Start an LLC or S Corp in Florida

The short answer

You form the company with the Florida Division of Corporations, on Sunbiz. S corporation status is a tax choice you make afterward with the IRS. So the real question has two parts: which company do you form, and how do you want it taxed?

New to the state? Do the resident steps first. Moving to Florida has the license, the plates, voting, power, SunPass, and homestead.

Fees are from Florida Statutes section 605.0213, section 607.0122, and section 607.193. Check the amount on the Sunbiz filing screen before you pay. The Sunbiz fee pages did not open when this guide was written.

Choose a setup

These are the three common ways to do it.

When each one tends to fit

A practical read, not a statute and not tax advice. A plain LLC is the simple start when profit is uneven or there is no reason yet to run payroll. An LLC taxed as an S corp is worth pricing once profit is well above a fair salary for the work, because the tax gap is the only place the savings come from, and payroll adds costs and deadlines. A corporation fits when you want shares, a board, and officers, or when an investor or a lender asks for that structure.

You do not have to decide the election on day one. You can form the LLC now and elect later, if you meet the deadline for the tax year you want.

The 10 steps, in order

1. Pick a name Florida will accept

   An LLC name must contain “limited liability company,” “L.L.C.,” or “LLC.” A corporation name must contain “corporation,” “company,” or “incorporated,” or “Corp.,” “Co.,” or “Inc.”

   The name must be distinguishable from other names on Florida’s records. A different suffix, “and” versus “&,” punctuation, or a plural does not make it different. Search names on Sunbiz. A Sunbiz name is not a trademark. Search that separately if the brand matters.

   Section 605.0112 and section 607.0401. The Sunbiz name search did not open when this guide was written. Open it yourself before you rely on a name.

2. Name a registered agent

   Every Florida LLC must keep a registered office and a registered agent in this state. Section 605.0113 says the agent must be an individual who lives in Florida and whose business address is the same as the registered office, or another entity the statute allows. The agent files a written acceptance and states that the agent is familiar with the job and accepts it.

   If you live in Florida and your business address is that office, you meet the individual test and can be your own agent. A corporation’s articles also require a registered agent and a Florida street address.

   Section 605.0113. Corporation articles: section 607.0202.

3. File with Sunbiz

   File an LLC File a corporation

   • LLC articles need the name, the principal office’s street and mailing addresses, and the registered agent.
   • Corporation articles need the name, the principal office, the number of shares authorized, the registered office and agent, and each incorporator’s name and address.

   Read it twice before you submit. Sunbiz says a submitted filing cannot be changed, removed, canceled, or refunded.

   LLC articles take effect when accepted. You can ask for a date up to 90 days later, or up to 5 business days earlier. The first annual report is due the year after the articles take effect, so a late-year filer may want to look at a January date.

   Section 605.0201, section 605.0207, and section 607.0202.

4. Write the operating agreement or the bylaws

   An LLC operating agreement sets how the members deal with each other and the company, what managers may do, and how the agreement itself changes. Where it says nothing, Chapter 605’s default rules apply.

   A practical note, not a statute. Write one even if you are the only owner. Banks often ask for it before they open an account, and the rules are then your own.

   Section 605.0105.

5. Get a free EIN from the IRS

   The IRS says you never have to pay a fee for an employer identification number. Some websites charge for one. Apply on the IRS site and finish in one sitting. The session ends after 15 minutes of inactivity. If the IRS approves it, you get the number right away. Print the confirmation letter.

   A one-owner LLC needs an EIN if it has employees or files certain excise tax forms. It can also get one for other reasons, such as opening a bank account.

   Get an EIN from the IRS

6. Decide on the S corp election

   If you want it, file Form 2553 on time. The tests and the deadline are in S corp rules. If you do not want it, skip this step.

7. Open a business bank account

   Keep business money and personal money apart from day one. Florida says a member or manager is not personally liable for the LLC’s debts just because of that role, and that skipping formalities alone does not change this. A personal guarantee you sign is different. Read loan and lease papers closely.

   Section 605.0304.

8. Register for Florida taxes

   • Sales tax. Register if you sell taxable items at retail, provide taxable services, or rent short-term lodging. The state rate is 6%, and many counties add a surtax. Department of Revenue sales tax page.
   • Reemployment tax. You are liable with a quarterly payroll of $1,500 or more, or with an employee in 20 weeks of a year. Corporate officers count as employees. The new-employer rate is 2.7% on the first $7,000 of each employee’s wages. Register by the end of the month after the quarter you became an employer. Reemployment tax page.

