How to Start a C-Corp in Florida (Quick Answer)
To start a C-corp in Florida, file Articles of Incorporation with the Florida Division of Corporations (Sunbiz), name a Florida registered agent, and pay the $70 filing fee. Once Sunbiz approves it, your corporation legally exists.
After that, you adopt bylaws, appoint directors and officers, issue stock, and get an EIN from the IRS. Florida has no personal income tax and a low 5.5% corporate tax, so setup is cheap.
The cost owners most often miss is the yearly report, covered below.
| Filing document | Articles of Incorporation |
| Where to file | Florida Division of Corporations (Sunbiz) |
| Filing fee | $70 total ($35 for the Articles, $35 for the registered agent designation) |
| Registered agent | Required, with a physical Florida street address; the corporation cannot be its own agent |
| EIN | Required, free from the IRS (Form SS-4 by phone, fax, or mail if you have no SSN or ITIN) |
| Annual report | $150, due May 1 every year, filed on Sunbiz |
| Late report fee | $400, and it cannot be waived |
| If you keep missing it | The state administratively dissolves the corporation in late September |
| Corporate income tax | 5.5% on Florida net income |
| Foreign owner (25% or more) | File Form 5472 with Form 1120 every year, or face a $25,000 minimum penalty |
First-year cost: $70 to file, plus a registered-agent service if you use one, commonly $35 to $150 a year. Your first annual report is not due until May 1 of the year after you form, so year one is cheap.
Florida is one of the cheaper and simpler states to incorporate in. The annual report is the part to plan for.
It is only $150, but miss the May 1 deadline and the state adds a flat $400 late fee that cannot be waived, nearly three times the fee itself. Keep missing it and the state dissolves your corporation.
TL;DR
- Do not miss the annual report: it is $150, due May 1 every year, and filing late adds a flat $400 fee that cannot be waived.
- Step 1, name: pick a unique name with a corporate designator (Inc., Corporation, or Corp.) and check it on Sunbiz.
- Step 2, registered agent: name one with a physical Florida street address; the corporation cannot be its own agent.
- Step 3, Articles of Incorporation: file on Sunbiz for $70 total ($35 Articles plus $35 registered agent designation).
- Step 4, bylaws: adopt internal bylaws and keep them with your records.
- Step 5, directors and officers: appoint the board and officers and hold an organizational meeting.
- Step 6, issue stock: authorize and issue shares, keep a stock ledger, and file the 83(b) election within 30 days if your shares vest.
- Step 7, EIN: get a free EIN from the IRS, by Form SS-4 if you have no SSN or ITIN.
- Ongoing: the $150 annual report by May 1, and 5.5% corporate income tax on Florida profits.
- Foreign owner (25% or more): file Form 5472 with Form 1120 every year, or risk a $25,000 penalty.
Why Form a C-Corp in Florida?
Florida is a popular state to incorporate in, and for a few clear reasons.
- No personal income tax, which owners feel on the salary and dividends they take out.
- A low 5.5% corporate income tax, among the lower rates of the states that tax corporate income.
- Cheap and fast to file on Sunbiz, the state's online system.
One thing to weigh first. If you plan to raise venture capital, investors will most likely want a Delaware C-corp, not a Florida one. If you will run the business in Florida and not raise venture money, forming at home in Florida avoids registering and paying in two states.
Step 1: Choose and Reserve Your Corporate Name
- Include a corporate designator such as "Inc.", "Incorporated", "Corporation", or "Corp."
- Search Sunbiz first to confirm the name is available and different from existing entities.
- Reserve the name if you are not ready to file. Florida allows a nonrenewable 120-day reservation for $25, but only by mailing a signed application to the Division of Corporations; there is no online option.
Step 2: Appoint a Florida Registered Agent
Every Florida corporation must name a registered agent with a physical Florida street address, available during business hours to receive legal and state documents. Florida charges this as a $35 registered agent designation, part of your filing.
- The agent can be a person or a company, but not the corporation itself.
- The address is public record, so many owners use a commercial service rather than a home address.
- A commercial agent commonly costs $35 to $150 a year.
Step 3: File Your Articles of Incorporation
The Articles of Incorporation is the document that legally creates your corporation. You file it on Sunbiz with the Florida Division of Corporations.
