Incorporate in Florida for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

Because limits on liability, structure, management, and compliance documents are practically identical, deciding between an S-Corp and a C-Corp in Florida comes down to the following considerations:

• Ownership Rules: A C-Corp can have unlimited shareholders and unlimited stock classes. An S-Corp is limited to a maximum number of shareholders, usually 100, and only one stock class.
• Taxes: A C-Corp is taxed separately. It files taxes at the corporate level, and shareholders pay taxes on dividends they receive. S-Corps are considered "pass-through" tax entities. No taxes are paid at the corporate level, but corporate owners are taxed individually on dividends they receive.
• Documents: An S-Corp must file IRS Form 2553 to elect S-Corp status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Florida requirements:

• Your name must include "Corporation," "Corp.," "Incorporated," "Inc.," "Company," or "Co."
• You can't use a deceptive name. Don't name your Florida corporation "Maggie's Hamburgers" if you're selling baby clothes.
• Your name must be original and unique. It can't be deceptively similar to an existing corporation's name. It must be distinguishable from those of all other recorded entities listed in the state. You can conduct a name search online at the website of the Department of State, Division of Corporations. Preliminary name searches and reservations are no longer available in person or by phone. Incorporating parties are responsible for any name infringement that might result from their selection of a name, so consult with a local corporate attorney for more information.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Florida, your corporation must have at least one officer, director, or incorporator. You don't have to disclose officers or directors in your Articles of Incorporation. However, you must include your incorporator.

Incorporators, officers, and directors do not have to live in Florida. They're entitled to receive mail and notice in any jurisdiction, including foreign countries. There is also no minimum age requirement for incorporators, officers, or directors.

In addition to personnel requirements, your Florida Articles of Incorporation should also address the following:

Every Florida corporation should appoint a registered agent. Florida requires that you include the name of your agent in your Articles of Incorporation. Your registered agent can be an individual or a business, but it can't be the corporation itself. A registered agent is responsible for receiving tax, legal, and government documents for your corporation during regular business hours. The registered agent must have a physical mailing address, not a post office box, located in the state. We can help you designate your registered agent when you incorporate with us.

A Florida profit corporation's Articles of Incorporation must include the number of shares of stock the corporation is authorized to issue. Articles of Incorporation must also disclose the purpose for which the corporation is being organized and formed. This information can be restricted to one or several sentences. Both the incorporator and your registered agent must sign and date the Articles.

You are required to file additional documentation along with your Articles of Incorporation in Florida. All Florida profit corporations must file an annual report to maintain their active status with the state. The initial annual report is due the first year after the corporation's formation. It must be filed electronically between Jan. 1 and May 1. Florida charges a filing fee for annual reports. After May 1, a late fee is assessed. There’s no way to waive the assessment of this late fee through the mandated electronic filing procedure. Corporations receive "Annual Report Reminder Notices" by email.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Florida, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $70.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 10-20 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – although it's not the most glamorous part of owning a business, you must pay taxes for your new Florida corporation. Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. An EIN is similar to a Social Security number, but it's for businesses. All corporations that have or will have employees need an EIN.

We have more information about the tax structures of Florida S-Corps and C-Corps.

Florida requires that corporations create certain business records, including stock certificates, corporate seals, Bylaws, and Corporate Minute books and Corporate Minutes. These requirements are necessary for the maintenance of corporate status. Compare Florida's requirements for Bylaws and Corporate Meeting Minutes with those of other states. These documents help protect your corporate status and can shield you from personal liability.

We wish you success with your new Florida corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford. 

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Florida or domestic corporations that also operate in Florida. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.