How to Start an S-Corp in Florida


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Start an S-corporation in Florida

Florida, popularly known as The Sunshine State, offers a bunch of benefits for business owners, especially the state capital Tallahassee has a lot to offer to the rising entrepreneurs in the state. If you want to start a business in Florida, you must choose an appropriate corporate structure. You can have a corporation or a sole proprietorship or set up an LLC in Florida. There are a few guidelines that you should be aware of when it comes to starting an S-Corporation. In Florida, S-Corporation is businesses’ most common corporate structure, especially start-ups. It was developed in order to give companies limited liability protection while preserving the advantages of being a distinct legal organization.

In this article, you will learn about how to start an s-corporation in Florida. You will also learn whether an s-corporate business structure suits your business. Please read all the points carefully before starting your business in Florida.

What is an S-Corp in Florida?

An S corporation (S-corp) is not a type of corporate entity, unlike a limited liability company (LLC) or other business structures. It’s a tax classification that might result in significant financial savings for both corporations and LLCs but in different ways. S-corp is similar to LLC, except that the IRS treats it as a corporation for tax purposes.

If you want an S corp status for your business, you can always form an LLC to protect your personal assets from business debts. It takes some basic steps to have a successful s-corporation in Florida. S-Corps do pay corporate income taxes, but they are still treated as disregarded companies for federal tax purposes.

S-corps pay corporate taxes that LLCs do not have to pay. If you want to have an S-corp status, then we would recommend you have an LLC instead. This will protect your personal assets from your business liabilities and you don’t have to pay any corporate taxes.

LLCBuddy Editorial Team

Limitation and Requirements of S-Corp in Florida

As you have decided to have an S-Corp structure for your business, you must know the limitations and requirements to qualify for S-Corp status. We have listed some important points to consider following for your reference-

  • Be a domestic corporation.
  • Not be an ineligible corporation, such as specific financial institutions, insurance providers, or domestic corporations engaged in overseas sales.
  • Have just one type of stock.
  • Have a maximum of 100 shareholders or members.
  • Have only permitted individuals, certain trusts, and estates as stockholders or members.

If you are qualified for the limitations and requirements, you can apply for an S-Corp in Florida.

How to Start an S-Corporation in Florida?

To create S-Corp in Florida, you must follow the below guidelines that include forming a business name, hiring a Registered Agent, filing your Articles of Organization, creating an operating agreement in Florida, requesting an EIN, filing a form 2553.

Step 1: Register a Business Name in Florida

After you have decided on the idea to start an S-Corp in Florida, deciding the name for your corporation is significant. Legal procedures should be taken into account when choosing your partnership name. Choose a business name that will enable you to develop a strong brand identity.

If you want to set up an LLC, there is a complete guide on Florida LLC name guidelines for a proper LLC name. Here are some guidelines you must follow while naming your S-corp.

  • Avoid profanities
  • The name should be available, and no other entity should have the same name in Florida.
  • Limit of restricted words that need a license in Florida, for example, doctors, attorneys, etc.
  • Do not use a business name that sounds like a government agency or entity (like “police,” “county,” and “state”)

Step 2: Hiring the Florida Registered Agent

The next step in starting an S-corp in Florida is hiring a Florida Registered Agent, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents (such as subpoenas), all notices of lawsuits, and other official government correspondence in Florida. Forming an LLC and an S-corp will be easier if you have Registered Agent in Florida.

Step 3: File Your Florida Articles of Organization

The Articles of Organization is an important document to start your limited liability company (LLC). Florida Articles of Organization is a simple document that contains the business name and address as well as the name and address of the person who received lawsuits on behalf of the organization. In order for the “Articles of Organization” to be filed, you need to pay a filing fee to the state. In Florida, the filing fee is $125.

In California, along with the Articles of Organization, you must send the Statement of Information to file your company. The statement of information is a mandatory document in California, but other states do not have this document.

Step 4: Creating an Operating Agreement in Florida

After you have filed your Articles of Organization in Florida, the next step is to create an LLC operating agreement in Florida. The Florida LLC operating agreement is essential and necessary since it will cover your corporation’s important documentation and rules. The operating agreements usually include the following-

  • Article I: Organization
  • Article II: Management and Voting
  • Article III: Capital Contributions
  • Article IV: Distributions
  • Article V: Membership Changes
  • Article VI: Dissolution

After creating the LLC operating agreement, you can benefit in several ways since it will discuss how decisions for the business will be made, including management and member voting structure. For more details about how an operating agreement works, please check Operating Agreement.

Step 5: Request for EIN in Florida

After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your general partnership. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Florida can be through the following:

  • Apply Online- You can apply for EIN online, the most desirable and fastest method for users.
  • Apply by Fax- Another method of obtaining EIN is to fax Form SS-4 (PDF) after entering all the correct information to (855) 641-6935.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

If you would like to be assisted in getting an EIN in the Internal Revenue Service, we can get your EIN for you. Our EIN service is quick and hassle-free. For more details about EIN for your business, check why you need EIN.

