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corp formationUpdated 2026-03-31

How to Incorporate in Florida (2026): A Step-by-Step Guide

Incorporating in Florida requires filing Articles of Incorporation with the Florida Division of Corporations, appointing a registered agent, and paying a $78.75 filing fee. Florida corporations are subject to a 5.5% corporate income tax rate and a $150 annual report fee. This guide walks you through each step to establish your Florida corporation legally and efficiently.

Step 1: Choose Your Business Structure

Before incorporating, determine whether a corporation is right for your business. Florida recognizes both C corporations and S corporations at the state level (Fla. Stat. § 607.0202). A corporation provides limited liability protection—your personal assets are generally protected from business debts—but involves more regulatory compliance than a sole proprietorship or partnership.

If you want pass-through taxation without corporate formalities, consider a Florida LLC instead. LLCs offer liability protection similar to corporations but with simpler management requirements. However, this guide focuses on incorporating as a corporation.

Corporation

A corporation is a separate legal entity that shields you from personal liability for business debts and obligations. You must file Articles of Incorporation with the Florida Division of Corporations and pay a $78.75 filing fee (Fla. Stat. § 607.0202).

Key requirements:

  • Minimum of 1 director required (no residency requirement) (Fla. Stat. § 607.0202)
  • Annual report fee of $150.00
  • Corporate income tax at 5.5% flat rate on Florida net income for tax years beginning January 1, 2022 or later
  • S Corp election is recognized at the state level for federal tax purposes

Corporations require more formality than LLCs, including board meetings, bylaws, and corporate records. However, they offer strong liability protection and may provide tax advantages if you elect S Corp status with the IRS.

Limited Liability Company (LLC)

An LLC combines liability protection similar to a corporation with the simpler tax treatment of a partnership or sole proprietorship. You file Articles of Organization with the Florida Division of Corporations.

Naming requirements:

Additional considerations:

  • You must appoint a registered agent with a Florida business address (Fla. Stat. §§ 605.0113-605.0114)
  • A member can serve as the registered agent
  • If you operate under a name different from your LLC name, you must file a fictitious name registration ($50.00 fee)

LLCs require less ongoing formality than corporations and offer flexible management structures. Most small business owners choose LLCs for their simplicity and liability protection.

Sole Proprietorship

If you operate as an individual without forming a separate entity, you are a sole proprietor. You have no liability protection—personal assets are at risk for business debts. You do not file formation documents with the state, but you may need a fictitious name registration if you operate under a business name other than your legal name.

Next Steps

Once you select your structure, you'll need to:

  1. Reserve or register your business name
  2. File formation documents with the Florida Division of Corporations at https://dos.fl.gov/sunbiz/
  3. Obtain an Employer Identification Number (EIN) from the IRS
  4. Register for required licenses and permits based on your industry

Contact the Florida Division of Corporations at (850) 245-6052 or visit https://dos.fl.gov/sunbiz/ for filing assistance.

Step 2: Select and Reserve Your Corporate Name

Your corporation's name must include a required designator and be distinguishable in Florida's records. You'll search the state database, then formally reserve your name before filing your Articles of Incorporation.

Required Name Elements

Florida requires your corporate name to include one of these designators: "Corporation," "Incorporated," "Company," or "Corp.," "Inc.," or "Co." (Fla. Stat. § 607.0401). You cannot abbreviate or omit this element—the state will reject your filing without it.

Florida law does not restrict specific words in corporate names, though you should avoid terms that could mislead about your business purpose or regulatory status.

Search for Name Availability

Before you reserve your name, search the Florida Division of Corporations database at https://search.sunbiz.org/Inquiry/CorporationSearch/ByName to confirm your desired name is available.

Your name must be "distinguishable in the records of the Department of State" (Fla. Stat. § 605.0112). This means no other active Florida business entity can have an identical or confusingly similar name. The search tool will show you existing registrations and help you avoid conflicts.

Reserve Your Corporate Name

Florida does not offer a formal name reservation process through the Division of Corporations. Your name becomes protected when you file your Articles of Incorporation with the state.

To secure your name immediately, file your Articles of Incorporation promptly after confirming availability. The filing fee is $78.75 (Fla. Stat. § 607.0202). You can file online at https://dos.fl.gov/sunbiz/start-business/efile/fl-llc/ or contact the Florida Division of Corporations at (850) 245-6052 for assistance.

Consider a Fictitious Name (DBA)

If you plan to operate under a name different from your registered corporate name, you must file a fictitious name registration (DBA) with the Florida Division of Corporations. The filing fee is $50.00.

This separate registration allows you to conduct business under an assumed name while maintaining your official corporate name on file with the state.

Step 3: Appoint a Registered Agent and Office

You must appoint a registered agent and designate a registered office before or at the time you file your Articles of Incorporation with the Florida Division of Corporations. This agent serves as your corporation's official point of contact for legal documents and state correspondence.

