How to Start a Corporation in Florida?

To get a business idea off the ground in Fort Lauderdale, you must follow the designated steps for forming a company or corporation.

There are some distinct advantages to incorporating – such as liability protection – but what is the process for conducting business as a corporation?

The following are the steps you need to take to start a corporation in Florida.

1. Select the name of your corporation

Firstly, your corporation needs a name.  There are some set guidelines for this. 

Your name must:

  • Include the word “Corporation”, “Company,” or “Incorporated” – or abbreviations of these (“Corp.,” “Inc.,” or “Co.”)
  • Avoid language implying that the corporation is organized for an unlawful purpose or connected with a state or federal government agency.

Select a name that does not already exist and is recognizably different from all other registered business names listed in the Florida Division of Corporations database.

Florida state statute 607.0401 provides further information about corporation naming guidelines.

At this stage, you may also want to consider securing a domain name that reflects your business name for your online presence.

2. Appoint a registered agent

A nominated “registered agent” is required for every Florida corporation. 

This should be decided before you file your Articles of Incorporation as the details of the agent should be included when filing for incorporation.

This individual or company will act as your agent for service of process in Florida. They must have a street address to be able to receive tax documents and legal papers in the event of your corporation being sued.

The nominated party should be informed and agree to act as your agent prior to incorporation.

3. Appoint your corporation’s initial directors

Before you file your articles, you need to appoint the initial director(s) of your corporation.

Appoint at least one director to oversee your corporation until the first shareholder meeting after you are incorporated. 

The appointment of other directors can be completed at a later date, if necessary

The director(s) will be responsible for:

  • The adoption, amendment, and repeal of operational bylaws 
  • Supervision, election, and removal of officers

You will later need to complete an “Incorporator’s Statement”, including the names and addresses of all directors.

4. File your Certificate of Incorporation

The next stage is to prepare and file your Profit Articles of Incorporation with the Florida Department of State Division of Corporations.

This documentation must include the following information:

  • Your corporation name and main office address 
  • Its purpose 
  • Number of shares authorized to issue
  • Names and addresses of officers and/or directors
  • Name, signature, and street address of an agent for service of process 
  • Name and address of the incorporator

There is a nominal filing fee to pay and the documents can be submitted by mail, online, or in person.

Once this step has been completed, you are a legal corporation able to conduct business in the state of Florida.

However, there are a few more steps required to get your corporation fully operational.

5. Create a Corporate Records Book

A Corporate Records Book contains all your corporation’s key documents. It is usually a hard copy folder that is kept securely locked away at your main office.

It should include the following:

  • Incorporation documents
  • Details of bylaws
  • Minutes of director and shareholder meetings
  • Stock certificate ledger
  • Stock certificate stubs, etc.

6. Document your corporate bylaws

Your corporate bylaws are the basic rules of operation for your corporation.

Although not required by law, creating an internal document to outline these rules is a recommended housekeeping measure.

Include details such as:

  • The role of directors and officers in your corporation
  • How and when meetings are held
  • Voting procedures for electing officers or directors
  • How records will be kept and managed
  • What happens in the event of disputes?

Your corporate bylaws should supplement the laws laid out by the state of Florida. They do not need to be filed with the state but you should make them available to show banks, creditors, and other organizations, as necessary. 

You can add your corporate bylaws to your corporate records book.

7. Conduct the first director meeting

After you are incorporated and the rules of operation are decided, you will normally then conduct your first official board of directors meeting.

The initial director(s) appointed when filing your articles of incorporation should appoint the new directors if they are different from those already named.

At the first meeting of the board of directors, some of the main considerations are usually:

  • Who will be the corporate officers – chairman, secretary, etc.?
  • What the bylaws are (if not already decided) 
  • Conflict of interest policies
  • Which corporate bank to use
  • Issuance of shares of stock policies
  • The timing of the corporation’s fiscal year
  • Official stock certificate form and corporate seal
  • Approval of the election of S corporation status (if applicable)

All actions at this meeting must be recorded in corporate minutes, signed by the directors, and included in the Corporate Records Book.

8. Issue stock

Stock is usually provided to shareholders in return for capital contributions (e.g. cash, property, services). 

After the board of directors’ decisions on the issuance of stock, each shareholder in the corporation must be allocated the appropriate stock.

This is usually detailed in paper stock certificates detailing each shareholder’s name and contact information in the corporation’s stock transfer ledger.

Future compliance

We have outlined the major steps for legal incorporation and general housekeeping for making a corporation operational.

However, this is not the end of the regulatory steps that you need to take. You still need to ensure tax and regulatory compliance on an annual basis. 

For instance, you will need a federal employer identification number (EIN), a bank account, and must file an annual report.

If you are a foreign corporation or decide on S corporation status, there are also extra regulatory steps that you will need to take.

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