Step 6: File Form 2553 for Your S-Corp Business in Florida

Once you have obtained your EIN and Articles of Organization to form an S-Corp, you must file Form 2553, Election by a Small Business Corporation, to apply for S-corp status. Filing a form 2553 should be done 75 days after the formation of your S-Corp, or not more than 75 days after the beginning of the tax year in which the election is to take effect.

If your LLS-Corp has passed the deadline of 75 days, you must also file Form 8832, Entity Classification Election, in order to opt to be taxed as a corporation. Then you would send Form 2553 and Form 8832 jointly by certified mail from the USPS. In Florida, you can send your form 2553 to the Department of the Treasury Internal Revenue Service Center – Ogden, UT 84201 Fax: 855-214-7520 .

Advantages of Starting an S-Corporation in Florida

Filing an S-Corp in Florida has numerous benefits and advantages.

  • Writing Off Losses: With S-corp, owners can deduct business losses from their individual income statements. If the company loses money in the first few years, it may balance its other sources of revenue. Even so, understand the shareholder loss limitations set by the IRS.
  • Pass-Through Taxation: Starting an S-Corp is the widely known advantage in forming this kind of business structure since an s-corp uses a pass-through taxation structure. The company does not pay twice the tax in this kind of taxation. Because of this structure, most start-ups and entrepreneurs in Florida apply for an S-Corp LLC.
  • Qualified Business Income Deduction: A qualified business income, or QBI, is the total of all qualified items of income, gain, deduction, and loss from any qualified trade or business, including S-Corp. With this, S corp owners may deduct up to 20% of their eligible earnings under the Tax Cuts and Jobs Act.

FAQs

What are the steps to start an S-Corp in Florida?
To start an S-Corp in Florida, you must first choose a name for your business and register with the Florida Department of State. Next, you must file Articles of Incorporation with the Division of Corporations, obtain an Employer Identification Number (EIN) from the IRS, and appoint a registered agent with the Division of Corporations. You must also file a document called a Statement of Information with the Division of Corporations, draft and adopt bylaws, hold an organizational meeting, and issue stock certificates.
What is the filing fee to register an S-Corp in Florida?
The filing fee to register an S-Corp in Florida is $70.
What are the requirements to form an S-Corp in Florida?
To form an S-Corp in Florida, you must have a valid name for your business, register with the Florida Department of State, file Articles of Incorporation with the Division of Corporations, obtain an Employer Identification Number (EIN) from the IRS, appoint a registered agent with the Division of Corporations, file a Statement of Information with the Division of Corporations, draft and adopt bylaws, hold an organizational meeting, and issue stock certificates.
What is the difference between an LLC and an S-Corp in Florida?
The main difference between an LLC and an S-Corp in Florida is that an LLC is a pass-through entity, meaning that profits and losses are passed through to the owners and taxed on the individual’s personal tax return. An S-Corp, on the other hand, is a separate legal entity, meaning that it is taxed as its own entity and the owners are only subject to taxation on the profits they receive from the corporation.
How long does it take to set up an S-Corp in Florida?
It typically takes around 7-10 business days to set up an S-Corp in Florida.
What is the cost of setting up an S-Corp in Florida?
The cost of setting up an S-Corp in Florida is approximately $200-$500, depending on the complexity of the business and the services you choose to use.
What taxes do I need to pay for an S-Corp in Florida?
For an S-Corp in Florida, you will need to pay federal and state income taxes, as well as a franchise tax. Additionally, you may need to pay other taxes, such as sales tax, employment taxes, and property taxes.
Do I need to register with the Florida Department of Revenue for an S-Corp?
Yes, you will need to register with the Florida Department of Revenue to obtain a Florida sales tax number and to pay state taxes.
Do I need to register with the IRS for an S-Corp?
Yes, you will need to obtain an Employer Identification Number (EIN) from the IRS in order to open a business bank account and to file business tax returns.
Do I need to appoint a registered agent for an S-Corp in Florida?
Yes, you will need to appoint a registered agent for your S-Corp in Florida in order to receive official documents from the Department of State.
What is the difference between a corporation and an S-Corp in Florida?
A corporation is a separate legal entity, meaning that it is taxed as its own entity and the owners are only subject to taxation on the profits they receive from the corporation. An S-Corp is a type of corporation that has certain tax advantages, such as the ability to pass through profits and losses to the shareholders.
Do I need to file an annual report for an S-Corp in Florida?
Yes, you will need to file an annual report with the Florida Department of State in order to keep your business in good standing.
How do I dissolve an S-Corp in Florida?
To dissolve an S-Corp in Florida, you must file Articles of Dissolution with the Division of Corporations, notify creditors and other interested parties, pay off any outstanding debts, and distribute remaining assets to shareholders.
What is an S-Corp?
An S-Corp is a type of business structure that provides limited liability protection for the owners and is taxed like a partnership.
What are the benefits of forming an S-Corp in Florida?
Forming an S-Corp in Florida can provide liability protection, potential tax savings, and a stronger business structure.
How do I form an S-Corp in Florida?
To form an S-Corp in Florida, you must file an Articles of Incorporation with the Florida Division of Corporations and pay the filing fees.
What information is needed to form an S-Corp in Florida?
To form an S-Corp in Florida, you need the name of the business, the address of the business, the names and addresses of the owners, and the names and addresses of the registered agents.
What is a registered agent in Florida?
A registered agent in Florida is a person or business designated to receive important legal documents on behalf of the business.
How much does it cost to form an S-Corp in Florida?
The cost of forming an S-Corp in Florida depends on the type of business and the filing fees, but typically ranges from $70-$500.
What other documents do I need to form an S-Corp in Florida?
In addition to the Articles of Incorporation, you may need to file an Operating Agreement, Bylaws, and an Employer Identification Number (EIN).
What is the process for forming an S-Corp in Florida?
The process for forming an S-Corp in Florida involves filing the Articles of Incorporation, appointing a registered agent, filing other documents as required, and obtaining an Employer Identification Number (EIN).
How long does it take to form an S-Corp in Florida?
It typically takes 5-10 business days to form an S-Corp in Florida.
What are the tax implications of forming an S-Corp in Florida?
An S-Corp in Florida is treated as a pass-through entity, meaning the profits and losses are passed through to the owners and reported on their personal income tax returns.
What are the legal requirements for an S-Corp in Florida?
An S-Corp in Florida must comply with all applicable federal, state, and local laws, including corporate filing and reporting requirements.
Do I need a business license to form an S-Corp in Florida?
Yes, you may need to obtain a business license in Florida depending on the type of business you are forming.
Are there any restrictions on who can form an S-Corp in Florida?
Yes, there are certain restrictions on who can form an S-Corp in Florida. For example, an S-Corp must have fewer than 100 shareholders and only one class of stock.
Is it possible to form an S-Corp in Florida online?
Yes, it is possible to file the Articles of Incorporation online with the Florida Division of Corporations.
What is the annual report requirement for an S-Corp in Florida?
An S-Corp in Florida must file an annual report with the Florida Division of Corporations every year.
How do I pay taxes for an S-Corp in Florida?
Taxes for an S-Corp in Florida are paid on the owners’ personal income tax returns.
What is the deadline for filing taxes for an S-Corp in Florida?
The deadline for filing taxes for an S-Corp in Florida is April 15th.
What is the deadline for filing the annual report for an S-Corp in Florida?
The deadline for filing the annual report for an S-Corp in Florida is May 1st.
Is an S-Corp in Florida subject to employee taxes?
Yes, an S-Corp in Florida is subject to federal, state, and local payroll taxes, and the owners must withhold applicable taxes from employee wages.

