How to Form a Corporation in Florida

Quick Answer

Forming a corporation in Florida requires filing Articles of Incorporation with the Florida Division of Corporations for a $70 filing fee. As of April 10, 2026, the process can be completed online through the Florida Department of State’s Sunbiz portal, and corporations must maintain a registered agent in Florida and file annual reports by May 1st each year for $150.

Step-by-Step Formation Process

1. Choose a Corporate Name: Verify your desired name is available through the Florida Division of Corporations name search at dos.fl.gov/sunbiz/. The name must include “Corporation,” “Corp.,” “Incorporated,” or “Inc.” and cannot conflict with existing registered entities.

2. Appoint a Registered Agent: Designate a registered agent with a Florida street address who will receive legal documents and official correspondence on behalf of your corporation.

3. Prepare Articles of Incorporation: Complete the Articles of Incorporation form, which must include:

   • Corporate name
   • Principal place of business
   • Registered agent name and address
   • Number of authorized shares
   • Incorporator information

4. File with the State: Submit your Articles of Incorporation online through the Florida Division of Corporations Sunbiz portal (dos.fl.gov/sunbiz/) or by mail to: Florida Department of State Division of Corporations P.O. Box 6327 Tallahassee, FL 32314

5. Pay the Filing Fee: Submit the $70 state filing fee online via credit card or by check if filing by mail.

6. Obtain an EIN: Apply for a federal Employer Identification Number (EIN) through the IRS website or by calling 1-800-829-4933.

7. Create Corporate Bylaws: Draft bylaws to govern internal corporate operations, though these are not filed with the state.

8. Hold Organizational Meeting: Conduct the first board of directors meeting to adopt bylaws, elect officers, and authorize stock issuance.

Costs Breakdown

Fee Type	Amount	Payable To
Articles of Incorporation Filing Fee	$70	Florida Division of Corporations
Annual Report Fee	$150	Florida Division of Corporations
Registered Agent Service (optional)	$100-300/year	Third-party service provider
EIN Application	Free	IRS (direct application)
Name Reservation (optional)	$35	Florida Division of Corporations

Fees current as of April 10, 2026. Contact the Florida Division of Corporations for the most current fee schedule.

Requirements Checklist

Before filing your Articles of Incorporation, ensure you have:

• Chosen an available corporate name that complies with Florida naming requirements
• Designated a registered agent with a Florida street address
• Determined the number of authorized shares and share classes
• Identified at least one incorporator (must be 18 or older)
• Prepared the principal place of business address
• Gathered payment for the $70 filing fee
• Decided on initial directors and officers

Tax Implications

Florida corporations face specific tax obligations that differ significantly from LLCs:

State Corporate Income Tax: Florida imposes a 5.5% corporate income tax on C-corporations’ net income. This applies to all C-corporations conducting business in Florida, regardless of where they were incorporated.

Federal Corporate Tax: C-corporations pay federal corporate income tax at rates up to 21% on corporate profits, plus shareholders pay individual income tax on dividends (double taxation).

S-Corporation Election: Corporations can elect S-corporation status with the IRS to avoid double taxation, passing profits and losses through to shareholders’ personal tax returns.

Sales Tax: Florida’s base sales tax rate is 6.0%, though corporations may need to collect and remit sales tax depending on their business activities.

No Personal Income Tax: Florida does not impose personal income tax on individuals, which benefits S-corporation shareholders and corporate employees.

Unemployment Tax: Corporations with employees must pay Florida unemployment compensation tax and federal unemployment tax.

Ongoing Obligations

Florida corporations must maintain compliance through several ongoing requirements:

Annual Reports: File an annual report by May 1st each year with a $150 fee. Late filing incurs additional penalties and potential administrative dissolution.

Registered Agent: Maintain a registered agent with a Florida street address at all times. Any changes must be reported to the Division of Corporations.

Corporate Records: Keep detailed corporate records including:

• Articles of Incorporation and amendments
• Bylaws and amendments
• Board resolutions and meeting minutes
• Stock certificates and transfer records
• Financial statements

Tax Filings: File required federal and state tax returns by applicable deadlines, typically March 15th for corporations (or the 15th day of the third month after year-end).