- It lists the corporate name, registered agent, principal address, and the number of shares the corporation is authorized to issue.
- The fee is $70 total, which is $35 for the Articles and $35 for the registered agent designation.
- Online filings are usually processed in a few business days.
- Once Sunbiz accepts it, your corporation exists and its compliance calendar begins.
Step 4: Adopt Corporate Bylaws
Bylaws are the internal rulebook for how the corporation is run. They are not filed with the state, but a corporation is expected to have them, and banks and investors often ask to see them.
- They set out how directors and officers are elected, how meetings and votes work, and how shares are handled.
- They stay with your records, not with Sunbiz.
- Skipping them weakens the separation between you and the corporation that liability protection depends on.
Step 5: Appoint Directors and Hold the Organizational Meeting
A corporation is run by a board of directors, who appoint the officers that handle day-to-day work. Right after formation, the incorporator or initial directors hold an organizational meeting, or sign a written consent in place of one.
- Appoint the initial board and elect officers (usually at least a president, secretary, and treasurer; one person can hold several roles).
- Adopt the bylaws and authorize the issuance of stock.
- Keep signed minutes or the written consent with your records.
Step 6: Authorize and Issue Stock
Issuing stock is how founders get their ownership, and it is easy to rush. The board authorizes shares, then the corporation issues them to the founders and any early shareholders.
- Issue shares to each founder and record what they paid (cash, property, or services).
- Keep a stock ledger, a running record of who owns how many shares.
- Deliver stock certificates or record the issuance electronically, per your bylaws.
The 83(b) election, and its 30-day deadline: if your founder shares vest over time, you generally have 30 days from the grant date to file an 83(b) election with the IRS. It lets you be taxed on the small value at grant instead of the higher value as the stock vests. The 30-day window cannot be extended, and missing it can be expensive.
Step 7: Get an EIN, Even Without an SSN
An EIN is your corporation's federal tax ID, needed to file taxes, run payroll, and open a bank account. It is free from the IRS.
- With an SSN or ITIN, you can apply online and get the EIN in minutes.
- Without an SSN or ITIN, you apply on Form SS-4 by phone, fax, or mail.
- The EIN is always free; you never pay the IRS for one.
Open a US Business Bank Account
Once you have the EIN, open a dedicated business bank account before money moves through the corporation.
- Keeping corporate and personal funds separate protects the liability shield; mixing them is a common reason courts pierce it.
- Banks usually ask for the filed Articles of Incorporation, the EIN letter, and often the bylaws or a board resolution.
- A separate account also makes bookkeeping and the corporate tax return simpler.
If Your Florida C-Corp Is Foreign-Owned
A Florida C-corp that is 25% or more owned by a non-US person has an extra federal filing that trips up many international founders.
- The corporation files Form 5472 with its annual Form 1120 to report transactions with the foreign owner, such as money put in or paid out for services.
- It is required every year there are reportable transactions, even with little or no profit.
- The penalty is steep: a missed or late Form 5472 starts at $25,000 per form, per year.
Handle Florida's Ongoing Compliance
Florida is cheap to set up in, so the surprises come later. Two things matter most: the annual report and the 5.5% corporate tax.
The $150 Annual Report and the $400 Late Fee
- Every Florida corporation files an annual report on Sunbiz for $150, due May 1.
- File late and the state adds a flat $400 fee that cannot be waived, nearly three times the report fee.
- If you have not filed by the third Friday of September, the state administratively dissolves the corporation on the fourth Friday.
- The report is not a tax return. It confirms your officers, directors, registered agent, and addresses.
Florida Corporate Income Tax (5.5%)
- Florida has no personal income tax, but C-corps pay 5.5% on Florida net income.
- It is filed with the Florida Department of Revenue, separate from the federal Form 1120.
- Florida exempts a portion of income (commonly the first $50,000), so smaller corporations may owe little or nothing. Confirm the current exemption before you file.
Registered Agent and Federal Filings
- Keep a Florida registered agent on file every year.
- Federally, the corporation files Form 1120 and pays 21% corporate tax, due the 15th day of the 4th month after year-end (April 15 for a calendar-year corporation).