Also Read

Why Florida S Corporation is So Important

So why is the Florida S Corporation so important? There are several reasons why this legal structure can be beneficial for business owners. One of the primary advantages of an S Corporation is the pass-through tax benefits it offers. This means that the company itself does not pay taxes on its earnings; instead, profits are passed through to the shareholders, who report them on their personal tax returns. This can result in substantial tax savings for business owners, as they may be able to avoid double taxation that can occur with other legal structures.

Additionally, the S Corporation provides liability protection for its shareholders. In the event of a lawsuit or financial trouble, shareholders are typically not personally liable for the company’s debts or legal obligations. This can give business owners peace of mind knowing that their personal assets are protected.

Another benefit of the Florida S Corporation is its flexibility in terms of ownership. Unlike C Corporations, which have strict limitations on ownership, an S Corporation can have up to 100 shareholders. This can be particularly advantageous for small businesses or family-owned enterprises looking to expand and bring in new investors.

Furthermore, the S Corporation is generally considered more attractive to potential investors and lenders due to its pass-through tax status and liability protection. This can make it easier for businesses to raise capital or secure financing, helping them grow and thrive in a competitive marketplace.

From a governance standpoint, the S Corporation offers simplicity and ease of administration. There are fewer formalities and reporting requirements compared to other legal structures, making it an attractive option for small businesses or startups looking to streamline operations and focus on growth.

Overall, the Florida S Corporation offers a compelling combination of tax benefits, liability protection, flexibility, and simplicity that can make it an appealing choice for business owners. By choosing this legal structure, entrepreneurs can position their companies for success and financial security while navigating the complexities of the business world.

In conclusion, the Florida S Corporation is a vital and valuable legal structure for businesses looking to maximize their potential and protect their interests. Its numerous benefits make it a practical option for entrepreneurs seeking a smart and strategic approach to their business operations. By understanding the advantages of the S Corporation and how it can support their growth and success, business owners can make informed decisions that set them up for a prosperous future.

Conclusion

In conclusion, starting an S-corp in Florida is a strategic choice for entrepreneurs seeking the benefits of limited liability and favorable tax treatment. One can successfully establish an S-corp by following the outlined steps, including selecting a unique name, filing the Articles of Incorporation, obtaining necessary licenses, and adhering to state-specific regulations. Ultimately, this corporate structure offers a strong foundation for business growth and protection, making it a worthwhile consideration for those looking to launch a venture in Florida.

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