Learn the steps to create an S Corp in Florida and how we can help make it easier.
Ready to form your S corporation in Florida? Check the name availability to get started.
Having considered the various business entities available, you may have settled on a Florida S Corporation (S Corp) as the one that best fits your specific needs as a businessperson. While not a traditional choice, an S Corp is still an excellent business entity that can grow and adjust to your future.
To that end, we can help you easily create your S Corp. An S Corporation isn’t a formal business entity, rather, it’s an IRS-approved tax election that could provide you with multiple tax benefits. Namely, it establishes a special tax status that allows to avoid double taxation that takes place when a business entity pays corporate income tax on its business profits and then its business owners include profit distributions in their personal income tax base. Before you make the leap into S Corporation ownership, let’s go over how to set up an S Corp in Florida and why you might want to do it.
A Florida S Corp is a tax election under Subchapter S of the Internal Revenue Code. Therefore, it is not itself an entity but rather “piggybacks” on a standard corporation or limited liability company (LLC). Therefore, you need to create a foundational entity from which your S Corp can spring. Follow these steps to create your standard corporation or LLC foundational entity:
You have a lot of options when it comes to choosing your business name, provided that it conforms with a few state requirements. One of the requirements is to include an LLC or corporation designator in the name depending on the business structure you choose. You need to check name availability for your corporation or LLC and consider reserving a name with the Florida Division of Corporations.
Next, you need to identify a Registered Agent for your business and provide that information to the Florida Department of State Division of Corporations. Your Registered Agent receives legal and official correspondence for you. If you need help finding the right Registered Agent for your business needs, you can use our Registered Agent Service to help you find the right one quickly.
Choose a Board of Directors for a standard corporation or managers/members for a Florida LLC. These are the individuals that will run your S Corp.
File Articles of Incorporation for your standard corporation or Articles of Organization for your LLC with the Florida Division of Corporations. These are the basic business-forming documents for your business entity. When you file one of these documents, you normally need to pay an accompanying filing fee.
Finally, you’ll need to make an S corporation election by filing Form 2553 with the Internal Revenue Service (IRS). This form is what makes your foundational entity (corporation or LLC) into Florida S Corp.
Make sure you review and follow all of the instructions for Form 2553 to make sure you satisfy all of the IRS filing requirements, as you may need to change an LLC’s tax election to a regular corporation (known as a C Corp for our purposes) and then make an S Corp election.
Due to certain IRS limitations, not every business can become an S Corporation. If you want your business to be an S Corporation, it must normally do the following:
Depending on the kind of business you want to run, an S Corp might not be the best choice for you. It’s best to speak to a tax professional about your needs and options.
An S Corp fits into a narrow need given the option of an LLC. Therefore, we have laid out a few pros and cons of S Corps to help clarify your decision-making.
Considering the above pros and cons will help you decide if an S Corp is right for you. We can help clarify this decision with our different business structures guide.
When you create a business corporation in Florida, it’s a C Corporation by default until you elect S Corporation status. C Corporations and LLCs might miss out on certain tax benefits if they don’t elect S Corporation status. However, your business has to follow certain rules before it can become a Florida S Corp.
If an S Corporation is the right choice for you, you need to choose when to file Form 2553. You normally have only two times you can file Form 2553, and they are:
Sometimes you can file Form 2553 late, but that often requires additional paperwork and proof that your late filing was due to a reasonable cause.
Although an S Corporation may sound like a distinct business entity, it isn’t. An S Corporation is a tax designation you choose for a small business you’ve already formed. Selecting S Corporation status can give your business tax perks it might not normally have.
When you file an S Corp tax election with the IRS, it is treated as a partnership rather than a C Corp for federal tax purposes. That said, your S Corp still retains all the benefits of a traditional C Corp (e.g., limited liability) but also gets the benefits of a general partnership (e.g., pass-through taxation). But the differences between an S Corp and a C Corp don’t stop there. Following are other important differences between S Corps and C Corps:
Further, all S Corps start as C Corps. To change over to an S Corp, you need to file Form 2553 with the IRS. This form will elect partnership tax treatment rather than traditional corporate tax treatment for your S Corp.
To form an S Corporation, you have to operate within the limitations we listed above and file the proper paperwork. In addition to the basic state filings for all corporations and LLCs, the main part of your Florida S Corporation filing requirements is submitting Form 2553 to the IRS. To properly submit Form 2553, your business needs to have an Employer Identification Number (EIN). We can help you get your EIN in next to no time with our Employer ID Number Service.
Absolutely. You can elect S Corp tax treatment for your LLC so long as it qualifies under the IRS guidelines. The most common reason an LLC makes an S Corp election is for self-employment tax treatment. For further information on why an LLC would choose S Corp tax treatment, we encourage you to review our discussion on LLC tax treatment.
Our Florida S Corp formation services can help start your business in minutes. Further, our Worry-Free Compliance service and dashboard can help you stay organized and compliant as you run your business. Let us help you every step of the way with your Florida S Corp’s needs.
An S Corporation often starts as a limited liability company (LLC) or business corporation. We can help you check off this first to-do quickly with our Florida LLC Formation Service or our Florida Corporation Formation Service. We can also help you with other foundational services for your new business such as developing a business plan, reserving your business name, and obtaining a tax identification number.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
You dissolve an S Corp in the same way that you dissolve a C Corp, namely, by filing Articles of Dissolution with the Florida Secretary of State.
Generally, a corporate name should be professional and something you can live with for the life of the business. Also consider a name that has little to do with the company’s line of business to preserve some corporate privacy (e.g., FDGU Services, Inc. v. Florida Dog Groomers Unlimited, Inc.).
There is no need to identify your LLC as an S Corp in its name. Provided that you are following the Florida naming restrictions regarding the use of “LLC” or “limited liability company,” you do not need to go any further than that. Instead, you identify your LLC as an S Corporation by filing the proper documents and tax returns at the state and federal levels.
You will need to file Form 2553 with the IRS. You should review the filing instructions for Form 2553 to make sure your LLC is eligible.
Filing fees vary, so you should check the Florida Secretary of State’s fee page. However, in general, it will cost as much as a C Corp.