Forming a Florida corporation is only as challenging as you make it. If you know the right steps, establishing your corporation will be fairly straightforward.
Choose Your Name First
The first thing you should do when establishing your Florida corporation is to decide what you want to call it. The name will need to feature one of the following words:
Additionally, your chosen name has to be sufficiently unique from the name of all existing corporations in Florida. You cannot reserve a name in advance in Florida, but you can check its current availability via the online database on the Department of State website.
The next step will be to prepare your Certificate of Incorporation. When you file a document, called Articles of Incorporation, this legally creates your corporation. The Articles of Incorporation need to include the following information:
You will also pay a fee of $70 for filing. You can get certified copies as well, but this entails additional fees.
The Registered Agent
You will notice that your Articles of Incorporation must include your registered agent. This is the person or company that receives any Florida service of process notices. It can be a business entity or resident of Florida. In the case of an entity, it must have Florida authorization to do business.
You will also need to appoint initial directors who you must include in the same Articles of Incorporation. The directors will act as the board up until your first annual shareholder meeting. At this point, the shareholders elect the board.
As soon as possible, create a record book for your corporation. This will include crucial papers and documents, such as stubs for stock certificates, the stock certificates themselves, and minutes from meetings. The record book can take any form you prefer.
The Corporate Bylaws
You also need to create your corporate bylaws, which outline your corporation's basic operations. You do not file these with Florida, and there is not actually a legal requirement to complete them. Even so, this step should never be skipped. Corporate bylaws can prove your corporation's legitimacy and establish rules to prevent future conflicts.
Hold a Board Meeting
Your first meeting for the board will be when the directors make multiple decisions, such as:
Issue Your Stock
Most states do not legally require you to issue stock certificates in paper. Even so, most small corporations will find this most convenient. Ensure you record the name as well as contact information of each shareholder in your ledger.
Your Florida corporation must continue to remain compliant with local and federal requirements in the future. At the state level, this means filing your annual report. Other requirements include getting your EIN from the IRS, getting a business license (if required), and submitting a form to switch to S Corp. status (if desired).