself. There are two types – for profit and not-for-profit (others for LLC, etc). Foreign corporations file a profit or non-profit ‘qualification’.
- Articles of Amendment – This is filed to alter the original articles of incorporation and has versions for profit and non-profit. Articles of Correction is another form, used to correct typos or “non-substantial” matters.
- Profit/Non-Profit Annual Report – Required between Jan 1 and May 1 every year. The first filing must be in the next year’s cycle.
- Mergers and Conversions – These documents are filed whenever there is a change in structure or substance that results from either a merger or by converting one type of business entity to another.
- Domestic For-Profit Corporation Articles of Dissolution Form – (Also a non-profit version) Used to dissolve a corporation. Foreign registered corporations have an equivalent form called a Withdrawal Form.
- Resolution to Adopt an Alternate Name – This is commonly used by foreign corporations who wish to use another name while doing business in Florida, either because their home-state name is already in use, or they wish to for other reasons. It requires a resolution of the board of directors for the foreign corporation.
Forming a corporation online
Filing articles of incorporation in Florida can be taken care of remotely through CorpNet. We offer complete packages that allow you to start your corporation or LLC with the proper forms and according to Florida Secretary of State rules.
Incorporating online is as easy as providing some initial information and deciding which type of corporation best fits your needs. CorpNet is available to help you start a corporation in Florida and one-year Registered Agent Services is standard in our packages. We also include unlimited customer support.