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Florida ranks among America's fastest-growing business states with over 800,000 active entities registered through Sunbiz, the state's Division of Corporations online portal. Technology companies in Miami, healthcare corporations in Tampa, tourism businesses in Orlando, and real estate firms in Jacksonville all choose Florida C corp registration for the same reasons—no personal income tax, low corporate tax rates, and straightforward online filing.
Forming a Florida corporation protects your personal assets from business liabilities through the corporate veil, establishes your business as a separate legal entity recognized worldwide, and provides flexible governance structures for raising capital and issuing stock options. It also positions your company in one of the most tax-friendly and business-friendly states in the United States. Here's a complete guide to how to register a corporation in Florida:
What is a Florida corporation?
A Florida corporation is a business entity formed under Florida state law that exists as a separate legal person distinct from its shareholders. Shareholders are not personally responsible for the corporation's debts or legal obligations beyond their investment in company stock.
Florida company formation offers several advantages for corporations:
- No personal income tax: Florida has no state personal income tax—one of only nine states without it. Shareholders pay no state tax on dividends or distributions.
- Low corporate income tax: Florida charges 5.5% corporate income tax only on net income over $50,000. S-corporations and pass-through entities pay no Florida corporate income tax.
- Simple online formation: Florida's Sunbiz portal allows complete online filing with processing in 3-5 business days. Same-day processing is available for an additional fee.
- Low annual costs: The annual report costs $150 for corporations—significantly less than Delaware's franchise tax structure and many other states.
- Strong economy: Florida's zero personal income tax and growing economy attract talented employees and customers across all industries.
- Business-friendly regulations: The state has straightforward business laws with minimal regulatory burden and accessible government offices.
Step 1: Choose a unique corporate name
Florida requires your corporate name to be distinguishable from all other business entities registered with the Florida Division of Corporations.
Florida corporate naming requirements
Your corporate name must include one of the following words or abbreviations:
- Corporation
- Incorporated
- Company
- Abbreviations: Corp., Inc., Co.
Example acceptable names: Sunshine Tech Corporation, Miami Holdings Inc., Tampa Capital Co., Coastal Development Corporation.
Your corporate name cannot include words suggesting the business is a bank, trust company, or insurance company without proper licensing. Restricted words include "bank," "trust," "insurance," and "university."
Search Florida corporate name availability
Before filing your Articles of Incorporation, search the Florida Division of Corporations database at dos.fl.gov/sunbiz/search to confirm your desired name is available.
If your preferred name is taken, modify it slightly—add a word, change the order, or include a geographic identifier like "South Florida" or "Jacksonville."
Step 2: Appoint a Florida registered agent
Every Florida corporation must designate a registered agent with a physical street address in Florida. The registered agent receives service of process, legal notices, tax documents, and official correspondence on behalf of your corporation.
Registered agent requirements
Your registered agent must:
- Have a physical street address in Florida (not a P.O. box)
- Be available during normal business hours to accept documents
- Be either an individual who is a Florida resident or a business entity authorized to operate in Florida
- Accept the appointment in writing on the Articles of Incorporation
You can serve as your own registered agent if you have a physical Florida address and are available during business hours. Most corporations use themselves or hire a professional registered agent service.
Registered agent costs
Professional registered agent services charge $50-$150 annually. Many corporation formation services include the first year of registered agent service free.
You must list your registered agent's name and Florida street address on your Articles of Incorporation. The registered agent must sign the Articles accepting the appointment. You cannot file without designating a registered agent.
Step 3: Determine your stock structure
Before filing your Articles of Incorporation, you must determine your authorized shares—the maximum number of shares your corporation can issue.
Authorized shares vs. issued shares
Authorized shares are the maximum number of shares your corporation can issue as stated in the Articles of Incorporation. Issued shares are shares actually issued to shareholders—typically far fewer than authorized shares.
Most startups authorize between 1,000 and 10,000,000 shares of common stock. This provides flexibility for future financing rounds, employee stock options, and equity grants without amending the Articles of Incorporation.
Par value vs. no par value
Shares can have par value (a stated minimum value per share) or no par value. Many Florida corporations use no par value shares or very low par values like $0.01 per share.
