Incorporate in Florida

Incorporate in Florida  - Same Day Filing

3 Easy Steps to Incorporation
Filing Packages Begin at $79.00 plus required state fees
We make it fast and easy to file your Florida corporation. We can help you form a Florida corporation with the Secretary of State. Incorporate online with the option of uploading your own completed Articles of Incorporation.

 

Skip directly to step 3 for documents that are already prepared.

 

Step 1: Check Name Availability

Start by choosing 3 corporate names in order of your preference. We’ll do an availability check.

Step 2:Upload or Prepare your Articles

Use our simple online form, which will walk you through the required information.

Step 3: Specify Service Level and Service Options

Pick the necessary filing package. You can also choose from the a la carte options.

 

Routine order processing time: 3 - 5 business days

Rush order processing time: Rush Not Available

 

During normal business hours, expect an email confirmation within 1 hour.

 

 

Your filing is now on its way!

We will submit your corporation and it may be active the same day if we receive your Florida Articles of Incorporation by 12 p.m. PST Mon – Fri. This would mean that your file date will be the same as your submission date. Remember: If documents are mailed to the state (as some filing services will do), proof of filing will take considerably longer.

 

Responsibilities After Filing

  • Florida Corporate Kit: Order a Florida Corporate Kit at the time that you place your order or individually at our Corporate Kit order page. Each kit includes 20 stock certificates, a seal embosser, a custom binder, bylaws and meeting minutes, and more.
  • EIN or Employer Identification NumberWe can also obtain your EIN for your new company. Just add it to your order. You’ll receive it within 24 to 48 hours.
  • File a Statement of Information:  The Secretary of State requires that a Statement of Information is filed after the Articles of Incorporation are filed.

Add these optional services to your order at the time of filing:

  • Certificate of Good Standing: You may need additional copies of this if you plan to register or qualify in states other than Florida.
  • Additional Certified Copy of Articles: This may be necessary for loans, banks, or professional licensing requirements in the future.

 

The Advantage of Filing With SunDoc Filings

 

  • We've filed thousands of documents since 1999
  • We submit all documents on the same day when received by 12 p.m. PST
  • Other companies may mail in your filings and delay your results

 

 

Corporate Formation Guidelines

 

CORPORATE NAME

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.

 

PURPOSES CLAUSE

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

Preemptive rights are denied in absence of a specific grant.

 

CUMULATIVE VOTING

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.

 

DIRECTORS

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.

 

INCORPORATOR

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.

 

FILING PROCEDURES

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.

 

 

 


 

Florida Corporate FAQ

 

What’s the SunDoc Filings difference?

SunDoc Filings has been forming corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. We can help you form a Florida corporation with the Florida Secretary of State quickly and efficiently. In order to form a corporation in Florida (or form a Florida subchapter S corporation), you have to file the Florida Articles of Incorporation with the SOS (Secretary of State). Let us prepare and file the Articles of Incorporation with the SOS on your behalf and make the Florida incorporation process easier and more painless for you.

 

How is a Florida Corporation formed?
We’ll start by checking for the availability of corporate names with the Florida Secretary of State (SOS). You can choose 3 names based on preference, and we’ll see about availability. Next, we prepare the Florida Articles of Incorporation. After that but before we actually form your new Florida corporation, we check that the Articles of Incorporation are completely error-free. It’s then time to file the Articles of Incorporation with the Florida SOS. Finally, we return the filed document to you when the Florida SOS files the Florida Articles of Incorporation.

 

What are the advantages of forming a Florida Corporation?
First, when you have a Florida Corporation, you have the protection of what is called a “corporate veil.” This provides limited liability to the shareholders or owners of the corporation. In other words, shareholders will not be personally liable for obligations and debts of the Corporation. They can personally lose, but only to the extent of their investment in the Corporation from stock purchases. The Florida corporation will also have continuous existence because the corporation is an independent legal entity. If one of the shareholders retires or dies, the corporation will not just cease to exist because of that. Additionally, a full corporation will have a much simpler time setting up retirement funds, planning for insurance and pension options, creating stock option plans, and profit sharing.

