Five Steps to Start a Corporation in Florida
Are you looking to start a corporation in Florida? Incorporating in the Sunshine State is a manageable process that we can walk you through in five easy steps! Major steps include completing the Certificate of Incorporation, creating appropriate bylaws for your company, and designating the initial director(s). Got questions after you read this summary? Reach out to one of our PRIME advisors for a free consultation.
Start a Corporation in Florida Step 1: Name Your Corporation
To begin, you should choose a business name for your corporation. The name should not be the same as any other in the state and it should fulfill the Florida corporation naming requirements.
Florida Guidelines for Corporation Naming:
- The name should include corporation, company, incorporated, or an abbreviation such as Corp., Inc., Co., Corp, Inc., or Co.
- The name should not have wording in it which implies an illegal or unlawful purpose
- The name can’t have language which implies a connection to a state or federal government agency or corporation
- The name must be different from any other business name in the state which exists. The exception is for particular fictitious name registrations, general partnership registrations, and limited liability partnership statements.
Is my desired Florida Corporation name available?
The desired corporation name should be different and unique to other existing business names in the state. The Florida SunBiz Business Entity Search is a good resource to use to figure out if your desired business name is available.
Is the URL available for purchase?
To create cohesive branding, check if the URL handle for your desired business name is available. You should buy the domain immediately, even if you aren’t using it right away, to reserve the naming rights. GoDaddy is a great option for reserving your domain name.
Start a Corporation in Florida Step 2: Choose a Registered Agent
To continue with the incorporation process, you should choose a Florida registered agent before you register with the Department of State.
A registered agent is chosen by an LLC or corporation to be in charge of documents, government correspondence and service of process. This is a point person for your new company.
The registered agent can be any individual, business entity, or professional registered agent service as long as they meet the following requirements:
- 18+ years in age
- Physically reside in the state with an address
- Accessible during expected business hours
Start a Florida Corporation Step 3: Hold an Organizational Meeting
Hosting an organizational meeting in the same time frame as filing an Articles of Incorporation is crucial to distribute task responsibility.
Some of these tasks include:
- Filling out the Articles of Incorporation form
- Writing and manage bylaws
- Choosing initial director(s)
- Organizing share structure
- Creating an Incorporator’s Statement
Write and Manage Bylaws
Corporation bylaws are rules that delegate governance and how your business will be run. They serve as a mock constitution, making the rules and delegations of responsibilities easy to determine.
A corporation’s bylaws will supplement any rules set forth by the federal government or the state.
Some important topics for bylaws include:
- Proper corporation governance—who will fill what role
- Record keeping and management
- Bylaw amendment structure
Choose Initial Director(s)
You must choose a minimum of one director to oversee your corporation until at least the first shareholder meeting. This person will be in charge of elections of positions as well as the amendment and addition of bylaws. The incorporators or initial directors will then be in charge of holding an organizational meeting. During this time, the incorporators will choose the Board of Directors or the initial director(s) will designate the proper officers.
Organize the Equity Structure
Stock is how one determines the percentage of equity, or ownership, one has in a company. The greater number of shares, the more ownership you have.
The division of shares can be laid out into share classes, which hold different rights and privileges. You can set up as many classes as you want, keeping in mind that the more complicated you make the equity structure, the harder it will be to administrate your Florida corporation. A higher number of authorized shares provides ownership protection and allows you to issue shares without legal fees.
Create an Incorporator’s Statement
This statement contains all names and addresses of each initial director and should be stored in the corporate records book. This document functions until the Board of Directors (BOD) is elected during the first shareholder’s meeting.
Start a Corporation in Florida Step 4: File the Florida Articles of Incorporation
The next step is to file the Florida Articles of Incorporation with the state. This document officially creates your Florida corporation. It can be filed online, through the mail, or in person with the Florida Department of State. It costs $35 plus $35 for designating a registered agent.
The Florida Articles of Incorporation will include the following information:
- Corporation Name
- Principal Place of Business Address
- Mailing Address
- Registered Agent Name and Address
- Registered Agent’s Signature (can be typed if filing online)
- Corporate Purpose
- Effective Date
- Stock Shares
- Incorporator’s Signature (can be typed if filing online)
- Correspondence Name and Email
- Certificate of Status Request (optional)
- Certified Copy Request (optional)
It should be noted that the online Articles of Incorporation form is only capable of starting a corporation with one share class. If the more share classes are desired, you must compose your own Articles of Incorporation.
Start a Corporation in Florida Step 5: Obtain an EIN for Your Corporation
An Employer Identification Number (EIN), or Federal Tax Identification Number (FTIN), is a form of a social security number for a company.
EIN’s are used for opening business bank accounts, federal and state tax filing, and hiring new employees for the company.
How to Start a Corporation in Florida: Frequently Asked Questions
Do I need a DBA or trade name for incorporation?
Yes, you need your Florida corporation to operate under a name other than your legal business name.
What is a share class?
A share class is a set of shares grouped together which share the same privileges relative to other groups of shares in the same company.