How to Start a Corporation in Florida
How to Start a Corporation in Florida
Starting a corporation in Florida is straightforward if you know the exact steps and requirements. This guide walks you through the process from choosing a name to registering with state tax authorities, with concrete timelines and costs.
What You'll Need
Before you file, gather these materials:
- A unique business name (verified as available through Sunbiz)
- Florida street address for your registered agent (cannot be a P.O. Box)
- Articles of Incorporation (you can draft or use a template)
- Registered agent consent signature (the agent must sign to accept the appointment)
- $70 filing fee (plus $35 for registered agent designation)
- Your Social Security Number or Tax ID for the initial registration
You do not need a business license from Florida at the state level. The state does not issue a general business license to corporations. However, you will need to register for sales tax if your corporation sells taxable goods or services, and you may need a local Business Tax Receipt from your city or county.
Step 1: Choose and Verify Your Corporation Name
Your corporation name must end with Corporation, Corp., Incorporated, Inc., or an abbreviation (Corp or Inc). It must be distinguishable from names already on file with the Florida Department of State.
Search the Sunbiz database at https://search.sunbiz.org/Inquiry/CorporationSearch/ByName to check if your desired name is available. Do not assume the name is approved until you receive a filing acknowledgment from the Division of Corporations.
If you want to reserve the name while you prepare your filing, you can file a Name Reservation for 120 days at a cost of $25. This locks the name and buys you time to prepare your Articles of Incorporation.
Step 2: Designate a Registered Agent
Every Florida corporation must have a registered agent with a physical street address in Florida. This address is public information and is where the state will serve legal documents.
The registered agent can be an individual owner, an officer, or a professional registered agent service. It cannot be the corporation itself. Whoever you appoint must sign the Articles of Incorporation to accept the appointment.
If you use a registered agent service, expect to pay $50 to $200 per year depending on the provider. The agent designation itself carries a state fee of $35 at the time of incorporation.
Step 3: Prepare Your Articles of Incorporation
The Articles of Incorporation is the founding document that tells the state basic facts about your corporation: its name, purpose, registered agent, and initial stock structure.
Florida does not require you to include detailed bylaws in the Articles, but you must include:
- The corporation's name (ending with Corp., Corporation, Inc., or Incorporated)
- A brief statement of the corporation's purpose (you can write "to engage in any lawful activity")
- The registered agent name and street address in Florida
- The name and address of the incorporator (person filing on behalf of the corporation)
- The number of authorized shares (stock issued), if any, and their par value (can be zero)
You can find a template on the Florida Department of State website at https://dos.fl.gov/sunbiz/. Many incorporators use online document services or hire an attorney, but a simple template will work if you prepare it yourself.
Step 4: File Your Articles of Incorporation
File electronically through Sunbiz eFile at https://dos.fl.gov/sunbiz/. The online system is straightforward: you upload your Articles as a PDF, enter the registered agent information, and pay the filing fee by credit card or electronic check.
Filing fee: $70 for the Articles of Incorporation.
Registered agent designation fee: $35.
Total state cost to file: $105.
There is no expedited filing option in Florida. The Division of Corporations processes filings in the order they are received. Electronically filed documents typically post within 3 business days of processing. You will receive a filing acknowledgment by email with your Sunbiz document number.
Once your filing is acknowledged, your corporation legally exists.
Step 5: Obtain an EIN from the IRS
After your corporation is filed, apply for an Employer Identification Number (EIN) from the IRS. This is a federal tax ID for your corporation and is required before you can hire employees or open a business bank account.
Apply online at https://www.irs.gov/ein. The process is free and takes about 15 minutes. You receive your EIN immediately upon approval.
If you need to apply by mail, send Form SS-4 to the IRS. Processing takes 4 to 6 weeks.
Step 6: Register for Florida Sales Tax (If Required)
If your corporation sells taxable goods or services, you must register as a sales and use tax dealer with the Florida Department of Revenue before you begin business.
Register online at https://floridarevenue.com/taxes/eservices/Pages/registration.aspx. You will need your EIN and business address. Registration is free, but you will be assigned a sales tax permit number.
Florida's state sales tax rate is 6%, but counties may add surtax. Collect sales tax at checkout and remit to the Department of Revenue monthly or quarterly based on your sales volume.
