How to start a corporation in Florida

Steps to form a Florida corporation

1. Choose a name that includes "Corporation", "Company", "Incorporated" or an abbreviation (Corp., Co., Inc.) and is distinguishable on the Sunbiz records.
2. Appoint a registered agent with a Florida street address, like an LLC's registered agent.
3. File Articles of Incorporation with the Division of Corporations: $35 filing plus $35 registered agent designation.
4. Adopt bylaws and hold an organizational meeting to appoint directors and officers and issue shares.
5. Get an EIN from the IRS. See EIN guide.
6. Decide how it's taxed: a C corporation by default, or an S corporation by election.
7. File the annual report each year between January 1 and May 1. It costs $150, or $550 after May 1.

C corporation or S corporation?

• C corporation: pays federal corporate tax at 21%. Profits paid as dividends are taxed again to shareholders. Florida corporate income tax of 5.5% applies, with an exemption of the first $50,000 of Florida net income.
• S corporation: profits pass through to shareholders, like an LLC. Shareholders must be US citizens or US residents, with some exceptions, and there can be no more than 100.

Important for foreign owners: a non-resident alien cannot be an S corporation shareholder. If you live outside the US, a corporation will be a C corporation. Read LLC or corporation before deciding.

Ongoing requirements

Corporations have more formalities than LLCs: bylaws, a board of directors, shareholder and director meetings, minutes and a stock ledger. Skipping them can weaken the liability protection.

Corporations in other states

This page is about Florida. We also form corporations in the other states where the fee is confirmed: see our corporation cost by state table, and C-Corp and S-Corp explained.

This page is general information, not legal or tax advice. For your specific situation, talk to a licensed attorney or CPA.