Business Licenses: Maintain any required business licenses and permits specific to your industry and location.

Registered Agent

Florida law requires all corporations to maintain a registered agent with a street address in Florida. The registered agent serves as the corporation’s official point of contact for:

• Service of legal process and lawsuits
• Official state correspondence
• Tax notices and compliance documents
• Annual report reminders

Registered Agent Options:

• Individual: Any Florida resident 18 or older
• Business Entity: Any entity authorized to conduct business in Florida
• Professional Service: Third-party registered agent companies (typically $100-300 annually)

The registered agent’s name and address become part of the public record. Many business owners choose professional registered agent services to maintain privacy and ensure reliable document receipt.

Common Mistakes to Avoid

1. Choosing an Unavailable Name: Always search the Florida Division of Corporations database before filing. Similar names or those too close to existing entities will be rejected.

2. Missing Annual Report Deadlines: Florida’s May 1st annual report deadline is strictly enforced. Late filings incur penalties and can lead to administrative dissolution.

3. Inadequate Registered Agent Service: Using a personal address as registered agent creates privacy concerns and risks missed important documents if you move or travel.

4. Failing to Obtain Required Business Licenses: Corporate formation doesn’t automatically authorize business operations. Research and obtain all necessary licenses and permits for your specific industry.

5. Ignoring Corporate Formalities: Maintain proper corporate records, hold required meetings, and keep business and personal finances separate to preserve limited liability protection.

6. Misunderstanding Tax Elections: Consider S-corporation election timing carefully, as it affects both federal and state tax obligations and has strict deadlines.

7. Insufficient Authorized Shares: Authorize enough shares to accommodate future growth, as amending Articles of Incorporation later requires additional fees and filings.

Related Guides

• How to Form Corporation in Georgia: $100 Filing Guide 2026
• How to Form Corporation in Virginia 2026: $100 Filing Guide
• How to Form Corporation in Wyoming 2026: $100 Filing Guide
• How to Form Corporation in Colorado 2026 - $50 Filing Fee
• How to Form Corporation in Massachusetts: 2026 Guide

Frequently Asked Questions

How long does it take to form a corporation in Florida?

Online filings through the Florida Sunbiz portal typically process within 3-5 business days as of April 2026. Mail filings take longer, usually 2-3 weeks for processing. Expedited processing options may be available for additional fees.

Can I be my own registered agent in Florida?

Yes, you can serve as your own registered agent if you’re a Florida resident with a street address in the state. However, many business owners prefer professional registered agent services for privacy and reliability reasons.

What’s the difference between a Florida corporation and LLC?

Corporations face double taxation (corporate tax plus shareholder tax on dividends) but offer more structured management and easier access to investment capital. Florida LLCs have a higher formation fee ($125 vs. $70) but offer more flexible taxation and management structures without corporate formalities requirements.

Do I need an attorney to form a corporation in Florida?

While not legally required, consulting an attorney is recommended for complex business structures or if you’re unsure about corporate formalities, tax elections, or liability protection strategies. Simple incorporations can often be completed without legal assistance.

Can a foreign corporation do business in Florida?

Yes, but corporations formed in other states must register as foreign corporations in Florida before conducting business in the state. This requires filing an Application for Certificate of Authority and paying applicable fees.

What happens if I miss the annual report deadline?

Florida corporations that miss the May 1st annual report deadline face late fees and potential administrative dissolution. The state typically provides a grace period with penalty fees, but dissolved corporations must file for reinstatement and pay additional fees to resume active status.

How many shareholders can a Florida corporation have?

Florida corporations can have unlimited shareholders, making them suitable for businesses planning to raise capital from multiple investors. However, S-corporation election limits the number to 100 shareholders with additional restrictions on shareholder types.

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This article provides general information for educational purposes only. Business formation involves complex legal and tax considerations that vary by situation. Consult with a qualified attorney or accountant for advice specific to your circumstances.