Step 1: Check Name Availability
Choose three corporate names in order of preference and we check for availability.
Step 2: Prepare or Upload your Articles
Our online form will walk you through all required information.
Step 3: Specify Service Level and Service Options
Select the appropriate filing package or choose from the a la carte options.
The SunDoc Filings Advantage
- We have filed thousands of documents since 1999
- All filings received by 12 p.m. PST are submitted same day
- Most filing companies mail in your filings
Estimated Florida State Disbursements
Corporate Formation Guidelines
A corporate name must contain the word “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; The name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted in this act and its articles of incorporation. The name may not contain language stating or implying that the corporation is connected with a state or federal government agency or a corporation chartered under the laws of the United States. The name must be distinguishable from the names of all other entities or filings, except fictitious name registrations pursuant to s. 865.09, organized, registered, or reserved under the laws of this state, which names are on file with the Division of Corporations. The name of the corporation as filed with the Department of State shall be for public notice only and shall not alone create any presumption of ownership beyond that which is created under the common law. Names may not be reserved.
It is acceptable to state, either alone or with a specific purpose clause, “The corporation is organized to engage in any or all lawful business for which corporations may be incorporated under the provisions of the Florida Statutes.”
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. The Florida Documentary Stamp Tax should be considered prior to establishing the authorized share structure. There is no minimum amount of paid in capital required to commence business.
Preemptive rights are denied in absence of a specific grant.
Cumulative voting is automatically denied unless specifically granted.
REGISTERED AGENT AND REGISTERED OFFICE
The corporation must maintain a registered agent and office to receive service of process in Florida.
The minimum number of directors is one (1).
LIMITATION OF DIRECTORS' PERSONAL LIABILITY
A director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, by a director, unless: (a) The director breached or failed to perform his or her duties as a director; and (b) The director's breach of, or failure to perform, those duties constitutes: 1. A violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. 2. A transaction from which the director derived an improper personal benefit, either directly or indirectly. 3. A circumstance under which the liability provisions of s. 607.0834 (unlawful distributions) are applicable. 4. In a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct. In a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
Minimum number of incorporators is one (1) (a person or an entity) and there is no requirement
that the incorporator be a resident of Florida.
Submit to the Secretary of State one (1) executed original and copy of the Articles of Incorporation. The Secretary of State issues an acknowledgment of filing and will certify a copy for an additional fee.
SCHEDULE OF OFFICIAL STATE
DISBURSEMENTS AND FEES
- $70 filing fee for Articles of Incorporation.
- Certified Copies are $8.75 for the first 8 pages and $1.00 for each additional page, not to exceed a maximum of $52.50. This fee is applied only to requests that are done in person.
- All mail-in requests are charged a flat $8.75.
ANNUAL REPORT- All Florida Profit Corporations must file an Annual Report yearly to maintain “active” status. The first report is due in the year following formation. The report must be filed electronically online between January 1st and May 1st. The fee for the annual report is $150. After May 1st a $400 late fee is added to the annual report filing fee.
Why choose SunDoc Filings?
SunDoc Filings can help you form a Florida corporation with the Florida Secretary of State on an expedited basis. To form a corporation in Florida or form a Florida subchapter S corporation, you must file the Florida Articles of Incorporation with the Secretary of State. SunDoc Filings has been forming corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Florida incorporation process quick and painless for you by preparing and filing the Articles of Incorporation with the SOS on your behalf.
How do I form a Florida Corporation?
First, we check corporate name availability with the Secretary of State. Second, we prepare the Florida Articles of Incorporation. Third, before we form the corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Florida Secretary of State. Fifth, when the Florida Secretary of State files the Florida Articles of Incorporation, we will return the filed document to you.
What are the advantages of forming a Florida Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Florida corporation form purchasing stock. Since the corporation is an independent legal entity, the Florida corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
When you form an Florida corporation, the owners (shareholders) are not personally liable for the debts and obligations of the corporation. Ownership in a corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Florida corporation itself.
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Florida Corporation?
After we form a Florida corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Florida corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Florida corporation. If you purchase our Florida premium package, EIN obtainment is included for your Florida corporation.
How do I form a Florida S Corporation?
It is important to understand that your Florida S corporation starts as a general stock corporation (C corporation). To obtain or to form a Florida S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming a S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Florida C corporations below. By obtaining S corporation status in Florida, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Florida S corporation's shareholders include their share of the Florida Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
What are the advantages of a C Corporation in Florida?
Generally most people form Florida C corporations that plan on publicly trading the corporation's stock. Since Florida S corporations cannot have more than 75 shareholders, choosing to maintain an Florida C corporation allows for 76 shareholders or more. A C corporation can have multiple classes of stock such as preferred and common shares. A Florida C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, a S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
How do I obtain or prepare corporate bylaws for my Florida Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Florida corporation and include meeting minutes (MS Word format) that you can prepare as needed.
What are the corporate bylaws and why are they so important for my Florida corporation?
The corporate bylaws serve as a blueprint for your Florida corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Florida bylaws contain the number of directors and their names. Florida bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
Another important part of Florida corporation bylaws is to create "rules" on how the Florida corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Florida bylaws will reference a list of shareholders in alphabetical order that includes Florida shareholder's names, addresses, titles held with the Florida corporation, and the amount of shares the shareholder owns in the Florida corporation.
What is an Florida corporate seal?
After the Florida corporation prepares its bylaws or has Sun prepare the bylaws, the Florida corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Florida corporation was formed. Many banks and other lending institutes require Florida corporations to possess and use a corporation seal on business documents or loan papers. All Florida corporation kits that Sun sells contain a handheld corporate seal embosser.
What is a Florida corporate kit?
The Florida corporate kit is typically a hardbound binder that contains all of the Florida corporation's important documents such as the Florida Articles of Incorporation and bylaws. All the Florida corporation kits that Sun sells include having the Florida corporation's name hot stamped (professional imprint of the Florida corporation's name) on the spine. Most Florida corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
Another important part of a Florida corporate kit is stock certificates. All of the Florida corporate kits that Sun sells contain 20 custom stock certificates that include the Florida corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Florida corporation, you can order an Florida corporate kit by clicking here. We have a selection of high quality kits that come in array of styles and colors.
Now that you have formed your Florida corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Florida bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Florida corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Florida corporation.
Helpful Florida Business Links
Florida Department of State http://www.dos.state.fl.us/
Florida Department of Revenue: www.myfloida.com/dor
Department of Vehicle Registration: www.flhsmv.gov
Department of Transportation: www.dot.state.fl.us
Tax Collectors: www.floridataxcollectors.com
Department of Corporations: www.sunbiz.org