Form a Florida Corporation

One of the most common questions we are asked is: “Should I incorporate in Florida?” With the 4th largest population in the US, Florida has many new start-up businesses. Incorporating online can be a confusing process and it is very important that you have the right information when deciding to incorporate in Florida. Let LawInc set up your Florida corporation, the right way. We keep things simple and allow you to easily form your Florida corporation online or over the phone.

Incorporating in Florida

Incorporating in Florida can be vital to certain businesses given the personal liability protection and tax savings associated with Florida corporations. At LawInc, we prepare your Florida corporation Certificate of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Florida corporation Tax ID number and file your S corporation election with the IRS.

Florida Incorporation Information

The following Florida incorporation information will likely be helpful when deciding to incorporate in Florida.

Florida Corporation Name

The first step in forming an Florida corporation is selecting the business name. Florida corporation names:

• Must contain or end with one of the following: “Corporation,” “Company,” or “Incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.,” or the designation “Corp,” “Inc,” or “Co,” as will clearly indicate that it is a corporation instead of a natural person, partnership, or other business entity.
• May not contain language implying or stating that the Florida corporation is connected with a government agency or a corporation chartered under US law.
• Must be distinguishable from the names of all other entities or filings, except fictitious name registrations organized, registered, or reserved under Florida law, which names are on file with the Division of Corporations.

LawInc.com permits you to choose up to three names and will conduct a name search for your Florida corporation, prior to filing.

Florida Corporation Formation

Florida Filing Procedure: File Florida Articles of Incorporation with the Florida Department of State Division of Corporations.

Florida Publication: Florida does not have a publication requirement.

Florida Corporate Stock: Par value for authorized shares or classes of shares may be designated on the Articles of Incorporation.

Florida Purpose Clause: Florida permits a corporation to be formed for any lawful business activity. A statement of purpose is not required in the Florida Articles of Incorporation.

Florida Authorized Shares and Minimum Paid in Capital: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. There is no minimum amount of paid in capital required to commence business in Florida.

Florida Corporate Directors: The Florida corporation board of directors shall consist of one or more individuals, 18 years or older, with the number specified in or fixed in accordance with the Articles of Incorporation or bylaws. A director must be a natural person. The directors’ names and addresses must be listed in the Articles of Incorporation.

Florida Incorporator: Minimum number of Florida incorporators is 1 and there is no requirement that the organizer be an Florida resident.

Florida Corporation Bylaws: Bylaws govern a Florida corporation’s business and affairs. Florida corporation’s maintain their bylaws at the principal executive office and government filing is not required.

Florida Registered Agent: An Florida corporation must maintain a registered agent and office to receive service of process in Florida. The Florida registered agent should be available, at an Florida physical address, during normal business hours to accept important legal and tax documents on behalf of the Florida corporation.

Florida Professional Corporation: Florida state licensed professionals are permitted to form Florida professional corporations which generally may not conduct any other business.

Florida Corporation Post-Filing Requirements

Florida Annual Report: All Florida domestic corporations must file an Annual Report between January 1 and May 1. The first report must be filed within this period in the year following the calendar year of incorporation. The filing fee is $150. Please note that a $400 late fee applies to filings that are submitted after the May 1st deadline. The Florida Annual Report must indicate the following:

• Corporation name and incorporation state or county.
• Incorporation date or, if a foreign corporation, the date on which it was admitted to do business.
• Corporate principal office and mailing address.
• The corporation’s federal Tax ID number, if any, or, if none, whether one has been applied for.
• Directors’ and principal officers’ names and business street addresses.
• Registered office street address and the name of its registered agent at that address.

Florida Supplemental Corporate Fee: In addition to any income taxes, an annual supplemental corporate fee, in the amount of $88.75, is imposed on all business entities authorized to transact business in Florida and required to file an annual report with the Department of State.

Florida Corporation Taxes

Florida C Corporation: All Florida corporations formed by default are “C” corporations. A Florida C corporation is a Florida corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Florida C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Florida C corporations offer many planning and benefit opportunities.

Florida S Corporation: A Florida S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Florida S corporations are not subject to the double taxation C corporations encounter.

Florida Tax: For information on the Florida state income tax rate, visit: http:/www.myflorida.com/dor/

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All Florida corporations should obtain an EIN.

Florida Corporation Dissolution

State of Florida: In order to dissolve an Florida corporation, you submit a completed Cover Letter and Articles of Dissolution form to the Department of State. A $35 filing fee applies. A Department of Revenue clearance is not required.

IRS: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return.