Unlike Delaware, Florida does not calculate filing fees based on authorized shares or par value—your filing fee is $70 regardless of your stock structure.
Step 4: File the Articles of Incorporation
The Florida Articles of Incorporation for profit corporations filed under Chapter 607 or 621 Florida Statutes requires specific mandatory information and optional provisions. Here's an article-by-article breakdown:
Article I: Name
Enter your corporation's complete legal name including a required corporate suffix: Corporation, Corp., Incorporated, Inc., Company, or Co.. Professional Associations must use "chartered," "professional association," or "P.A.".?
Pro-tip: Search name availability at sunbiz.org before filing—the Division no longer provides preliminary name searches by phone. You are responsible for any name infringement that may result from your corporate name selection.?
Article II: Principal Office
Provide the principal place of business (must be a street address) and mailing address if different (can be a P.O. Box).?
Article III: Purpose
State the purpose for which the corporation is organized. Professional Corporations must state a specific purpose like "the practice of law" or "accounting services". Non-professional corporations may use general language like "any lawful business purpose".?
Pro-tip: The Division of Corporations strongly recommends having corporate documents reviewed by legal counsel. General purpose language provides maximum flexibility for future business activities.?
Article IV: Shares
Enter the number of shares of stock the corporation is authorized to have. There must be at least one share.?
Article V: Initial Officers and/or Directors (Optional)
List names, addresses, and titles of initial directors and officers. This information is optional but may be required to apply for licenses, open bank accounts, or obtain workers' compensation exemptions.?
Article VI: Registered Agent
Provide the name and Florida street address (P.O. Box NOT acceptable) of the registered agent. The registered agent must sign in the space provided and type or print their name accepting the designation.?
Article VII: Incorporator
Enter the name and address of the incorporator. The incorporator must sign and type or print their name below the signature. The incorporator is the person who prepares and signs the Articles of Incorporation—their function usually ends after the corporation is filed.?
Article VIII: Effective Date (Optional)
You may specify an effective date other than the date of filing. The effective date cannot be more than five days prior to the date of receipt or 90 days after the date of filing.? A late filing fee of $400 if not filed within the stipulated time.
Florida corporation filing fee
The Florida Department of State charges $70 total to file the Articles of Incorporation:
- $35 for filing the Articles of Incorporation
- $35 for registered agent designation fee
This is a one-time fee paid when you form your corporation.
How to file the Articles of Incorporation
You have three filing options:
Option 1: File online yourself—Go to dos.fl.gov/sunbiz and file directly through the Sunbiz portal. Cost: $70 state filing fee. Processing time: 3-5 business days.
Option 2: File by mail—Download the Articles of Incorporation form from Sunbiz, complete it, obtain your registered agent's signature, and mail everything with a $70 check to Florida Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314. Processing time: 2-3 weeks.
Option 3: Use a corporation formation service—Companies like NSKT Global can file your Articles of Incorporation for you and often include registered agent service.
When is your corporation officially formed?
Your corporation exists as a legal entity on the effective date shown on your filed Articles of Incorporation. You'll receive a confirmation email with your document number showing the official formation date.
Step 5: Create corporate bylaws
Corporate bylaws are the internal rules governing how to register a corporation in Florida operations.
Are bylaws required in Florida?
Yes—Florida law requires every corporation to have bylaws. Section 607.0206 of the Florida Business Corporation Act states that corporations must have bylaws for managing and regulating the corporation's activities.
Bylaws are not filed with the state—they're internal documents kept with corporate records. However, their existence is legally required. Unlike some states, Florida bylaws don't need to be signed to be valid.
What do corporate bylaws include?
Your corporate bylaws should address:
- Board of Directors: Number of directors, qualifications, election procedures, term length, removal procedures, meeting requirements, quorum requirements, and voting procedures
- Officers: Titles (President, CEO, CFO, Secretary), duties and responsibilities, appointment procedures, term length, and removal procedures
- Shareholders: Voting rights, meeting requirements (annual and special meetings), notice requirements, quorum requirements, voting procedures, and proxy rules
- Stock: Share classes, transfer restrictions, stock certificate requirements, and lost certificate procedures
- Amendments: Procedures for amending bylaws, who can amend (board vs. shareholders), and voting requirements for amendments
- Corporate records: Requirements for maintaining corporate books, records, and minutes
Do you file the bylaws with Florida?
