The following article will explain everything you need to know about Florida incorporation. Our business SunDoc Filings specializes in business incorporation in the State of Florida. Allow us to help you with the often-complicated paperwork involved in incorporation.

Remember that an attorney is not necessary when it comes to filing the necessary paperwork for Florida incorporation. However, seeking out the advice and counsel of a professional may be helpful for some related matters. This article is not to be construed as accounting, tax, or legal advice. Always speak with a licensed and experienced professional when you require specific assistance.

Overview

To create the corporation you file Articles of Incorporation with the Secretary of State. You'll need a company name that's available to use. You'll need to know which of several types of corporation you're choosing, your corporate address, and who's your Registered Agent. Also you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

In addition to the overall filing process, your new corporation is also going to need an EIN (a Federal Tax ID Number), which can be obtained from the IRS. Also, you’ll need to hold an initial board of directors meeting. Here, you will adopt your corporate bylaws. Remember that your bylaws will not need to be filed with the state. You will need to know who your directors are (if any) and who your corporate officers will be as well. You don't need to list your officers in your articles of incorporation. This information is for your own records. 

Incorporating

You'll need to choose the type of corporation you want to create in the state of Florida. Most companies go with a General Stock Corporation, which provides you with the option of choosing your number of shareholders (unlimited). On the other hand, you can also set a limit of the number of shareholders you have in your articles of incorporation, and if this number does not exceed 35, you'll be choosing a Close Corporation. Finally, there’s a Professional Corporation, which is for certain professionals and which is mandated by the State of Florida.

You can obtain forms from the State of Florida, which comply with the Corporations Code in the state, or you can create your own forms with the help of an attorney.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

All corporations need to have 3 positions filled from the very state: President, secretary, treasurer. It is possible to fill all of these roles yourself or another individual can fill all the roles. Still, it is necessary to have a minimum of three directors for a Florida Corporation in most cases. If no shares are issued by a corporation or if the shareholders numbers are less than three or, there are select exceptions to this rule. Most of the time, the number and limit of directors will be listed in your bylaws (unless it is within your articles).

In the event that you need to change your articles of incorporation, you will need to file an amendment with the state of Florida. In a formal meeting, it is possible to amend your bylaws with a vote of your directors and shareholders.

Remember to keep minutes at all of your meetings. You will also need to set forth several things in your bylaws. These include the powers of your directors, the methods of your meetings, and the times that you hold your meetings. All of this must be in accordance with relevant provisions of the law in Florida.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Florida Corporate Kit page.

Registered Agent

All Florida corporations are required to have someone called a registered agent. This can be an individual or a business. The common trait is that this individual or company must be at a specific address during business hours in the event that Florida state needs to contact them for specific reasons, such as legal questions. If you would like, SunDoc can help you outsource your Florida corporation’s routine by providing this service.

For additional information on registered agents and what they do, please feel free to go to this article: What is a Registered Agent? Why Do I Need One?

Name Search

Choosing your corporation name is a big step on your way to fully incorporating your business in the state of Florida. Your chosen name needs to be available according to Secretary of State records in Florida, and it cannot too closely resemble another company's name (so that it possibly leads to deception or confusion). Finally, make sure that your name does not mislead the public in any way. Check for other statutory requirements as well. 

Remember to truly put forth some effort when it comes to choosing your company name. This is both for your company's own best branding and to comply with Florida state law. You can run your own name searches with the State of Florida, or SunDoc can perform your name availability check or reserve your corporation name for you.

EIN

With the IRS, you can file form SS4 to apply for an EIN. If you prefer, SunDoc Filings can also do this on your behalf. Simply go to our EIN page for more information.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. Providing general differences between the two corporate tax structures.

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