How to Form or Qualify a Florida Corporation

Forming a corporation in Florida is a simple process, whether you already have a business or are just starting out. Our guide will walk you through those steps, as well as what to do if your corporation is based in another state and wants to expand operations into Florida. We’ve included the necessary documents at the end, too.

A business officially becomes a Florida corporation upon the successful filing of its formation documents and the associated filing fees.

An incorporator is a person or group that files the necessary documents to form a corporation in Florida, known as the articles of incorporation. This is done by submitting articles of incorporation to the Department of State Corporations Division. See Fla. Stat. Ann. § 607.0201.

In Florida, an incorporator can be an individual, a group of people, or an entity (such as another business). The individuals can be of any age – even teenagers. See Fla. Stat. Ann. § 607.01401.

Articles of incorporation are the founding documents that officially form your corporation in Florida, much like articles of organization are for a limited liability company. We’ve included a copy for you at the bottom of the page. Your articles must state:

• The Corporation’s Name
  • There are several restrictions on naming a corporation in Florida, which we’ll explore in the next section. For more, see Fla. Stat. Ann. § 607.0401.
• The Corporation’s Address
  • If you have a separate mailing address, be sure to include it along with your principal office.
• The Number of Shares That the Corporation Will Issue
• Any Preemptive Shareholder Rights
  • Also known as secondary offerings, seasoned offerings, or seasoned issues, preemptive rights give the shareholder the option to buy a proportional interest in the company’s stock should more shares be issued in the future.
• Each Incorporator’s Name, Address, and Signature
• The Office, Name, and Signature of the Company’s Registered Agent. See Fla. Stat. Ann. § 607.0501(3).

Other information can be included in your articles of incorporation if you so choose. See Fla. Stat. § 607.0202(b). Consider adding:

• The names and addresses of the initial directors
• The corporation’s purpose(s)
• The corporation’s management structure
• Definitions, limits, and regulations of the authority of the corporation, the board of directors, and the shareholders
• The stock’s par value
• Conditions where the shareholders will be personally liable for the corporation’s debts

You don’t need to worry about any provisions already covered in the Florida Business Corporations Act. See Fla. Stat. Ann § 605.0202(a).

You can form your corporation by filing your articles of incorporation with the Florida Department of State online, by mail, or in person. The Department’s mailing address can be found on the cover page of the state’s official articles of incorporation. If everything goes well, in a few weeks, you can expect a confirmation letter in the mail containing a certificate of incorporation.

The minimum filing fee for articles of incorporation is $70.00. However, there are additional fees if you want a certified copy of your articles or a certificate of status. Each of these additional documents costs an extra $8.75. The fee for obtaining all possible documents would come to a total of $87.50. Expedited filings are not available.

All Florida corporations must follow these rules when deciding on a name:

• The word “corporation,” “company,” or “incorporated or the abbreviation “Corp.,” “Inc.,” or “Co.,” needs to be included at the end of the name.
• The name cannot in any way suggest that your corporation is associated with or under the direction of state or federal government agencies.
• You cannot name your corporation after anything that would imply that your business was created for reasons forbidden in either the Florida Business Corporations Act or the company’s own articles of incorporation.
• The name must be unique enough that it can be reasonably distinguished from other companies on file with the Division of Corporations.

You can perform a basic name search yourself before forming your corporation by using the Department’s website to see if your chosen name is available in Florida. It’s a good idea to have a few backup names in case your first choice is rejected. You cannot reserve your name in advance, either. See Fla. Stat. Ann § 607.0401.

Your corporation can advertise and do business under a different name by registering a fictitious name with the Department of State. Also known as a “Doing Business As” or DBA, the application can be found below. See Fla. Stat. Ann § 865.09.

The registration form for your corporation’s fictitious name requires:

• The proposed fictitious name
• The corporation’s mailing address
• Each registrant’s name and address

Incorporated businesses looking to register a fictitious name must be considered “active” with the Department. They’ll also need to provide their Florida document registration number and federal employer identification number (FEIN or EIN) if available.

Before you can register a fictitious name, you need certification that the proposed fictitious name has been advertised at least once in a newspaper available in the business’s principal county. See Fla. Stat. § 50.031.

Your corporation’s fictitious name registration form can be filed online, in person, or by mail along with a $50.00 filing fee.

Registered fictitious names are valid for five years. You can, however, renew its status before the expiration date to avoid losing it. The renewal fee is $50.00. Alternatively, if you want to stop using a fictitious name, you need to file a cancellation with the Department within 30 days after you stopped using it, along with a $50.00 filing fee. See Fla. Stat. Ann. §865.09.

Hold a Meeting of the Incorporators

If your articles of incorporation didn’t appoint the corporation’s initial directors, then the first action taken after forming the company should be to hold an organizational meeting. This needs to be conducted by a majority of the incorporators with three days’ notice given to each attendee along with the meeting’s time and location. This is when the incorporators will either finalize the organization of the corporation and elect their initial directors, or simply elect a board of directors to complete the organization for them. See Fla. Stat. § 607.0205.

Have the First Meeting of the Board of Directors

If the corporation’s directors have already been named in the articles of incorporation, then the organizational meeting will be held by a majority of the directors instead. Like a meeting of the incorporators, all attendees must receive three days’ notice including the time and place of the meeting.  This is when the directors complete the corporation’s organization by electing officers, adopting bylaws, and addressing any other matters brought up by those in attendance. See Fla. Stat § 607.0205.