Who Can Serve as Your Registered Agent

Your registered agent must be either a Florida resident individual or a domestic or foreign entity authorized to transact business in Florida. Under Fla. Stat. § 605.0113, your registered agent's business address must be identical to your registered office address—you cannot use a P.O. Box.

One of your corporation's members can serve as the registered agent, provided they meet the residency and address requirements above.

Physical Address Requirement

Florida law requires a physical street address for your registered office. You cannot use a mailbox, P.O. Box, or virtual office address. This address becomes part of your public filing and is where the state will send official notices and legal documents.

Obtaining Consent

Your registered agent must consent to serve in this capacity before you file your Articles of Incorporation. Fla. Stat. § 605.0114 requires written consent, which you'll typically provide on your formation documents or through a separate consent form.

Changing Your Registered Agent

If you need to change your registered agent or registered office after incorporation, you'll file a Statement of Change of Registered Agent/Registered Office with the Florida Division of Corporations. The filing fee for this change is $25.00.

Contact the Florida Division of Corporations:

Step 4: Prepare Your Articles of Incorporation

Your Articles of Incorporation is the foundational document you'll file with the Florida Division of Corporations to legally establish your corporation. Under Fla. Stat. § 607.0202, your articles must include specific required information. The filing fee is $78.75.

Required Information for Florida Articles of Incorporation

Your Articles of Incorporation must contain five mandatory elements. Florida law requires you to include your corporate name with the proper designator, principal office address, authorized shares, registered agent information, and incorporator details. Missing any required element will delay your filing.

Corporate Name with Designator

Your corporation's name must include one of these designators: "Corporation," "Incorporated," "Company," "Limited," "Corp.," "Inc.," "Co.," or "Ltd." (Fla. Stat. § 607.0401). The name must be distinguishable in the records of the Florida Department of State. Before finalizing your name, search the business database at https://search.sunbiz.org/Inquiry/CorporationSearch/ByName to confirm availability.

Principal Office Address

You must provide the street address of your initial principal office in Florida or elsewhere. A mailing address different from the street address is optional but recommended if you use a P.O. Box for mail delivery. This is where your corporation's principal executive offices will be located.

Authorized Shares

Specify the total number of shares your corporation is authorized to issue. You can authorize any number of shares—there's no minimum or maximum set by Florida law. You may also designate different classes or series of shares with varying rights and preferences if desired.

Registered Agent and Office

Florida law requires you to name a registered agent and provide the street address of the registered office (Fla. Stat. § 605.0113). Your registered agent must be either a Florida resident individual or a domestic or foreign entity authorized to do business in Florida. The registered office address must be identical to the agent's business address. You must obtain the agent's written consent before naming them in your articles.

Incorporator Information

List the name and street address of each incorporator. An incorporator is the person or persons who sign and file the articles. You need at least one incorporator. The incorporator does not need to be a shareholder, director, or officer, and Florida imposes no residency requirement.

Optional Provisions

You may include additional provisions in your articles addressing governance matters, such as provisions eliminating or limiting director liability or opting out of Florida's interested shareholder statute (Fla. Stat. § 607.0202(b)(2)). These optional provisions can provide flexibility in how your corporation operates.

Preparing Your Document

You can file your Articles of Incorporation online through the Florida Division of Corporations at https://dos.fl.gov/sunbiz/start-business/efile/fl-llc/ or submit a paper copy. The online filing system guides you through entering all required information. Ensure all names, addresses, and the registered agent's consent are accurate before submission—corrections require filing amendments and paying additional fees.

Step 5: File Articles of Incorporation with the Florida Division of Corporations

You must file your Articles of Incorporation with the Florida Division of Corporations to officially create your corporation. This document establishes your company's legal existence and includes essential information like your corporation's name, registered agent, and number of authorized shares.

Where to File

The Florida Division of Corporations, also called the Department of State, processes all incorporation filings. You can file online through their e-filing system at https://dos.fl.gov/sunbiz/efile/ or submit documents by mail or courier.

Mailing Address: P.O. Box 6327, Tallahassee, FL 32314

Courier Address: 2661 Executive Center Circle, Tallahassee, FL 32301

Phone Support: (850) 245-6052

Filing Fee and Processing

The filing fee for Articles of Incorporation in Florida is $78.75. You can pay this fee online when filing electronically, which is the fastest method. The Division will process your filing and assign an effective date under Fla. Stat. § 607.0123.

What to Include in Your Articles

Your Articles of Incorporation must contain the information required under Fla. Stat. §§ 607.0202 and 607.0122. At minimum, include:

  • Your corporation's name (must be distinguishable in the Division's records)
  • The number of authorized shares your corporation will issue
  • The street address of your registered office in Florida
  • The name and Florida street address of your registered agent
  • The name and address of your incorporator

You may also include optional provisions, such as whether your corporation will be governed by Florida's interested shareholder statute (Fla. Stat. § 607.0193).

