What is an S Corporation?

An S Corporation is a special type of corporation that provides limited liability protection while allowing income and losses to pass through to shareholders' personal tax returns, avoiding double taxation.

Key Features:

  • Pass-through taxation: No corporate income tax
  • Limited liability: Personal assets protected
  • Professional credibility: Enhanced business image
  • Employment tax savings: Potential payroll tax reduction

Why Choose Florida for Your S Corp?

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No State Income Tax

Florida has no state income tax, meaning more money stays in your pocket.

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Business-Friendly Environment

Streamlined processes and supportive regulations for small businesses.

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Fast Processing

Quick turnaround times for formation documents and approvals.

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Quality of Life

Great weather, no state income tax, and thriving business communities.

Florida S Corp Requirements

1

Registered Agent

Must have a Florida registered agent with a Florida street address available during business hours.

2

Articles of Incorporation

File Articles of Incorporation with the Florida Department of State, including corporate name, registered agent, and share structure.

3

Corporate Bylaws

Create bylaws governing the internal operations of your corporation.

4

S Corp Election

File Form 2553 (Election by a Small Business Corporation) with the IRS to elect S Corporation tax status within 75 days of incorporation. This form must be signed by all shareholders. See the Instructions for Form 2553 for all required information and to determine where to file the form.

Step-by-Step Formation Process

1

Choose Your Business Name

Select a unique name that includes a corporate suffix. According to Florida law, the name must include one of the following: Corporation, Corp., Incorporated, Inc., Company, or Co. Check availability with Florida Division of Corporations.

2

Appoint a Registered Agent

Choose someone with a Florida address to receive legal documents. Can be yourself, an employee, or a professional service.

3

File Articles of Incorporation

Submit Articles of Incorporation to Florida Department of State. The total filing cost is $70: $35 filing fee + $35 for designation of registered agent. Optional services include certified copy ($8.75 plus $1 per page over 8) and certificate of status ($8.75).

4

Create Corporate Bylaws

Draft bylaws establishing rules for corporate governance, meetings, and operations.

5

Hold Initial Board Meeting

Conduct first meeting to adopt bylaws, elect officers, and issue stock certificates.

6

Obtain EIN

Apply for Federal Employer Identification Number (EIN) from the IRS.

7

File S Corp Election

Submit Form 2553 (Election by a Small Business Corporation) to IRS within 75 days of incorporation to elect S Corporation status. This form must be signed by all shareholders.

Formation Timeline

Days 1-2: Preparation

Choose name, select registered agent, prepare Articles of Incorporation

Days 3-7: Filing

File Articles of Incorporation with Florida Department of State

Days 8-10: Organization

Create bylaws, hold initial meeting, obtain EIN

Within 75 Days: S Corp Election

File Form 2553 with IRS (critical deadline!)

Required Documents

📋 Formation Documents

  • Articles of Incorporation
  • Corporate Bylaws
  • Initial Board Resolution
  • Stock Certificates

🏛️ Government Forms

  • IRS Form 2553 (S Corp Election)
  • IRS Form SS-4 (EIN Application)
  • Florida Annual Report (due by May 1st)

📄 Operating Documents

  • Shareholder Agreements
  • Employment Agreements
  • Banking Resolutions
  • Meeting Minutes Templates

Florida Annual Report Requirements

Important Deadlines & Fees:

  • Filing Period: January 1st - May 1st each year
  • Annual Report Fee: $150
  • Late Fee: $400 (added after May 1st - no waiver available)
  • First Report: Due in the year following formation

Critical Note: If your corporation is filed anytime prior to December 31st, the first annual report will be due on January 1st of the following year. All Florida Profit Corporations must file an Annual Report yearly to maintain "active" status.

Annual Report Reminder Notices are sent to the email address provided during filing. To file your annual report, visit www.sunbiz.org anytime after January 1st. There is no provision to waive the late fee, so be sure to file before May 1st.

After Formation Checklist