Forming A Corporation In Florida

Forming a corporation in florida

Forming a corporation offers a variety of benefits. Among the most important benefits are personal liability protection. Protecting your personal assets. That implies that you’re not in person chargeable for the corporation’s debts and obligations. This is done by the business owners creating a separate legal entity in the United States.

Thus forming a corporation conjointly offers protection. If somebody sues your business partner or employee if they conduct business in a bad manner you are not personally liable. In a state of incorporation, corporations have several alternative edges, together with income taxes benefits. Also the ability to simply transfer shares from one owner to another.

Requirements Forming a corporation in Florida: Requirements

Preparing Your Articles of Incorporation is a must if your forming a corporation in Florida. To incorporate a company in Florida, you need to file a form known as Articles of Incorporation with the Florida Department of State. Simultaneously pay a business filings fee.

The corporation’s existence begins as soon as you file the articles of incorporation. Unless the articles specify a later date. Enclosed within the articles of incorporation many topics require immediate attention. At the very least they need to contain the following:

  • Name of the corporation
  • Street address of the principal place of business
  • Corporate purpose
  • Details on the corporation’s stock structure
  • Registered agent
  • Names and addresses of incorporators

Stock Structure

A corporation will have differing kinds of stock, known as categories or series. These sorts of stocks can have totally different advantages,. An example of one can give balloting rights whereas another could not. Regarding the stock structure, your articles of incorporation should state the following:

  • If there’s only 1 category of stock, the articles of incorporation should state the amount of shares authorized.
  • If there’s over one category of stock, the articles should offer a designation for every class. Also they must specify the amount of shares, preferences, limitations and rights for that class.

Naming Your Corporation

Your corporation’s name should embody the words “Corporation,” “Incorporated,” or “Company,” or the applicable abbreviation “Corp.,” “Inc.,” or “Co.”

Your corporation’s name should be recognizably different from the names of different business entities already on file with the Florida Department of State. The Division of Corporation business name database runs checks on names. For convenience to see if they have been used already. Additionally you cannot reserve a name prior.

You will conduct a preliminary search on the Department of State’s web site to determine if your planned name is available. You cannot reserve a reputation in advance. Your company name should meet the subsequent requirements:

  • Choose a Corporate Name.

The name of a Florida corporation should embrace the words “corporation,” “incorporated” or “company,” or the abbreviations “corp.,” “inc.” or “co.”
A corporation’s name should be distinguishable from all alternative legal entity names on file with the Department of State.

  • Specifying Incorporators

An incorporator prepares, signs & files the articles of incorporation. The incorporators’ names and addresses should be listed within the articles of incorporation.

One or more persons will act as incorporators. Florida doesn’t have any eligibility requirements for incorporators.

Incorporators should hold a structure meeting when the articles of incorporation are filed. Unless the articles name the corporation’s initial administrators. At the meeting, the incorporators elect directors and may additionally appoint officers and adopt bylaws. The incorporators haven’t any alternative responsibilities.

Specifying Directors

Corporate administrators are liable for managing the corporation and setting company policies. Directors have a legal duty to the corporation. Which suggests they need to act in honesty and place the interests of the corporation before their own personal interests.

Unlike with incorporators, Florida will have needs for specifying directors:

  • There should be a minimum of one director.
  • Your corporation will have as much administrators as it wants.
  • Directors should be eighteen or older.
  • Directors don’t have to be Florida residents or shareholders.
  • The articles of incorporation or bylaws will impose extra eligibility requirements.

Specifying a Registered Agent and Registered Office

A registered agent may be a person or entity that the corporation designates to receive legal documents, contract legal services and forward them to the corporation. A registered workplace is that registered agent’s business address. Both registered agent and also the agent’s office are needed once finishing your articles of incorporation.

When specifying your registered agent, you want to adhere to the subsequent requirements:

  • The registered agent should have a address in Florida and must sign the articles of incorporation agreeing to be functioning agent.
  • A registered agent is often either an individual or a company that was fashioned in Florida or is allowed to do business in Florida.
  • The registered workplace address should be in Florida and must be a dead ringer for the registered agent’s business address. Your corporation’s registered office is also the same as its place of business.
  • Stating a Corporate Purpose

The articles of incorporation will embrace a broad, general statement of your corporation’s purpose. Thus it permits flexibility to your corporation’s purpose amendment within the future. For example, Florida’s on-line filing type allows you to state your purpose as “for any and every one lawful business.”

Determining Incorporation Bylaws

Bylaws are a corporation’s internal roadmap for the approach it’s going to be ruled. Also the operation procedures it’ll follow. Bylaws will embrace any provisions for managing the affairs and control the business of the corporation.

Although bylaws don’t seem to be needed for incorporation, the administrators or incorporators should adopt bylaws. Unless the articles of incorporation provide that power to the shareholders. Bylaws are not filed with the Department of State. However must be unbroken at your home of business.

Bylaws should be in step with Florida law and also the business’s articles of incorporation.

Costs of Forming a corporation in Florida

The Florida Department of State needs a fee once filing articles of incorporation. Also when designating a registered agent. Thus corporations also are needed to pay state and federal financial gain taxes.

