Step 3: Decide on share structure
The number of shares of stock that the corporation is authorized to have must be included in the Articles of Incorporation.
Step 4: File Articles of Incorporation with the State of Florida
The Articles of Incorporation is the document that is used to officially create a corporation. In Florida, Articles of Incorporation are filed with the Florida Department of State, Division of Corporations and contain the following information:
- Corporate name
- Principal place of business (must be a street address)
- The corporation’s purpose (optional except for Professional Corporations)
- Number of authorized shares
- Names, addresses, and titles of the initial directors and/or officers (This information may be required for licensing or other reasons. Otherwise, it is optional)
- Registered agent (name and address and the registered agent’s consent to the appointment)
- Name and address of the incorporator (person who prepares and signs the Articles of Incorporation and delivers it for filing)
Step 5: Hold an organizational meeting
The purpose of the initial organizational meeting is to complete the organization of the corporation after the Articles of Incorporation are filed. If initial directors are named in the Articles of Incorporation they hold the meeting. If not named, the incorporator holds the meeting. A sample of the actions required to complete the organization include:
- Appointing directors (if initial directors were not named in the Articles of Incorporation)
- Adopting corporate bylaws
- Electing officers
- Issuing stock
- Selecting a corporate bank
- Setting the organization’s fiscal year
- Setting up a corporate records book
Step 6: Preparing the corporate bylaws
Corporate bylaws set out the basic rules for how the business and affairs of the corporation will be conducted. This governing document is not filed with the state, but it is a requirement for corporations in Florida and are to be kept with the corporation’s business records.
Bylaws generally cover areas of internal management, including the roles of directors and officers and the holding of shareholders’ and directors’ meetings. However, bylaws may contain any provision not inconsistent with law or the Articles of Incorporation.
Step 7: Issue shares of stock
Stock refers to the overall ownership in a corporation, while shares represent units or a percentage of that ownership. This is why the owners of a corporation are referred to as shareholders.
A corporation may issue any amount of shares up to the authorized amount set forth in the Articles of Incorporation. To increase the authorized amount requires an amendment to the Articles.
Step 8: Get an EIN
A federal employer identification number, or EIN, is an IRS-issued identification number for businesses. This number is also commonly referred to as a FEIN or federal tax ID number. All corporations are required by federal tax law to obtain an EIN.
An EIN is used for tax filings, as well as for other important business activities, such as opening a business bank account, obtaining a loan, or paying invoices. Check out our article on Federal EIN for more information.
Step 9: Select a tax election (S corporations)
In order for a corporation to become an S corporation, it will need to meet eligibility requirements and file Form 2553 (Election by a Small Business Corporation) with the IRS.
Note that an S corporation is not a separate business structure, but an IRS tax classification. By default, a corporation is taxed by the IRS as a C corporation.
Read What is an S Corp for information on the difference between taxation under Subchapter S of the Internal Revenue Code and Subchapter C, eligibility requirements, and information on maintaining tax status under Subchapter S.
Step 10: Comply with other tax and regulatory requirements for Florida businesses
Your Florida corporation may be required to complete additional compliance steps in order to legally do business in the State of Florida. The following are a few possible requirements:
- Department of Revenue registration. State business taxes are handled by the Department of Revenue (DOR). Many Florida businesses are required to register with the DOR and complete a Florida Business Tax Application.
- State licenses. A number of professions and industries require registration with and obtaining licensing from a state agency. The Department of Business and Professional Regulation (DBPR) handles the issuing of many of these licenses.
- Your corporation will have to complete a number of steps if it has one or more employees, including having a federal EIN, reporting new hires to the Department of Revenue, and obtaining Workers’ Compensation insurance.
- Local business licenses and permits. Your Florida corporation may need to pay a local business tax through an occupation license, as well as fulfill other license and permit requirements. Registration may need to be done at both the city and county levels.
- DBA filing. A corporation doing business under a DBA (doing business as) or fictitious name (which is any name other than the name on its Articles of Incorporation) will need to file an Application for Registration of Fictitious Name with the Florida Department of State.
- Annual report. Florida corporations must file an annual report in order to maintain active status with the Florida Department of State.