Draft Bylaws

Your corporation’s bylaws are the rules established by the directors during their organizational meeting. They control how the business will be governed and managed. There’s no requirement to file your bylaws with the Florida Department of State. This gives you more privacy over your business’s inner workings and any changes made along the way. See Fla. Stat. Ann. § 607.0206.

Unless covered in your articles of incorporation, we suggest that your company’s bylaws should contain, at a minimum:

• The date of the corporation’s annual meeting and how that date was decided upon
• How directors will be elected
• Who can call for special meetings
• How much notice will be required for annual and special meetings
• Which actions will require stockholder approval
• The vote threshold needed for certain stockholder actions
• How and when the company will pay dividends

The licenses and permits that your corporation needs depend on your chosen industry. However, most businesses in Florida only need a business license from the city and/or county where they’re located. These city and county licenses must be renewed each year. There are no standard state-wide fees for licensing and renewal. You can expect different costs for different types of businesses in different locations.

Certain professions, trades, businesses, and associated events will need their own specific licenses and permits because of the unique nature of their work. At the state level, this is managed by the Florida Department of Business and Professional Regulation. Some cities and other jurisdictions have their own special requirements, too. If your business is federally regulated, then you’ll need to be aware of any licenses required at that level as well. Because of the multiple governing bodies involved in the licensing process, it’s a good idea to have an attorney or another advisor to help you cover all your bases.

A “foreign corporation” refers to any corporation formed outside of Florida – not just those from overseas (see Fla. Stat. Ann. § 607.01401). They aren’t allowed to do business in the state without a certificate of authority from the Department of State (see Fla. Stat. Ann. § 607.1501).

The Department’s application for a certificate of authority, along with a cover letter, can be found below (see Fla. Stat. Ann. § 607.1503). You’ll need to include the foreign corporation’s original certificate of existence, dated no later than 90 days before filing.

If your filing is successful, the Department will send you a letter of acknowledgment, along with any of the optional documents that you requested.

You’ll need to prepare the following information to apply for foreign qualification in Florida:

• The name of the foreign corporation, depending on its availability (see Fla. Stat. Ann. 607.0401)
  • If the name is already taken or is otherwise invalid, then propose your company’s new name here instead (see Fla. Stat. Ann. 607.1506)
• The state or nation where the company was initially incorporated
• The company’s date of incorporation and how long it has been in existence
• The names and addresses for the corporation itself, its directors and officers, as well as its registered agent(s)

Your Application by a Foreign Corporation for Authorization to Transact Business comes with a $70.00 filing fee. Like many other Florida legal documents, you have the option of obtaining a certificate of status and certified copy for an additional filing fee of $8.75 each.

Doing business as an unqualified foreign corporation in Florida is a terrible idea because it limits your company’s liability protection and can result in fines or other penalties. Unless you register with the Department, you’ll be unable to take action in the Florida court system until your certificate of authority is in hand. This means that you’ll be unable to sue for damages should the need arise.

If your foreign corporation has been operating without authorization in Florida, then the company will have to pay all fees and taxes that it would have been subject to had it just registered properly in the first place. This is on top of a civil fine between $500.00 and $1,000.00 for each year of unauthorized business (see Fla. Stat. Ann. § 607.1502).

There is no strict definition for just what “transacting business” in Florida means in relation to needing a certificate of authority. However, the state does have a list of activities that don’t. These include, but are not limited to:

• Maintaining, defending, or settling any proceedings
• Conducting meetings of shareholders, boards of directors, or other internal affairs
• Maintaining bank accounts
• Keeping offices or agencies to transfer, exchange, or register the corporation’s securities
• Having trustees or depositories for the corporation’s securities
• Selling through independent contractors
• Soliciting for orders as long as the transaction is accepted outside of Florida before it becomes binding
• Acquiring mortgages, indebtedness, or security interests in property securing the debts
• Interstate commerce
• Owning real or personal property
• Isolated, one-off transactions that take longer than 30 days to complete
• Owning subsidiaries incorporated in or doing business in Florida
• Voting with the legally acquired stock of any Florida corporation
• Owning a limited partnership interest in a Florida limited partnership unless the limited partner controls the partnership or wields power similar to a general partner

(See Fla. Stat. Ann. § 607.1501)

Foreign corporations can only apply for qualification if the company’s name is in compliance with the aforementioned rules that apply to naming domestic corporations (see Fla. Stat. Ann. § 607.0401). For example:

• The word “corporation,” “company,” or “incorporated or the abbreviation “Corp.,” “Inc.,” or “Co.,” needs to be included at the end of the name.
• The name cannot in any way suggest that your foreign corporation is associated with or under the direction of state or federal government agencies.
• You cannot name your foreign corporation after anything that would imply that your business was created for reasons forbidden in either the Florida Business Corporations Act or the company’s own articles of incorporation.
• The name must be unique enough that it can be reasonably distinguished from other companies on file with the Division of Corporations.

(See Fla. Stat. Ann. § 607.1506)

Foreign corporations are subject to the same licensing and permit regulations as those formed in Florida. The specifics will depend on the corporation’s industry or trade. However, most businesses in Florida only need a business license from the city and/or county where they’re located. These city and county licenses must be renewed each year. There are no standard state-wide fees for licensing and renewal. You can expect different costs for different types of businesses in different locations.

Just like Florida corporations, foreign corporations that practice certain professions, trades, businesses, and associated events will need their own specific licenses and permits because of the unique nature of their work. Because of the multiple governing bodies involved in the licensing process, it’s a good idea to have an attorney or other advisors to help you cover all your bases.

Looking to start a business or grow the one you already have? Contact us online or by calling (727) 279-5037.