RIVEROS CORP NETWORK | Apostille de la Haya · Notary Public Center · Compliance Officers · USJurisdiction
RIVEROS CORP NETWORK | Apostille de la Haya · Notary Public Center · Compliance Officers · USJurisdiction
A share-based structure with directors and officers. It’s the usual route when you have investors, shares to issue or plans to scale. We prepare and file your Articles of Incorporation in Florida and stay with you afterward. No need to travel to the United States.
A corporation is a US business entity whose capital is divided into shares and whose governance is set by law: shareholders elect a board of directors, and the directors appoint the officers.
That regulated structure is exactly what sets it apart from an LLC. Where an LLC lets its members write the rules almost from scratch, a corporation comes with a framework already built by Chapter 607 of the Florida Statutes. That’s why it’s the structure investors recognize and expect.
This is the most common mix-up, and it’s worth clearing up before you decide anything.
In Florida you form only one thing: a corporation, under Chapter 607. There is no “S-Corp” form and no “C-Corp” form.
The “S” is a federal tax election the company makes afterward with the IRS, and it changes how its profits are taxed. The state entity is exactly the same; what changes is its tax treatment.
Which election suits your case depends on your personal tax situation and on who the shareholders are. That decision belongs to a licensed accountant or tax advisor, not to us.
Ownership is divided into shares. That’s what makes it easy to split ownership, bring partners in or out, and take on investors.
The shareholders elect the board of directors; the board appoints the officers who run operations.
Adopted by the incorporators or the directors (§607.0206), they’re the corporate counterpart of an LLC’s Operating Agreement.
They’ve made it a condition of investing, and you don’t know whether it’s a preference or there’s a structural reason behind it.
People talk about them as two different companies, when it’s really a tax election made later.
No one explains them until a bank or a partner asks for them, and then it’s a scramble.
And no one warned you that this may require a registered agent in Florida.
One forgotten deadline and suddenly the company shows as administratively dissolved.
For a bank, a bid or an apostille, and you don’t even know what it’s called.
Bylaws are the corporation’s internal rules: how meetings are called, how votes are taken, how many directors there are, what powers each officer has and how those rules are amended. §607.0206 provides that they are adopted by the incorporators or the directors.
Like an LLC’s Operating Agreement, they aren’t filed with the state. But they’re the document a bank asks for to see who can sign, and the one everyone turns to when two shareholders disagree.
Our role, and where it ends: we fill in a standard template with the information you provide (number of directors, officer positions, voting majorities) and explain each clause in English or Spanish before you adopt it. We don’t draft custom clauses or advise you on which governance structure suits you: that belongs to a licensed Florida attorney.
Changes that do go to the state — a change of name, shares or address — are filed as articles of amendment (§607.1001–.1006). We handle those too.
How many shares are authorized, how they are allocated and who will be directors and officers. The decision is yours; we document it.
We check that it meets the state’s requirements and doesn’t conflict with another corporation already registered in Florida.
It needs a physical address in Florida and a statement of acceptance filed with the Department (§607.0501(3)). It can be another entity domiciled in the state, so we can take on that role.
We prepare and file them. The corporation comes into existence at the moment of filing (§607.0203).
Adopting the bylaws and preparing the organizational minutes that appoint the directors and officers.
EIN from the IRS, bank account opening and, if applicable, the tax election you decide on with your advisor.
Every Florida corporation, and every authorized foreign corporation, must file an Annual Report with its name, address, FEIN and its directors and officers. The filing window runs from January 1 to May 1 of each year (§607.1622(1) and (4)).
If it is not filed by 5 p.m. on the third Friday of September, the Department administratively dissolves the corporation on the fourth Friday of September (§607.1420).
Every September, thousands of Florida corporations fall through this crack. It can be fixed: §607.1422 allows you to apply for reinstatement “at any time,” signed by the registered agent together with an officer or director.
Then the answer isn’t to form another one but to get it authorized to do business in Florida. And skipping that step has real consequences.
