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Incorporating in Florida

For complete and current information concerning Florida corporations you should go to the Florida Division of Corporations’ web site. The following is not an attempt to present all you need to know when forming a corporation in Florida but rather to call your attention to just some of the basic information and requirements you may want to know as you submit information to form your corporation.

The information herein is cited from the the Florida Division of Corporations’ web site, and while we make every effort to ensure its accuracy, MaxFilings cannot and does not guarantee that all of the information is accurate or complete and/or current and should therefore be independently verified.

Florida corporation name:

The corporation’s name must contain the word "corporation," "company," or "incorporated" or an abbreviation thereof as will clearly indicate that it is a corporation instead of a natural person, partnership, or other business entity. The corporation’s name must be distinguishable from the names of all other entities or filings, except fictitious name registrations pursuant to s. 865.09, organized, registered, or reserved under the laws of Florida, which names are on file with the Division of Corporations.  

Florida corporation board of directors:

Except as provided in s. 607.0732(1), each corporation must have a board of directors consisting of one or more individuals, with the number specified in or fixed in accordance with the bylaws or articles of incorporation. Directors must be natural persons and 18 years of age or older but they need not be residents of Florida or shareholders of the corporation unless the bylaws or articles of incorporation so require. Additional qualifications for directors may be prescribed in the bylaws or articles of incorporation.

Florida corporation officers:

The corporation must have the officers described in its bylaws or appointed by the board of directors in accordance with its bylaws. The same person may simultaneously hold more than one office. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of any officer authorized by the bylaws or the board of directors to prescribe the duties of other officers. The bylaws or the board of directors shall delegate to one of the officers the responsibility of preparing minutes of the shareholders’ and directors' meetings and for authenticating records of the corporation.

Florida corporation shareholders’ and directors’ meetings:

At a time stated in or fixed in accordance with the bylaws, the corporation shall hold an annual shareholders’ meeting for the election of directors and the transaction of any proper business. The corporation shall hold special shareholders’ meetings when called by its board of directors or the person(s) authorized to do so by its bylaws or articles of incorporation; or if the holders of not less than 10 percent (unless a greater percentage, up to 50 percent, is required by the articles of incorporation) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the special meeting describing the purpose(s) for which the meeting is to be held. Shareholders' meetings may be held in or out of Florida at a place stated in or fixed in accordance with the bylaws or, when not inconsistent with the bylaws, stated in the notice of the annual meeting.

Board of directors’ meetings may be called by the chair of the board or by the president unless otherwise provided in the articles of incorporation or the bylaws. Regular or special meetings of the board of directors may be held in or out of Florida.

Florida corporation reporting:

Each domestic corporation and each foreign corporation authorized to transact business in Florida is required to deliver to the Department of State for filing a sworn annual report on such forms as the Department of State prescribes. The first annual report must be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual reports must be delivered to the Department of State between January 1 and May 1 of the subsequent calendar years.

Florida taxes:

See the Florida Department of Revenue web site.

Florida Registered Agent:

Florida corporations are required to have a registered agent in Florida. By having MaxFilings provide you with a professional registered agent, you can be assured that all legal documents, tax documents, annual reports, and correspondence with the state and regulatory agencies will be handled promptly, professionally, and efficiently.

Start forming your corporation now:

If you’re ready to form a Florida corporation, you can start entering your information now. You’re under no obligation, and there is no charge until you actually place your order.

Incorporate in Florida