Setting up an S corp in Florida takes two separate filings: you first form a corporation or an LLC with the Florida Division of Corporations, then you file IRS Form 2553 to elect S corporation tax treatment. S corp is a federal tax classification, not a Florida entity type, so you cannot register one directly with the state. Done in order, the whole process can be wrapped up in a few weeks, and Florida generally does not tax S corporations at the state level.
Step 1: Choose a Corporation or an LLC
Florida has no standalone “S corporation” entity. You pick either a traditional corporation under Chapter 607 or an LLC under Chapter 605, then layer the S election on top.
A corporation comes with a built-in governance framework: directors, officers, shareholder meetings, and formal recordkeeping. If you want that structure, the choice is straightforward. An LLC is more flexible. Fewer mandatory formalities, and you can customize management and profit-sharing through an operating agreement. Many small Florida businesses form an LLC and then elect S corp tax treatment, which combines the flexibility and liability protection of an LLC with the payroll tax savings of an S corp.
Neither entity requires bylaws or an operating agreement as a condition of filing. Skipping them is still a mistake. Without internal governance documents, you default to Florida’s statutory rules on decisions, distributions, and departures, and those defaults rarely match what the owners actually intended.
Step 2: File Formation Documents with the Division of Corporations
All entity filings go through the Florida Department of State’s Sunbiz.org portal. Corporations file Articles of Incorporation; LLCs file Articles of Organization.
Pick a Name That Clears
Your name has to be distinguishable from every other entity on file. Run a preliminary name search on Sunbiz before filing, because the name is not reserved or confirmed until the state sends back a filing acknowledgment.1Florida Department of State Division of Corporations. Instructions for Articles of Organization (FL LLC)
A corporation’s name must include “Corporation,” “Incorporated,” or “Company” (or the abbreviations Corp., Inc., or Co.).2The Florida Legislature. Florida Statutes 607.0401 – Corporate Name An LLC’s name must include “Limited Liability Company,” “LLC,” or “L.L.C.” One quirk to know: Florida ignores suffixes when judging distinguishability, so “Sunshine Ventures, Inc.” and “Sunshine Ventures, LLC” conflict with each other.3Florida Department of State. Division FAQs – Division of Corporations
Designate a Registered Agent
Every Florida entity must name a registered agent with a physical Florida street address to accept legal documents and official state correspondence. A P.O. Box does not qualify. You, another principal, or a commercial service can serve; commercial services typically run $49 to $400 per year. The agent must sign the filing. On an online filing, typing the agent’s name in the signature block counts as a valid electronic signature.4Florida Department of State. Instructions for Articles of Incorporation (FL Profit)
What Goes in the Filing
Articles of Incorporation require the corporate name, principal office street address (and separate mailing address if different), the number of authorized shares, the registered agent’s name and address, and the name and address of each incorporator, plus initial directors and officers.5The Florida Legislature. Florida Statutes 607.0202 – Articles of Incorporation Content Articles of Organization for an LLC require similar baseline information: name, principal office address, registered agent details, and the names of managers or managing members. You enter everything directly in the Sunbiz e-filing fields. Missing or inconsistent information gets the filing bounced back for correction.
Filing Fees
- Corporation: $35 filing fee plus $35 registered agent designation, totaling $70. Certified copy $8.75; certificate of status $8.75.6Division of Corporations – Florida Department of State. Corporate Fees
- LLC: $100 filing fee plus $25 registered agent fee, totaling $125. Certified copy $30; certificate of status $5.7Division of Corporations – Florida Department of State. LLC Fees
Payment is processed electronically at submission. Processing usually takes a few business days, after which you receive an acknowledgment with your Florida document number. Save that acknowledgment. You need it to open a business bank account and to apply for your EIN.
Step 3: Get Your EIN from the IRS
Once the state entity exists, apply for an Employer Identification Number, your business’s federal tax ID. The IRS recommends forming the state entity first, because applying before the entity shows up in state records can cause processing delays.8Internal Revenue Service. Get an Employer Identification Number The online application is free and issues the EIN immediately. You will use this number on Form 2553 and every federal return going forward.
Step 4: Confirm You Qualify for S Corp Status
Before filing the election, make sure the business meets the IRS’s structural rules. Breaking any one of them disqualifies the election.
- Formed in the United States.
- No more than 100 shareholders. Family members can elect to be counted as a single shareholder.
- Only individuals, certain trusts, and estates may hold shares. Other corporations, partnerships, and LLCs cannot.
- Every shareholder must be a U.S. citizen or permanent resident. A single nonresident alien shareholder terminates the election.
- One class of stock. Voting and non-voting shares are allowed, but distribution and liquidation rights must be identical.
