How to Register a Corporation in Florida?

Florida Corporation

A traditional or C corporation is one of the oldest forms of business. There are specific advantages that this type of a business entity has and hence if you start a Florida corporation then you can leverage such advantages. Some of the biggest corporations based in Florida include Jabil Inc., Publix Super Markets Inc., Southern Glazer’s, H.I.G. Capital, World Fuel Services Corporation, L3Harris, and NextEra Energy Inc., among others. In order to start your business in the state, you will need to register your Florida Corporation online or offline but it is important to understand the different types of corporations that can be formed in the state. They are:

• C corporations
• S corporations
• Nonprofit corporations
• Professional Service corporation
• Social Purpose corporations
• Benefit Corporations

What is a Florida Corporation?

A traditional corporation also known as a C Corporation is one of the oldest legal entities in the world. If you incorporate in Florida then it would be an entity with its own rights as well as responsibilities. A traditional Florida corporation can be categorized in accordance to its tax status. Some examples of these categorizations include, a C-Corporation or an S-Corporation. A traditional corporation has the following:

• Directors – Whether you register a Florida corporation online or offline, directors are an important part of the corporate structure. They are elected by shareholders and are responsible for the overall planning and management of the company. For example, they are responsible for approving different types of corporate activities and transactions.
• Officers – They are specific persons hired or employed by the board of directors. They are mainly responsible for handling all day to day operations of the entity.
• ass=”mt5″>Shareholders – The shareholders are the owners of a corporation. Their ownership in the said corporation will be according to the apportioned ownership interest in the entity.

What are the benefits of incorporating in Florida?

Florida is a great state for startups as it has a pro-business environment and robust infrastructure. If you are planning to form a Florida Corporation then you can leverage several advantages including Foreign Trade Zones (FTZ) and Opportunity Zones. Some of the significant benefits of incorporating in Florida are:

• Helps in generating capital – Every company or new business requires capital to initially begin operations and to sustain its operations in the long-term. Once you form a Florida Corporation; you may also require capital depending on the type of business activity. This is one of the important benefits of incorporating in Florida and some of the options for small business loans or capital include Enterprise Florida Microfinance Guarantee Program, Angel investors, Venture capital, and Bootstrapping among others.
• Tax Climate – When you start a Florida corporation, one of the things you need to consider is the tax climate. Currently, Florida is ranked among the top 5 best states where a good tax climate is concerned. The state does not have an individual income tax and its corporate income tax rate at 4.50% is lower than New Jersey’s (11.50%), Pennsylvania’s (9.99%), Iowa’s (9.80%), Nebraska’s (7.81%), and Kansas’ (7.00%) among others.
• Business incentives – One of the benefits of incorporating in Florida is that the state offers a variety of incentive programs for different types of businesses as well as industries. Some of the top incentive programs include:
  • Capital Investment Tax Credit
  • High Impact Performance Incentive
  • Brownfield Incentives
  • Quick Response Training (QRT) Machinery and Equipment Sales Tax Exemption
  • Research & Development Equipment Sales Tax Exemption
  • Clean Energy Incentives
  • Research and Development Tax Credit

Know more about starting a Florida Corporation

There is a process to incorporate in Florida and more often than not, you will be face-to-face with questions that are integral towards making an informed decision. The questions may vary from benefits of incorporating in Florida to disadvantages or even dissolving a corporation. Hence, we have created this section of “Frequently Asked Questions” for addressing some of the most common queries that a startup or entrepreneur may have.

Why is Florida a great place to start a Corporation?

Florida is considered to be an excellent place to start a business especially if you are planning to start a Florida corporation. The state has a strong economy with a GDP of $1.1 trillion as of 2020. There are many benefits of incorporating in Florida like the pro-business state tax policy along with several high growth industries like agriculture, tourism, aerospace and aviation, life sciences, international trade, and financial services. There are several other reasons why entrepreneurs prefer Florida and they are:

• Overall low tax burden
• Access to investment capitalists and angel investors
• Consistent growth and revenue in the tourism sector
• Foreign trade zones and opportunity zones
• Variety of business incentive programs for small businesses
• Low startup costs
• Availability of small business grants

How much does it cost to incorporate in Florida?

If you are planning to register a corporation in Florida then there is a one-time cost of $70 for both domestic and foreign corporations and this includes a filing fee of $35 and registered agent designation of $35.

What are the annual costs associated with a Florida Corporation?

If you form a Florida Corporation then there are certain annual costs associated with new business formation pursuant to the 2019 Florida Statutes, Title XXXVI – Business Organizations, Chapter 607 – Florida Business Corporation Act. One of the important annual costs is that of an annual report and the fee is $150. Apart from the annual report, there will be other costs if you register a Florida corporation online like name reservation fee of $35. You will also need to obtain a business license or permit and the fee depends on the type of business activity.

Are there any disadvantages in forming a Corporation in Florida?

There are several aspects you need to consider in order to start a Florida corporation and these include advantages as well as disadvantages. Although the benefits of incorporating in Florida far outweigh the disadvantages, it is important to identify the same. The main disadvantages are:

• Double Taxation – Unlike an S corporation or a limited liability company, a C corporation is subject to double taxation. This simply means that a corporation is taxed on the profits and the shareholders on any distributions received from the business.
• Regulatory Complexity – If you register a Florida corporation online then you will be required to adhere to its strict regulatory requirements and that can reduce flexibility in many areas including to the company structure or minutes of the meeting.

Who can be a registered agent for your Florida Corporation?

The 2019 Florida Statutes, FL Stat § 607.0505 (2019) states that each domestic and foreign corporation transacting business in this state has to continuously maintain a registered agent. If you are planning to incorporate in Florida then you can hire IncParadise as we are well versed with the Florida statutes and requirements of incorporation. We can help you to file Articles of Incorporation in Florida and be compliant with annual business requirements and regulations. We are one of the top registered agents in the state and have assisted with the formation of more than 10,000 businesses.

Do all Corporations need a business license in Florida?

Yes. If you form a Florida Corporation then you will not be able to make your business operational until you apply for and obtain the relevant business licenses and permits. The type of business license required will depend primarily on the business activity and also on the location of the business as Florida issues both industry specific licenses and county licenses or permits. You can subscribe to our Business License Research Report service as it provides detailed information on several aspects of licensing in the state.

How to qualify a Foreign Corporation in Florida?

You can start a Florida corporation as a foreign entity but the process of incorporation would be different from that of a domestic entity. As a foreign corporation, you will not be able to transact in the state until you obtain a certificate of authority from the Department of State pursuant to FL Stat § 617.1501 (2019). This process is also known as Profit Qualification or Foreign Qualification. You will be required to submit an original certificate of existence and a cover letter along with the Application by Foreign Corporation for Authorization to Transact Business in Florid pursuant to FL Stat § 607.1503 (2019).

How do I dissolve my Florida Corporation?

Once you register a corporation in Florida, it becomes operational but if you want to close your business then there is a process that you will be required to follow. This process is called “dissolution” and you will be required to submit Articles of Dissolution pursuant to FL Stat § 607.1403 (2019). You can file these articles online (e-filing) or submit the Profit Articles of Dissolution application with the Amendment Section to the Division of Corporations along with a cover letter and filing fee of $35. It is important to note that the articles of dissolution for a corporation are different for corporations that have issued shares and those that have not issued any shares.

Ready to Start a Florida Corporation?

Florida is considered by entrepreneurs as one of the top states to register a new business. You can choose a wide variety of business structures although the benefits of incorporating in Florida makes the corporate structure extremely popular. There is a process to form a Florida corporation and it requires submission of documents and inclusion of information pertaining to the business.