Florida C Corporation Formation
When you form a Corporation in Florida, your business is automatically classified
as a C Corporation (as opposed to an S Corporation, which would require a small
amount of additional paperwork). Simply file your Articles of Incorporation with
the Division of Corporations of the Florida Department of State in Tallahassee,
Florida; their official website, from which you can file formation documents, research
business entities, and pay annual reports, is sunbiz.org. Click and Inc makes it
easy to form your business by providing
sample Articles of Incorporation for you to review when drafting your own.
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Steps to Forming a Florida C Corporation
Florida requires that the following information is provided in your Articles of
Incorporation:
- Name: You must include a corporate suffix or an abbreviation, such as “Corporation”
or “Inc.” That name must be available for use in Florida—it cannot be registered
with the Secretary of State by another entity. It’s a good idea to perform a preliminary
business name search
before submitting documents for filing to avoid a rejection.
- Principal Address: You will list the principal location of your business. A PO Box
can be provided for your mailing address, but your principal address must be a physical
one.
- Purpose: You need to list the purpose for which your corporation is being formed.
This is not typically required to be more specific than “any lawful purpose,” except
in the case of professional corporations.
- Shares: This is the amount of shares your company is authorized to issue. You must
authorize at least one share.
- Directors/Officers: This article is optional. If you wish, you can provide the names
and addresses of your directors and/or officers.
- Registered Agent: This must be a person or already-registered entity that is located
in Florida and is available during office hours to accept service of process and
other correspondence.
- Effective Date: Unless otherwise specified in an added provision, your Articles
of Incorporation will be effective on the date of receipt by the Secretary of State’s
office.
- Signature: Whoever drafted this document should sign as Incorporator and date the
bottom of the document.
If any of the above information changes, you will need to file Articles of Amendment
to alert the state. It is important that the state have accurate information on
file for your business at all times.
Let ClickAndInc.com set up your
C Corporation in Florida for you.
Further Responsibilities of a Florida C Corporation
Any Florida corporation must file an Annual Report with the state each year between
January 1 and May 1. If you are late, you will be charged a late fee.
Additional Information about a Florida C Corporation
Your C Corporation:
- Can sell stock and raise capital
- May deduct the cost of benefits provided to employers (such as parking permits,
health insurance, and so on)
- Has a board of directors, which oversees the policies of the corporation
- Issues limited liability for owners
- Can be owned by non-US citizens or non-resident aliens
- Can own other business entities
- Can be owned by other business entities
- Is taxed separately from the owners’ income
Shareholders of a Florida C Corporation cannot be held liable in a judgment against
the corporation for an amount greater than the amount of stock they hold. (This
does not include any personal liabilities, such as fraud, failure to pay taxes,
and so on.)
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