After Filing

Once the Division accepts your Articles of Incorporation, your corporation legally exists. You'll receive a confirmation with your effective date. Keep this confirmation for your records, as you'll need it to open a business bank account and obtain an Employer Identification Number (EIN) from the IRS.

Your corporation must file an annual report with the Division each year. The annual report fee is $150.00 and includes the supplemental corporate fee under Florida's franchise tax structure.

Step 6: Adopt Bylaws

Florida law does not mandate bylaws for corporations, but adopting them is strongly recommended. Bylaws are your internal operating manual—they establish governance procedures, director and shareholder rights, and management structure. While not required for filing with the Florida Division of Corporations, bylaws protect your corporation by documenting how decisions are made and disputes are resolved.

What Bylaws Must Cover

Your Florida corporation's bylaws should address the core governance areas outlined in the Florida Business Corporation Act (Fla. Stat. § 607). At minimum, include provisions for:

Board of Directors Structure

Specify the number of directors (Florida requires a minimum of 1 per Fla. Stat. § 607.0802) and whether the board size is fixed or variable. Define how directors are elected, their term lengths, and removal procedures. You may allow directors to be removed with or without cause unless your articles of incorporation restrict removal rights.

Shareholder Meetings

Establish procedures for annual and special shareholder meetings, including notice requirements, quorum thresholds, and voting procedures. Florida law allows you to set your own quorum requirements in bylaws, but they cannot be less than one-third of shares outstanding (Fla. Stat. § 607.0725).

Officer Roles and Responsibilities

Define officer positions (president, secretary, treasurer, etc.), their duties, and how they are appointed and removed. You may combine officer roles in a small corporation, and the same person may hold multiple positions.

Stock Issuance and Transfer

Document procedures for issuing shares, including any restrictions on transfer or classes of stock. This protects your corporation if you have buy-sell agreements or transfer restrictions.

Dividend and Distribution Policies

Outline how and when dividends may be declared and paid. Florida law allows distributions only if the corporation remains solvent (Fla. Stat. § 607.0630).

Amendment Procedures

Specify how bylaws may be amended. Florida allows both the board of directors and shareholders to amend bylaws unless the articles of incorporation reserve amendment power exclusively to shareholders (Fla. Stat. § 607.1020).

Adoption Process

Your bylaws are adopted by the board of directors or incorporators at your first organizational meeting—no state filing is required. Document the adoption in meeting minutes and keep bylaws with your corporate records.

If you later need to amend bylaws, follow the amendment procedures you established. Notify all directors and shareholders of material changes, and maintain updated copies in your corporate records.

Key Flexibility Points

Florida bylaws can be customized far beyond statutory minimums. You may include provisions for:

  • Remote or electronic participation in board and shareholder meetings
  • Indemnification of directors and officers beyond statutory minimums
  • Conflict resolution procedures
  • Compensation structures for directors and officers
  • Cumulative voting rights for shareholders (if desired)

Because bylaws are internal documents, you have broad discretion to tailor governance to your business needs. However, bylaws cannot conflict with your articles of incorporation or Florida law.

Documentation and Storage

Keep your adopted bylaws in your corporate records book alongside your articles of incorporation, stock certificates, and meeting minutes. Provide a copy to all directors and officers. If bylaws are amended, maintain both the original and amended versions for your records.

Step 7: Hold an Organizational Meeting

After the Florida Division of Corporations accepts your Articles of Incorporation, you must hold an organizational meeting to establish your corporation's governance structure. This meeting formalizes your company's internal operations and complies with Florida Revised Statutes § 607.0122.

What Happens at Your Organizational Meeting

Your organizational meeting is where you officially establish your corporation's operational framework. You'll adopt bylaws, elect your board of directors (if not named in the Articles), elect officers, authorize share issuance, and approve banking resolutions. This meeting creates the documented foundation for all future corporate decisions.

Required Actions During the Meeting

Adopt Bylaws

You must adopt bylaws that govern how your corporation operates. Florida law does not prescribe specific bylaw content, but your bylaws should address voting procedures, director responsibilities, officer duties, and shareholder meeting requirements. Your bylaws can be more restrictive than state law but cannot conflict with your Articles of Incorporation or Florida statutes.

Elect Your Board of Directors

If you named directors in your Articles of Incorporation, you may skip this step. If you did not, you must elect at least one director at this meeting. Under Fla. Stat. § 607.0202, Florida requires a minimum of one director—no residency requirement applies.

Elect Corporate Officers

You must elect a president, secretary, and treasurer. Florida law permits one person to hold multiple officer positions simultaneously. These officers manage day-to-day corporate affairs and execute contracts on behalf of the corporation.

Authorize Share Issuance

You must authorize the issuance of shares to initial shareholders.

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