Furthermore, compared to other types of business entities, it’s much easier to transfer ownership in a corporation. In most circumstances, obtaining consent from the Florida corporation itself is not required in order to sell shares of stock without restriction to a third party.

 

How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Florida Corporation?
When we create a Florida corporation for you, we offer numerous supporting services. One of these services is the ability to obtain an EIN for your new Florida corporation. An EIN is needed for hiring employees, opening bank accounts, and beginning business credit. If you purchase our Florida premium package, EIN obtainment is included in the cost.

 

How do I form a Florida S Corporation?
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 IRS. Forming a S corporation means that the corporation will be taxed like an LLC or partnership. This will mean a pass-through tax structure. Make sure to check with the IRS or your accountant for limitations. You can also read about Florida C corporations below. By obtaining S corporation status in Florida, the corporation will generally not file a yearly tax return. Additionally, double taxation is eliminated. On their tax return, the Florida S corporation's shareholders include their share of the Florida Corporation's separately stated items of income and deduction, loss, and credit. They will also include their share of non-separately stated loss or income.

 

What are the advantages of a C Corporation in Florida?
Most of the time, when people plan on publicly trading the corporation's stock, a Florida C corporation will be formed. 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?
SunDoc Filings will prepare the initial bylaws (with standard language) for your Florida corporation when you purchase our premium package. These will include meeting minutes in MS Word format as well. You can prepare these as necessary.

 

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 as well as the names of the officers for the titles:

• President

• Vice-President

• Secretary

• Treasurer/Chief Financial Officer (CFO)

Here’s another essential part of the bylaws: They make "rules" pertaining to how the Florida corporation will be able to create a bank account, write checks, take out loans, obtain business credit, enter into contracts, and issue stock certificates to its shareholders. It is not uncommon for Florida bylaws to have a list of shareholders as well. These will be in alphabetical order and include the following:

• The names of shareholders

• Shareholders’ addresses

• Titles held with the corporation

• The amount of corporate shares each shareholder possesses

 

What is a Florida corporate seal?
Once the Florida corporation has SunDoc Filings prepare the bylaws or prepares its own bylaws, a corporate seal will be needed. This is a handheld device. It puts the name of the corporation, the state where the corporation was formed, and the date the corporation was formed in Florida onto any type of paper — imprinting it. It is not uncommon for lending institutions and banks in Florida to require corporations to have a corporate seal. They may be necessary for use with loan papers, business documents, and other important documents. Please keep in mind that if you purchase a Florida Corporation Kit from SunDoc Filings, your kit will include a handheld corporate seal embosser.

 

What is a Florida corporate kit?
SunDoc Filings’ Corporation kits include numerous things that your corporation will need. For example, all corporation kits that we sell will come with a hardbound binder that contains all of your corporation’s most important documents like the bylaws and Articles of Incorporation. You also get a slip case to help keep the binder safe. Certain corporate kits will have this slip case built-in. This choice is yours. In addition, your Florida corporation’s name will be professionally hot-stamped or imprinted onto the spine of the binder.

Each of the corporate kits also includes stock certificates. You’ll receive 20 custom stock certificates. Each certificate will have your Florida corporation’s name, the amount of shares, the par value the corporation is authorized to issue, and the title of the president and secretary underneath the signature lines.

You can either purchase a corporate kit at the same time that you file with us, or if you’ve already formed your corporation, you can order an Florida corporate kit by placing the order individually at our Corporate/LLC Kit order page.

 

Start Operating Your Florida Corporation

You’ve completely formed your Florida corporation. You’ve obtained your EIN from the IRS. You’ve decided upon whether to elect S corporation status or remain a C corporation. You’ve prepared the Florida bylaws, issued shares of stock, and used your seal embosser.

At this point, you need to establish which local, city and county business licenses your company will need. It is essential to verify your area’s business licensing requirements. If you plan to operate your Florida corporation out of your home, verify with your city or county to see whether a work-at-home permit is necessary. Once these licensing requirements are established, you can begin operating your Florida corporation.