In this article, we will discuss the set steps to forming a corporation in Florida. A business law attorney can help you with anything you need, as they are experienced in this field. Listed below is a brief overview of the steps for forming a corporation.
How to Form a Corporation in Florida
1. Choose the Name
Your corporation’s name has to include “Corporation,” “Company,” or “Incorporated,” as well as their applicable abbreviations. Additionally, the name has to be different from other businesses that have registered with the Department of State. You can check the Division of Corporations business name database, accessible at http://search.sunbiz.org/Inquiry/CorporationSearch/ByName, to make sure your name is unique. FYI, you cannot reserve a name ahead of time.
2. Prepare/File Your Certificate
This is where you might need the help of an attorney. In order to legally create your corporation, you have to file Profit Articles of the Incorporation with Florida’s Department of State Division of Corporations. You can file the articles online or via the mail. The articles must have:
- The corporation’s name
- Principle office street address
- Number of shares the company can issue
- The names/addresses of initial directors and/or officers
- The name, signature, and address of an agent that gets service of process
- Name/address of incorporator
3. Appoint Your Corporation’s Registered Agent
All corporations in Florida have to have agent for service of process, and that individual or company has to be listed on the articles. This entity accepts legal papers on behalf of the corporation in the event it is sued. The registered agent can be a human being, or it can be an entity authorized to conduct business in Florida. Prior to designation, the agent has to agree to accept service of process for your corporation.
4. Create Bylaws
These internal corporation documents set out the basic ground rules about how to operate your corporation. You do not file bylaws with the state, and there is no legal requirement to have them. That said, it is a very good idea to have corporate bylaws, as they set your corporation’s operating rules on paper. This shows creditors, banks, and the IRS that your corporation is legitimate. There are plenty of sample bylaw forms online.
5. Appoint Directors/Hold Meetings
Directors are appointed when you name them in your articles, and the person must appoint them after you form the corporation. These directors are on your board until shareholders’ first meeting. After this first meeting, directors should do the following, if applicable:
- Appoint corporate officers
- Select a corporate bank
- Adopt bylaws
- Authorize issuance of stock shares
- Adopt an official stock certificate
- Adopt a corporate seal
- Set the fiscal year
- Record these actions in fiscal minutes
6. Issue Stock
Next, the corporation can issue stock to shareholders in exchange for shareholders’ contribution of cash, property, and/or services. Small corporations issue paper stock certificates, and you’ll need to enter the shareholder’s contact information and full name into the transfer ledger. In Florida, corporate stock’s default is no par value. But, if you want to establish par value, you can. Again, this is a step that would be best carried out by a business attorney, as the law can be somewhat complex.
7. File an Annual Report
In Florida, if you want to maintain an active status, your for-profit corporation has to file a yearly report. The report’s first version is due the year after you form your corporation. File online between January 1st and the first of May. Reminder notices will be sent to the email address you have provided to the State.
8. Get an EIN
An EIN is an Employer Identification Number. This federal number is mandatory. You can get an EIN by filing an online application on the IRS website, for which there is no filing fee.
We strongly advise that you contact a business law attorney to help you form your corporation, as they law can be difficult for laypeople to maneuver.