Think of setting up a Florida corporation like building a house — you need the foundation first (state-level), then the walls (local level), then utilities (tax & compliance). Here’s the full roadmap:
🏗️ PHASE 1: The Foundation — Form Your Corporation with the State of Florida
Where: Florida Division of Corporations (Sunbiz.org)
Steps:
- Choose your corporate name — Search Sunbiz to confirm it’s available. Must include “Inc.”, “Corp.”, or “Incorporated.”
- File Articles of Incorporation — Done online at Sunbiz. You’ll need:
- Corporate name & principal address
- Name/address of your Registered Agent (a person or company with a Florida address who receives legal documents)
- Names of initial directors/officers
- Pay the filing fee — $70 for a standard for-profit corporation
- Get your EIN — Apply free at IRS.gov. Think of this as your corporation’s Social Security Number — nothing else works without it.
⏱️ Sunbiz typically processes filings within 3–5 business days (or same-day for an extra fee).
🧱 PHASE 2: The Walls — Internal Corporate Setup
These steps aren’t filed anywhere, but they’re legally essential — like putting up drywall before you move in:
- Adopt Corporate Bylaws — Your internal rulebook (meetings, voting, officer roles)
- Hold an Organizational Meeting — Issue stock, elect officers (President, Secretary, Treasurer)
- Open a Business Bank Account — You’ll need your EIN + Articles of Incorporation
- Set up a Corporate Records Book — Florida law requires maintaining minutes and records
🏙️ PHASE 3: The Utilities — Orlando & Orange County Licenses
This is where most people get tripped up. Orlando has two layers of local licensing:
Layer 1: City of Orlando Business Tax Receipt (BTR)
- Required if your business operates or has a physical location within Orlando city limits
- Apply at: orlando.gov/business
- Fee: varies by business type (~$50–$300/year)
- Requires a zoning clearance — your location must be zoned for your type of business
Layer 2: Orange County Business Tax Receipt
- Required for businesses in unincorporated Orange County OR in addition to the City BTR
- Apply at: ocfl.net/btr
- Fee: varies by classification
🔑 Key analogy: The City BTR is like a neighborhood HOA sticker, and the County BTR is the county road decal. Many businesses need both.
🔌 PHASE 4: Industry-Specific Licenses (The Specialty Permits)
Florida is heavily regulated in certain industries. Think of these like special electrical panels — standard wiring isn’t enough:
| Industry | License Source |
|---|---|
| Contractors (General, Electrical, Plumbing) | Florida DBPR + Orange County Competency Card |
| Restaurant/Food | Florida DBPR Division of Hotels & Restaurants |
| Healthcare/Medical | Florida DOH |
| Real Estate | Florida DBPR |
| Childcare | Florida DCF |
| Alcohol Sales | Florida Division of Alcoholic Beverages & Tobacco |
Check all state licenses at: MyFloridaLicense.com
💡 PHASE 5: Ongoing Compliance (Don’t Let the House Fall Apart)
- Annual Report — Due every year by May 1st on Sunbiz ($138.75 for corporations). Missing this = administrative dissolution.
- Florida Sales Tax — If you sell goods/taxable services, register with the Florida Dept. of Revenue at floridarevenue.com
- Employer Taxes — Register for Florida Reemployment Tax if you have employees
- Federal S-Corp Election — Many small Florida corps elect S-Corp status by filing IRS Form 2553 within 75 days of formation for pass-through tax treatment
🗺️ Quick Summary Checklist
- ✅ Search & reserve name on Sunbiz
- ✅ File Articles of Incorporation ($70)
- ✅ Appoint a Registered Agent
- ✅ Get EIN from IRS (free)
- ✅ Draft Bylaws + hold org meeting
- ✅ Open business bank account
- ✅ Apply for City of Orlando BTR
- ✅ Apply for Orange County BTR
- ✅ Check industry-specific licenses at MyFloridaLicense.com
- ✅ Register for Florida Sales Tax (if applicable)
- ✅ File Annual Report each May 1st
Michael Shea represents the Tampa Florida Transworld office. In business since 2005, he has established a reputation as a trusted business broker across Florida’s key markets- from Tampa to Orlando, Melbourne, and more. Over the past two decades, Michael and his team have closed over $1 Billion in sold business volume and presided over more than 450 transactions. His credentials include the IBBA Certified Business Intermediary®, and most recently, the prestigious Certified Exit Planning Advisor® (CEPA) credential. He is also a Florida Licensed Real Estate Broker and Business Brokers of Florida Board Certified Intermediary