Forming a corporation in florida: Step by Step Guide Part 1

To form a company in Florida, you would like to meet the steps required below:

  1. Prepare and File Certificate of Incorporation
    Filing Articles of Incorporation will lawfully create your corporation. With the Florida Department of State Division of Corporations.
    • The articles should embody the company name and address,
    • The purpose,
    • The name,
    • The signature,
    • Address of an agent for service of process,
    • The amount of shares the corporation is allowed to issue,
    • The names and addresses of initial officers or directors,
    • Therefore the name and address of incorporator,
    • The filing fee is $70,
    • There are extra fees if you would like certified copies of your articles,
    • You will file articles on-line or by communication mail,
    • Check the Florida Department of State, Division of Corporation for directions of filing online or by mail,
  2. Appoint a Registered Agent
    Every Florida corporation should have an agent for service of method within the state. This is a private person or corporation that agrees to simply accept legal papers on the corporation’s behalf if it’s sued. A registered agent can be either an individual resident. Also a business entity that is allowed to try to to business in Florida. The agent ought to comply with accept service of process on your corporation’s behalf earlier than designation.

Forming A Corporation In Florida: Step By Step Guide Part 2

  1. Set Up a Corporate Records Book
    Set up a company records book during which you retain all of your corporation’s vital papers. As well as minutes of director and stockholder meetings, securitys, and stock certificate stubs. Keep your corporate records book at the principal workplace of your corporation. You will use a three-ring binder because the corporate records book can otherwise be order in a special corporate records kit through a corporate kit supplier.
  2. Prepare Corporate Bylaws
    Bylaws are an internal company document that launched the essential ground rules for in operation your corporation. They don’t need to be filed with the state. Corporate rules aren’t a requirement by your corporation. However you must adopt them as a result of they (1) establish your corporation’s operating rules, and (2) facilitate to show banks, creditors, the IRS, etc that your corporation is legitimate.
  3. Appoint Initial Corporate Directors
    The incorporator, the one that signed the articles must appoint the initial company administrators who can serve on the board till the primary annual meeting of shareholders. When the board members who will serve for the following term are appointed by the shareholders. The incorporator should fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a duplicate within the corporate records book. The statement doesn’t have to be filed with the state.

Forming A Corporation In Florida: Step By Step Guide Part 3

  1. Hold Your First Board of Directors Meeting
    The initial meeting of the corporation’s board of directors ought to be command at that the administrators will appoint corporate officers, adopt bylaws, choose a company bank, authorize supplying of shares of stock, set the corporation’s business year, and adopt a political candidate security kind and company seal.
  2. During the meeting all of the director’s actions should be recorded. Additionally, if the corporation are going to be an S corporation, the directors should approve the election of S corporation status. It is typically necessary to arrange the minutes over one or 2 weeks, so send them to all or any the directors for his or her signature.
  3. Issue Stock
    Issue stock to every shareholder. Although not lawfully needed in most states. Little firms sometimes issue paper stock certificates. Enter each shareholder’s name and phone data within the corporation’s stock transfer ledger.

Federal securities laws regulate the sale of company stock. However, the federal and every other states exempt most little firms from these laws. For example, federal law exempts “private offerings:” a non-advertised sale to a restricted range of individuals (generally thirty five or fewer). Most states have enacted their own versions of this SEC exemption. Visit your state securities workplace website for data regarding your state’s securities laws.

Comply with Florida Annual Report Requirements

All Florida for-profit firms should file Associate in Nursing annual report yearly to keep up “active” status. The initial report is due within the year following your corporation’s formation. The report must be filed on-line between January first and May 1st.

The fee for the annual report is $150. After May 1st, a $400 late fee is additional to the annual report filing fee. “Annual Report Reminder Notices” are sent to the e-mail address you offer after you submit your articles of incorporation for filing.

Comply With Other Tax and Regulatory Requirements

Additional tax and restrictive necessities apply to your corporation. These include:

EIN: Your corporation should acquire a federal leader number (EIN). You could obtain an EIN by finishing a web application on the IRS website. There is not any filing fee.

S Corporation Filing: If the corporation needs to elect S corporation standing for tax purposes, it should submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). Simultaneously, the election ought to be filed inside 2 months and fifteen days since the start of the corporation’s initial tax year. See the IRS S Corporation Fact Sheet for details.

Business Licenses: Depending on its kind of business and wherever it’s located, your corporation might have to get different native and state business licenses.

Foreign Corporations Doing Business in Florida

All firms organized outside of Florida should register with the Florida Secretary of State if they are trying to to business in Florida. Foreign companies must appoint a registered agent who’s service is provided with the state of Florida. This is a key feature for foreign companies looking to forma corporation in Florida.

To register, file an Application By Foreign Corporation For Authorization to Transact Business In Florida. Thus the application must be in the middle of a clever certificate of existence. Furthermore no more than ninety days old, documented by the Secretary of State or similar official of the foreign corporation’s home state.

Consequently the application should be filed by communication mail. There could be a $70 registration fee.


When you look at all the facts it is clear to see that incorporating will benefit your organization in achieving their mission and goals. It also protects the founders, board of directors, employees, and volunteers from having their own assets at risk.

Essentially, not only is incorporating an intelligent decision, but it is also the most secure way to ensure that you are protected throughout your endeavors. When all the benefits of incorporation are taken into consideration, there is little to no reason why a nonprofit organization would choose to operate under an unincorporated association structure.

If you are not sure whether forming a corporation in Florida is right for your organization, please contact the offices at BryteBridge Nonprofit Solutions to speak to one of our nonprofit experts at 877-857-9002.