No—you do not file your bylaws with the Florida Division of Corporations. Bylaws are internal documents kept with corporate records.
Banks and lenders typically require a copy of your bylaws when opening corporate bank accounts or applying for financing.
Step 6: Hold the organizational meeting and issue stock
After filing your Articles of Incorporation and adopting bylaws, you must hold an organizational meeting to complete the Florida C corp registration process.
What happens at the organizational meeting?
The organizational meeting (which can be held by written consent in lieu of an actual meeting) accomplishes:
- Elect directors: Shareholders elect the initial board of directors
- Adopt bylaws: The board formally adopts the corporate bylaws
- Appoint officers: The board appoints corporate officers (President, CEO, CFO, Secretary)
- Authorize stock issuance: The board authorizes issuing shares to founders in exchange for contributions (cash, intellectual property, services, or other consideration)
- Adopt stock option plan: For corporations planning to grant equity to employees, the board adopts a stock option plan
- Approve banking resolutions: The board authorizes officers to open corporate bank accounts
- Establish fiscal year and accounting method: The board determines the corporation's fiscal year and accounting practices
Issue stock to founders
Stock must be issued pursuant to a board resolution authorizing the issuance. The board resolution specifies the number of shares issued to each founder, the consideration received (typically cash or services), and the purchase price.
Founders receive stock certificates (or electronic confirmations) documenting their ownership. The corporation maintains a stock ledger recording all issued shares.
Step 7: Obtain an Employer Identification Number (EIN)
An Employer Identification Number (EIN) is a federal tax identification number issued by the IRS. It functions like a Social Security number for your corporation.
Does your Florida corporation need an EIN?
Yes—all corporations must obtain an EIN regardless of whether they have employees. You need an EIN to:
- Open a corporate bank account (banks will not open business accounts without an EIN)
- File federal corporate tax returns (Form 1120 or Form 1120-S)
- File Florida corporate income tax returns (if applicable)
- Hire employees and withhold payroll taxes
- Establish business credit and apply for business loans
- Issue Form W-2 to employees and Form 1099 to contractors
- Apply for business licenses and permits
- Set up merchant accounts for accepting credit card payments
How to apply for an EIN
Apply for an EIN online at irs.gov. The application takes 10-15 minutes and you receive your EIN immediately upon completion.
The IRS does not charge any fee for EIN applications. Be wary of third-party services charging $50-$200 to obtain an EIN—you can do it yourself free.
Can you get an EIN without a Social Security number?
Yes—you can legally form a Florida corporation and obtain an EIN from the IRS even if you don't have a US Social Security number or Individual Taxpayer Identification Number (ITIN).
The person applying online for the EIN must have a valid US taxpayer identification number. If you don't have one, you can mail Form SS-4 to the IRS instead of applying online. Processing takes 4-6 weeks by mail.
Step 8: Register for Florida corporate income tax (if applicable)
Florida company formation requires understanding the Florida corporate income tax requirements based on their tax structure.
Who pays Florida corporate income tax?
C-corporations doing business in Florida pay 5.5% corporate income tax on net income over $50,000. Florida provides a $50,000 exemption—corporations with net income below this threshold pay no tax.
S-corporations and other pass-through entities do not pay Florida corporate income tax. Income passes through to shareholders, who pay no Florida personal income tax (Florida has no personal income tax).
How to register
If your corporation will operate as a C-corporation, register with the Florida Department of Revenue for corporate income tax. Registration is free online at floridarevenue.com.
If your corporation will elect S-corporation status from the beginning, you typically do not need to register for Florida corporate income tax.
Step 9: Obtain business licenses and permits
Florida does not issue a general "business license" at the state level. However, your Florida C corp registration may need specific licenses or permits depending on your industry and location.
State licenses
Professional services (medical, legal, accounting, engineering, real estate, contracting) require Florida state professional licenses from agencies like the Florida Department of Business and Professional Regulation.
Local business tax receipts
Most Florida counties and cities require local business tax receipts (formerly called "occupational licenses"). These are issued by county tax collectors or city government offices. Costs vary by location and business type—typically $50-$150 annually.