A foreign corporation cannot do business in Florida without one (§607.1501(1)). The application requires a certificate of existence from the home country, authenticated within the previous 90 days, plus its translation (§607.1503).
§607.1502 is explicit: the company cannot maintain lawsuits in Florida courts until it obtains one, and it must pay all back fees plus an additional civil penalty.
§607.0505(1)(a) requires foreign organizations that own real estate or mortgages in the state to keep a registered agent, even if they don’t operate here. Failing to comply carries a penalty for each year of non-compliance.
§607.1501(2)(c) expressly states that maintaining accounts with financial institutions does not, by itself, constitute transacting business in Florida.
Everything above comes from Chapter 607 of the Florida Statutes.
Anyone can be the incorporator of a corporation in Florida.
A corporation’s existence begins when its articles are filed with the state.
Bylaws are adopted by the incorporators or the directors.
The Annual Report is filed between January 1 and May 1.
Operating without a Certificate of Authority bars a company from suing in Florida courts.
The Department issues a Certificate of Status to anyone who requests it.
It is a business entity whose capital is divided into shares and whose governance is set by law: the shareholders elect a board of directors, which appoints the officers who run operations. In Florida it is governed by Chapter 607 of the Florida Statutes.
They are not two different entities. In Florida you simply form a corporation. The “S” is a federal tax election the company makes afterward with the IRS, and it changes how its profits are taxed; the state entity stays the same. Which election suits you depends on your tax situation and on who the shareholders are: that is a decision for a licensed accountant or tax advisor.
Yes. §607.0201 provides that “one or more persons” may act as incorporator, with no nationality or US residency requirement.
From the moment of filing. §607.0203 sets the start of corporate existence at the filing of the articles with the Department of State.
They are the corporation’s internal rules: meetings, voting, number of directors, officers’ powers and how the rules are amended. They are adopted by the incorporators or the directors (§607.0206) and are not filed with the state, but the bank and any partner or investor will ask for them.
They serve the same function (setting the internal rules), but each belongs to its own entity type: bylaws belong to the corporation (§607.0206) and the Operating Agreement to the LLC (§605.0105). Bylaws organize a framework the law already defines; the Operating Agreement builds that framework almost from scratch.
Between January 1 and May 1 of each year (§607.1622(4)). It must include the corporation’s name, address, FEIN and directors and officers.
Not necessarily. If it was not filed by 5 p.m. on the third Friday of September, the state administratively dissolves the corporation on the fourth Friday of September (§607.1420). §607.1422 allows you to apply for reinstatement at any time, by paying the applicable fees and penalties, with the signatures of the registered agent and an officer or director.
A Certificate of Authority. Without it, the company cannot operate in the state (§607.1501(1)) and, under §607.1502, it cannot maintain lawsuits in Florida courts until it obtains one, and it will owe back fees and a civil penalty. The application requires a certificate of existence from the home country, authenticated within the previous 90 days, plus its translation (§607.1503).
Yes. §607.0505(1)(a) requires foreign organizations that own real estate or mortgages in Florida to keep a registered agent in the state even if they carry on no activity here, and a penalty applies for each year of non-compliance.
The Certificate of Status. §607.0128 provides that the Department issues it to anyone who requests it and pays the applicable fee. It is what banks and bids usually ask for, and it is also the document that gets apostilled when you need to prove abroad that the company is in good standing.
We explain in detail how each one works and what obligations it brings, so you can make an informed decision. Choosing the right entity type for a specific case is the practice of law and belongs to a licensed Florida attorney; tax treatment belongs to an accountant.
Tell us how you want to split ownership and who will run the company. We explain your options and the obligations that come with them, in English or Spanish.
or call us at +1 (305) 647-3000 · Monday through Friday
175 SW 7th St, Suite 1905 · Miami, Florida 33130
A flexible structure, governed by its Operating Agreement.
Foundations, associations and religious ministries.
A guide to this entity type before you decide.
EIN, registered agent, bank account and Annual Report.