Certain financial institutions, insurance companies, and domestic international sales corporations are ineligible regardless of their ownership.9Internal Revenue Service. S Corporations These rules apply for the entire life of the S corp. If a shareholder later sells to a foreign national or to another corporation, the election automatically terminates.
Step 5: File IRS Form 2553
Form 2553 is what actually converts your Florida entity into an S corp for federal tax purposes. Every person who owns shares or membership interests on the day you make the election must sign consenting to it. One missing signature and the IRS rejects the form.10Office of the Law Revision Counsel. 26 U.S. Code 1362 – Election; Revocation; Termination
The Deadline Is Tighter Than It Looks
To make the election effective for the current tax year, you must file Form 2553 no later than two months and 15 days after the start of that tax year. For a calendar-year business, that is March 15. You can also file any time during the preceding tax year to take effect the following year.11Internal Revenue Service. Instructions for Form 2553
Miss the deadline and the election does not simply fail. It is treated as made for the following tax year, so your business is taxed under its default classification for the year you intended the election to cover: C corporation for a corporation, or partnership or disregarded entity for an LLC.
How to Submit
Form 2553 must be mailed or faxed to the designated IRS service center. There is no electronic filing option. The IRS generally responds within 60 days with a determination letter.12Internal Revenue Service. Instructions for Form 2553 If you have not heard back within two months, call 1-800-829-4933. Keep a copy of the signed form and your fax confirmation or mailing receipt.
If You Missed the Deadline
Late election relief is available under Revenue Procedure 2013-30. You must show that the business intended to be an S corp from the requested effective date, that the only problem was the late filing (not a substantive eligibility issue), and that the business and all shareholders have been reporting income consistently with S corp treatment. The request generally must be made within three years and 75 days of the intended effective date.13Internal Revenue Service. Rev. Proc. 2013-30 You file the late Form 2553 with a statement explaining reasonable cause for the delay and confirming shareholder reporting.
After You’re Set Up
Pay Yourself a Reasonable Salary
Any shareholder who works in the business must take a reasonable salary before pulling additional distributions. Distributions bypass payroll taxes; wages do not. The temptation to pay yourself almost nothing in wages and take the rest as distributions is exactly what the IRS watches for.14Internal Revenue Service. Wage Compensation for S Corporation Officers
There is no bright-line dollar figure. The IRS weighs what you actually do, your experience and credentials, pay for comparable roles at similar companies, the company’s revenue and profitability, and your salary relative to your distributions. A $20,000 salary for $90,000 worth of work is the kind of gap that triggers an audit. If the IRS finds the salary too low, it can reclassify distributions as wages retroactively, assess back employment taxes at roughly 15.3%, add failure-to-deposit and accuracy penalties up to 20%, and run interest from the original due date. Officers can be held personally liable for unpaid payroll taxes.
File the Florida Annual Report by May 1
Every Florida entity must file an annual report with the Division of Corporations by May 1. The LLC combined annual report and supplemental fee is $138.75.7Division of Corporations – Florida Department of State. LLC Fees Profit corporations that miss the deadline face a $400 late fee with no waivers, and continued non-filing leads to administrative dissolution in September.15Florida Department of State – Division of Corporations. Profit and NonProfit Annual Report Help Treat May 1 as non-negotiable.
File Form 1120-S Each Year
S corporations file an annual informational return on Form 1120-S by the 15th day of the third month after the end of the tax year. For a calendar-year S corp, the 2026 filing deadline is March 16, 2026, because March 15 falls on a Sunday.16Internal Revenue Service. Instructions for Form 1120-S (2025) The return itself usually produces no corporate tax bill. It generates a Schedule K-1 for each shareholder, who reports their share of income on their personal return. S corps with employees, including shareholder-employees drawing a salary, also file quarterly Form 941, annual Form 940, and issue W-2s by January 31.17Internal Revenue Service. Employment Tax Forms
Florida State Tax
Florida has no personal income tax, and S corporations are generally exempt from the state corporate income tax. The narrow exception: if your S corp owes federal tax on built-in gains (from a prior C corp conversion) or excess net passive investment income on Line 23c of Form 1120-S, you must file a Florida corporate return on Form F-1120.18Florida Dept. of Revenue. Florida Corporate Income Tax For most Florida S corps that were never C corporations, this never applies.
Local Business Tax Receipts
Depending on where you operate, you may also need a local business tax receipt from your county or municipality — Florida’s version of a local business license. Fees vary widely, and most receipts expire September 30 each year. Operating without one when required can trigger a 25% penalty on top of the tax owed.19The Florida Legislature. Florida Statutes Chapter 205 – Local Business Taxes Check with your county tax collector’s office to find out whether your activity requires one.