Sales tax permit
If your corporation sells tangible personal property or certain taxable services in Florida, you must register with the Florida Department of Revenue for sales tax collection. Registration is free but required before making taxable sales. Florida charges 6% state sales tax plus local surtaxes (typically 0.5%-2.5%).
Industry-specific permits
Food service, healthcare, childcare, construction, and other regulated industries require permits from Florida Department of Health, Florida Department of Business and Professional Regulation, or other state agencies.
Federal licenses
Certain industries (firearms, alcohol, transportation, broadcasting) require federal licenses from agencies like ATF, FCC, DOT, or FAA.
Research licensing requirements for your specific industry and locations where you'll conduct business.
Foreign qualification: Operating in other states
If your Florida corporation conducts business in states other than Florida, you must foreign qualify in those states.
What is foreign qualification?
You're generally required to foreign qualify if your corporation:
- Maintains a physical office or storefront in another state
- Hires employees in another state
- Owns real estate in another state
- Regularly conducts in-person business activities in another state
Simply selling products online to customers in other states or attending occasional trade shows does not typically require foreign qualification.
How to foreign qualify your Florida corporation
To foreign qualify in another state, you typically must:
- Obtain a Certificate of Status from Florida proving your corporation is active and compliant (costs approximately $10 from Florida)
- File a foreign qualification application with the other state's Secretary of State
- Pay the other state's filing fee (varies by state, typically $100-$750)
- Appoint a registered agent in the other state
- Pay annual fees and file annual reports in the other state
Each state has different foreign qualification requirements, fees, and annual compliance obligations.
How NSKT Global can help with your Florida corporation formation and compliance
NSKT Global specializes in Florida C corp registration, compliance, and corporate governance for startups, growing companies, and established businesses. Our Florida company formation services include complete incorporation from name availability search through EIN application, Florida registered agent service with a physical address in your preferred Florida location, customized Articles of Incorporation drafting tailored to your business structure, corporate bylaws preparation addressing governance and shareholder rights, organizational meeting coordination and stock issuance documentation, and annual report management with automatic May 1 deadline reminders.
Whether you're forming your first corporation, expanding operations into multiple states, or restructuring existing entities, NSKT Global ensures your Florida corporation maintains compliance while minimizing taxes and providing the governance structure your business needs.
Frequently Asked Questions
What is a Florida corporation?
A Florida corporation is a business entity formed under Florida state law that exists as a separate legal person distinct from its shareholders. Shareholders are not personally liable for the corporation's debts beyond their investment in company stock. Florida company formation offers advantages including no personal income tax, 5.5% corporate income tax only on net income over $50,000, simple online filing through Sunbiz, and low annual costs of $150 for annual reports.
How to file the Articles of Incorporation?
To file the Articles of Incorporation, you can file online through dos.fl.gov/sunbiz (3-5 business days processing), by mail to Florida Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314 (2-3 weeks processing), or through a corporation formation service like NSKT Global. The filing fee is $70 total ($35 for Articles of Incorporation plus $35 registered agent designation fee).
How long does Florida C corp registration take?
Florida C corp registration takes 3-5 business days for standard online filing through the Sunbiz portal. Same-day expedited processing is available for an additional fee. Mail filings typically process within 2-3 weeks. Once approved, you'll receive a confirmation email with your document number showing the official formation date.
Do I need a Florida address to register a corporation in Florida?
No, you don't need a personal Florida address if you are looking on how to register a corporation in Florida. However, you must appoint a registered agent with a physical Florida street address (P.O. boxes are not acceptable) who receives legal documents on your corporation's behalf. Professional registered agent services cost $50-$150 annually and provide this required Florida address.
What is the difference between Florida C corp registration and S corp election?
Florida C corp registration creates the corporation entity through filing Articles of Incorporation with Florida. All corporations start as C-corporations by default. The S-corporation election is a federal tax status you choose by filing Form 2553 with the IRS after formation. C-corporations pay 5.5% Florida corporate income tax on net income over $50,000, while S-corporations are pass-through entities that pay no Florida corporate income tax. Florida company formation allows you to choose either tax structure after creating your corporation.
