Form an S-Corp in Florida
Everything you need to know about forming an S-Corp in Florida. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique business name that includes a required designator such as 'Inc.', 'Incorporated', 'Corp.', or 'Corporation'. Search the Florida Division of Corporations name database at sunbiz.org to confirm availability.
30 minutes
Appoint a Registered Agent
Designate a registered agent who has a physical street address in Florida and is available during normal business hours to receive legal and government documents on behalf of the corporation. The agent must consent to the appointment.
30 minutes
File Articles of Incorporation
Prepare and file Articles of Incorporation with the Florida Division of Corporations through the sunbiz.org portal or by mail, paying the $70 filing fee. The articles must include the corporate name, principal office address, registered agent information, number of authorized shares, and incorporator details.
1-2 hours
Obtain an EIN from the IRS
Apply for a Federal Employer Identification Number (EIN) through the IRS website at no cost. This number is required to open a business bank account, hire employees, and file federal and state taxes.
30 minutes
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •File IRS Form 2553 for S-Corp Election — Submit IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax status. The form must be filed no later than 2 months and 15 days after the beginning of the tax year the election is to take effect, and all shareholders must sign.
- •Adopt Corporate Bylaws and Hold Organizational Meeting — Draft and adopt corporate bylaws governing the internal operations of the corporation, then hold an initial organizational meeting of the board of directors to appoint officers, issue stock shares, and ratify key decisions. Florida does not legally require bylaws but they are strongly recommended.
- •Obtain Licenses, Permits, and Open Business Bank Account — Register with the Florida Department of Revenue for applicable state taxes, obtain any required local business licenses or professional permits, and open a dedicated business bank account to maintain corporate separation. Florida has no state income tax on S-Corporation pass-through income at the individual level.
Advantages
- ✓Pass-through taxation avoids federal double taxation, with profits and losses reported on shareholders' personal tax returns
- ✓Shareholders who are active employees can reduce self-employment taxes by splitting income between reasonable salary and distributions
- ✓Florida imposes no personal state income tax, maximizing the tax advantage of S-Corp pass-through income for shareholders
- ✓Provides strong personal liability protection, shielding shareholders' personal assets from corporate debts and legal judgments
Considerations
- •S-Corp election imposes strict IRS eligibility restrictions: limited to 100 shareholders, only one class of stock allowed, and shareholders must be U.S. citizens or permanent residents
- •Requires more administrative formality than an LLC, including maintaining bylaws, holding annual meetings, recording meeting minutes, and observing corporate formalities to preserve liability protection
- •Florida's $138.75 annual report fee and ongoing compliance requirements add administrative burden and cost compared to simpler business structures
Annual Obligations
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