Florida Business Incorporation: Everything You Need To Know

Florida business incorporation is the process of registering a corporation in the state.3 min read

Florida business incorporation is the process of registering a corporation in the state. This creates a distinct legal entity for your business. If you have a sole proprietorship or general partnership, you may want to take this step to protect your personal liability and build your reputation with creditors, vendors, and customers. You may want to consult an accountant and/or attorney to determine the best business entity for your needs and goals.

Steps To Incorporate Your Business

  • Decide where to incorporate your business, typically the state where your enterprise is located.
  • Choose a name for your business, which cannot already be in use by another Florida business. Florida restricts business names from implying a connection with the government.
  • Select a board of directors for the corporation.
  • Choose a registered agent, an individual or business who has agreed to accept service of process and other official documents on behalf of your business.
  • File articles of incorporation with the Florida Division of Corporations. You can do this either online or by printing and mailing the required form along with a check or money order for your filing fee.
    • Pay the associated fee, which can be done online using a debit card, credit card, or e-file account.
    • After filing the articles of incorporation, you'll receive an email confirmation at your provided email address if you file online or a mailed confirmation if you filed through the mail. The confirmation will include the name of your business, document number, effective date, and file date. You can also opt to purchase a certified copy of the articles. You will receive a rejection notice if your application does not meet state requirements.
  • Register for an employer ID number (EIN) with the IRS. This allows you to open a bank account for your corporation.
  • Obtain the proper licenses and permits for your business from your county and local municipality.
  • Have your first directors' meeting, at which you will adopt bylaws that detail the operating guidelines of your corporation. At this meeting, you will also resolve to open a bank account for your business, repay expenses accrued before incorporation, discuss tax status, and determine shareholder ownership percentages.

Benefits of Incorporating

Protecting your personal assets is one of the key benefits of forming a corporation. As a business owner, you are responsible for debts of and legal judgments against your business. Incorporating gives you limited liability, which means your personal assets cannot be seized to pay for business obligations. Your obligation is limited to the amount of your initial investment in the company.

Your corporation can avoid double taxation by electing S corp status with the IRS. File IRS Form 2553 within 75 days after your incorporation date. Your board of directors will have to resolve to take this step. You can make a late election, but it will not take effect until the next tax year.

You can do business under a name other than your legal corporation name by filing a DBA with the county where your corporation operates. This allows you to advertise, open accounts, and accept payment under this alternate business name.

Filing an Annual Report

Florida corporations are required to file an annual report to confirm state records and remain active in the state, even if you don't need to make changes in the report. This does not require financial information.

In your annual report, you can change the information for your managers, officers, directors, and members, update your registered agent information, change your business's mailing address and/or principal address, or add or update an employer ID number.

This report can be filed online or by the mail and carries a filing fee. This can be paid by credit card, debit card, e-file account, or check or money order payable to the Florida Department of State. If you mail your payment, enclose the payment voucher provided.

The report and payment must be made before May 1. Corporations who miss this deadline will be charged a $400 late fee. Failure to file by the third week of September will result in revocation of your business registration and administrative dissolution of the corporation. Although you may reinstate your corporation if this occurs, doing so requires a new application and payment of all outstanding fees.

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