How Much Does It Cost to Start a C-Corp in Florida?
| What you pay | Amount | When |
|---|---|---|
| Articles of Incorporation (includes registered agent designation) | $70 | One time, at formation |
| Registered-agent service (optional) | ~$35 to $150 a year | Yearly, if you use one |
| Annual report | $150 | Yearly, by May 1 |
| Late report fee | $400 | Only if you miss May 1 |
| Florida corporate income tax | 5.5% of Florida net income | Yearly |
| Federal corporate tax | 21% of profits | Yearly, with Form 1120 |
How Long Does It Take to Start a C-Corp in Florida?
- Sunbiz online filings are usually processed in a few business days.
- The EIN follows: minutes online with an SSN or ITIN, or same day to several weeks by Form SS-4 without one.
- Bylaws, the organizational meeting, and issuing stock happen right after approval, and your first annual report is not due until May 1 of the next year.
Common Mistakes to Avoid
- Missing the May 1 annual report. The $400 late fee cannot be waived, and it dwarfs the $150 report.
- Letting the corporation get dissolved by not filing the report by late September.
- Thinking "no state income tax" means no filings. The annual report and the 5.5% corporate tax still apply.
- Missing the 30-day 83(b) deadline on vesting founder stock.
- Overlooking Form 5472 if the corporation is 25% or more foreign-owned.
- Naming the corporation as its own registered agent, which Florida does not allow.
How FinStackk Helps
FinStackk is an accounting and tax compliance platform for U.S. businesses, taking you from incorporation through ongoing accounting, tax, and compliance in one place.
We handle Florida C-corp formation, from the Articles of Incorporation through the EIN, through Fin-Start, including the Florida registered agent.
Once the corporation exists, Fin-Tax keeps the federal Form 1120 deadline, estimated taxes, and the 5.5% Florida corporate tax on a proactive calendar.
Complyy tracks the $150 annual report due May 1 and your registered-agent renewal, so you never trigger the $400 late fee. Book a free demo to see them in action.
FAQ
How much does it cost to start a C-corp in Florida?
It costs $70 to file the Articles of Incorporation on Sunbiz, which includes a $35 registered agent designation. Add a registered-agent service (about $35 to $150 a year) if you use one. Going forward, the main recurring cost is the $150 annual report due May 1, plus the 5.5% corporate income tax on any Florida profit.
What happens if I miss the Florida annual report deadline?
Filing after May 1 adds a flat $400 late fee that the state does not waive, on top of the $150 report. If you have not filed by the third Friday of September, the state dissolves your corporation on the fourth Friday. The May 1 date is the single most important one to keep for a Florida corporation.
Does a Florida C-corp pay state income tax?
Florida has no personal income tax, but a C-corp pays 5.5% corporate income tax on its Florida net income, filed with the Florida Department of Revenue. Florida exempts a portion of income (commonly the first $50,000), so smaller corporations may owe little or nothing. Confirm the current exemption before filing.
Is it better to form a C-corp or an LLC in Florida?
An LLC is simpler and taxed once, which suits many small Florida businesses. A C-corp makes sense if you plan to raise venture capital, keep earnings in the business to grow, or want multiple classes of stock. A C-corp is taxed twice, once at the corporate level and again on dividends, so weigh that against your plans.
Can I be my own registered agent in Florida?
An owner who lives in Florida can serve as the registered agent, but the corporation cannot be its own agent. The agent needs a physical Florida street address and must be available during business hours. Because the address is public, many owners use a commercial service instead of their home.
Should I form my C-corp in Florida or Delaware?
If you plan to raise venture capital, Delaware is what investors expect. If you will run the business in Florida and not raise venture money, Florida is usually cheaper and simpler, because forming in Delaware while operating in Florida means registering and paying in both states. Choose based on where you operate and whether you will raise money.
How long does it take to form a C-corp in Florida?
Sunbiz usually processes online filings in a few business days. The EIN comes next, in minutes online if you have an SSN or ITIN, or same day to several weeks by Form SS-4 without one. Bylaws, the organizational meeting, and issuing stock can happen as soon as the state approves the filing.
Can a non-US resident start a Florida C-corp?
Yes. Florida sets no citizenship or residency requirement to own a corporation. You will need a Florida registered agent and an EIN, which you apply for on Form SS-4 by phone, fax, or mail without an SSN. If a non-US person owns 25% or more, the corporation also files Form 5472 with its Form 1120 every year, with a $25,000 minimum penalty for missing it.