How to Form a Subsidiary Corporation in Florida

Creation a subsidiary requires the formation of a new corporate entity.

A subsidiary corporation is simply a corporation that is controlled by another corporation, known as the parent corporation. The same process is used to create a subsidiary corporation as is used to create a parent corporation. There are different types of corporations. The most commonly held type, according to Dean Harrington of Florida Incorporation Services, is the general corporation. In the state of Florida, corporate business entities must be incorporated with the Florida Division of Corporations.

Instructions

1. Select a business name. In Florida, available names are granted on a first come, first serve basis, and cannot be reserved.

2. Complete a preliminary name search to make sure the desired business name is available. This can be done via Sunbiz, a website offered by the Florida Division of Corporations to provide information and forms to businesses as well as the opportunity for electronic filings.

3. Print, or otherwise reference, the correct instructions for corporate articles of incorporation, depending on whether the business will be a for-profit or non-profit entity.

4. Designate a registered agent. The registered agent is the person or business designated to receive service of legal documents on behalf of the corporation, including summons, notice of a lawsuit, and the annual business renewal documents. The registered agent is often a member of the corporation or the corporation’s attorney.

5. Prepare the articles of incorporation. The articles of incorporation will designate critical information like the corporate suffix, corporate principal business and mailing addresses, purpose of the corporation, number of authorized shares of stock, names, addresses and titles of corporate office holders, the registered agent contact information, the name and address of the person incorporating the business and the effective date of incorporation, if necessary.

6. Submit the articles of incorporation with the appropriate filing fee to the Department of State Division of Corporations in Tallahassee. Incorporation papers may be filed by mail, or using Sunbiz, by fax or online.

Tips & Warnings

• When searching your business name on Sunbiz, consider that singular, plural and possessive forms of a word are considered the same. Spaces and punctuation do not constitute a difference in name, nor do the words "A," "The" or "and."

• If a name is marked “Inactive,” it is available for use.

• Online submissions are processed within one to two business days; corporate filings sent by mail are processed within five to 10 business days following receipt.

• Sunbiz does not provide name reservations. If your name search is not thorough and another business is already suing your chosen business name, any name infringement allegations will be solely your responsibility. Sunbiz cannot be held liable.

• Filing for incorporation with the state of Florida is not the same as registered your business with the federal government. To obtain a federal tax identification number, you also must file form 2553 with the Internal Revenue Service.

References

• Florida Trend: Choosing a Legal Structure
• Sunbiz: Frequently Asked Questions for Corporations
• Florida Incorporation Services: Types of Florida Corporation Entities

Resources

• Florida Department of State Division of Corporations: Florida Corporation Forms
• Internal Revenue Service: Instructions for Form 2553, Election by a Small Business Corporation
• Internal Revenue Service: Publication 542, Corporations