Corporations classified as C corporations (the default) pay Florida corporate income tax at 5.5% on net income derived from Florida sources. Corporations classified as S corporations for federal tax purposes may have different filing requirements. Consult a CPA or tax attorney for your specific structure.
Step 7: Obtain a Local Business Tax Receipt (If Required)
Most Florida cities and counties require a local Business Tax Receipt for the physical address where you operate. This is separate from the state registration.
Contact your city or county tax collector to apply. Fees vary by location and business type, typically between $25 and $250 annually. Some counties allow online registration; others require an application by mail or in person.
Step 8: Open a Business Bank Account
After you have your EIN and your Articles are filed, open a dedicated business bank account in your corporation's name. Use your Sunbiz filing acknowledgment, EIN documentation, and Articles of Incorporation as proof of business formation.
A business account keeps personal and corporate finances separate, which is essential for liability protection and tax purposes.
Timeline: What to Expect
Filing to official existence: 3 business days (electronically filed documents post within 3 business days of processing).
EIN by phone or online: same day.
Sales tax registration: same day.
Local tax receipt: 1 to 2 weeks, depending on the county.
Bank account opening: same day, once you have your EIN and Articles.
Total elapsed time from first filing to fully operational: 1 to 2 weeks, assuming no name conflicts or registration issues.
Common Mistakes to Avoid
Waiting to register for sales tax. Many new incorporators skip this step because they assume they won't owe tax initially. The requirement is to register BEFORE you begin business, not after. Failing to register can result in penalties.
Not verifying the name before filing. A rejected name means a resubmission and another $70 fee. Always search Sunbiz first.
Using a P.O. Box for the registered agent address. The state will reject it. The registered agent must have a physical street address in Florida.
Forgetting the registered agent signature. The agent must sign the Articles to accept the appointment. Without that signature, the filing is incomplete.
Missing the annual report deadline. Every corporation must file a Profit Annual Report each year between January 1 and May 1. The fee is $150. Reports received after May 1 incur a $400 late fee (total $550). Failure to file by the third Friday in September results in administrative dissolution of your corporation.
Treating the corporation and personal finances as one. Depositing personal income into the business account or using corporate funds for personal expenses can pierce the corporate liability shield. Keep them separate.
Ongoing Requirements
After your corporation is formed, you must:
- File an annual Profit Annual Report ($150) by May 1 each year.
- Remit sales tax monthly or quarterly if registered.
- Pay federal and state corporate income taxes by the applicable deadlines.
- Maintain corporate records (bylaws, minutes, stock ledger) at your registered office.
- Renew your local Business Tax Receipt if required by your county or city.
Failure to file the annual report will eventually result in administrative dissolution of your corporation, which means you lose liability protection and your corporate status is terminated by the state.
Why Incorporate in Florida?
Florida offers clear advantages: no state income tax, no franchise tax, and straightforward filing procedures. The $70 filing fee is low compared to other states, and the Sunbiz system is reliable and user-friendly. Processing times are predictable, and there are no expedited or slow-track options to choose between.
Florida is home to more than 23 million people and ranks as the fourth-largest state economy in the U.S., with strengths in tourism, real estate, healthcare, international trade, and financial services.
Final Checklist
Before you consider your incorporation complete, confirm you have:
- Sunbiz filing acknowledgment with document number
- EIN from the IRS
- Sales tax permit (if applicable)
- Local Business Tax Receipt (if required)
- Business bank account opened in the corporation's name
- Calendar reminder set for your annual report due date (May 1)
Next Steps: Consult Professionals
This guide is informational only and is not legal or tax advice. Corporation law and tax treatment vary widely based on your business, ownership structure, and income. Before finalizing your incorporation, consult an attorney licensed in Florida to review your Articles of Incorporation and corporate structure, and consult a CPA or tax professional to confirm your federal and state tax obligations.
The Florida Small Business Development Center Network (https://floridasbdc.org/) also offers free guidance to new business owners. The SBA's South Florida District office (https://www.sba.gov/district/south-florida) provides additional resources and mentoring.
Your incorporation is the first step, but it is not the end of your business formation journey. Bylaws, operating agreements, liability insurance, and employment policies are the foundation you build on top of your corporate structure. Take the time to get it right.