9. Check local and professional licenses

   • Local business tax receipt. Cities and counties use this to grant the privilege of doing business there. Ask your city and your county tax collector, even if you work from home.
   • State license. The Department of Business and Professional Regulation has a “Do I Need a License?” page and a license search at myfloridalicense.com. Other professions have their own boards.
   • Licensed professionals. Chapter 621 covers CPAs, physicians, dentists, architects, veterinarians, attorneys, and others. Check it before you file ordinary articles. Section 621.03.

   Local business tax: section 205.022.

10. Sort out workers’ compensation

    Construction businesses need coverage with one or more employees. Other businesses need it with four or more. Owners who are corporate officers or LLC members count in that number. Officers and members may qualify for an exemption, which is issued to the person, not the business.

    Coverage requirements Exemptions

S corp rules that matter

Who qualifies

• A domestic corporation, or an entity that can be treated as one, such as an LLC.
• No more than 100 shareholders.
• Only individuals, certain trusts, and estates as shareholders. No partnerships, corporations, or nonresident aliens.
• One class of stock. Differences in voting rights alone do not count.
• Not an ineligible type, such as certain financial institutions and insurance companies.

The deadline

File Form 2553 no more than 2 months and 15 days after the start of the tax year you want it to cover, or any time during the year before.

• New company. The clock starts when the first tax year begins. The IRS example: a tax year that begins January 7 has a deadline of March 21.
• Existing calendar-year company. Count from January 1, which lands on March 15.
• Late. The election generally starts the next tax year. Relief for reasonable cause can be requested within 3 years and 75 days of the effective date.

Filing it

• An officer signs, and every shareholder signs a consent. An unsigned form is not treated as timely.
• An LLC filing Form 2553 does not also need Form 8832.
• For a Florida company, the IRS lists Department of the Treasury, Internal Revenue Service Center, Ogden, UT 84201, or fax 855-214-7520. Confirm that address in the current instructions before you send it.
• Expect an answer within about 60 days. If you hear nothing after 2 months, the IRS says to call 1-800-829-4933. Keep your proof of filing and the acceptance letter.

Form 2553 Instructions

You must pay yourself a reasonable salary

A shareholder who works in the business is an employee. The IRS says the company must determine and report an appropriate and reasonable salary. Courts have treated distributions as wages when an owner tried to skip payroll. Courts look at training and experience, duties and time, what comparable businesses pay, what non-owner employees are paid, and the company’s dividend history, bonuses, and compensation agreements.

IRS on wage compensation for S corporation officers.

Rough tax calculator

This compares only Social Security and Medicare tax on the owner’s work, for one owner in 2026, plus Florida reemployment tax at the new-employer rate. The sample starts at $100,000 of profit and a $60,000 salary.

The salary box is not a recommendation. Your salary has to be reasonable for your work, whatever this shows. Subtract payroll service, bookkeeping, and the extra tax return. This leaves out federal unemployment tax, income tax effects, the Additional Medicare Tax, and retirement or benefit plans. Talk to a CPA before you act on it.

Self-employment tax is 15.3% on 92.35% of net earnings. Employer and employee each pay 6.2% Social Security and 1.45% Medicare. The 2026 Social Security wage base used here is $184,500. That wage base and the $255 late-return figure below change. Check them each January. Sources: IRS Topic 554, IRS Topic 751, and IRS Publication 15 (2026).

What it costs

Plan also for what the state does not charge: a registered agent service if you do not act as your own, payroll and bookkeeping if you elect S corp status, and a CPA or a lawyer if you want one.

Deadlines to put on the calendar

Florida corporate income tax. An S corp is taxed by Florida only if it pays federal income tax. A one-owner LLC that is disregarded does not file separately. An LLC taxed as a partnership files Form F-1065 only if an owner is a corporation. A company taxed as a regular corporation files Form F-1120, at 5.5% after a $50,000 exemption.

Corporate income tax

Already have a company in another state?

Moving to Florida does not move your company. If it will transact business here, you have two common paths.

• Register it as a foreign company. Apply for a certificate of authority before doing business here. A foreign LLC needs a certificate of existence from its home state, dated no more than 90 days earlier, and a Florida registered agent. You then keep up with both states.
• Form a new Florida company. Ask a CPA or a lawyer how to wind down or merge the old one, and whether an S election carries over. That “ask” line is practical advice, not a filing rule.

Skipping this costs money. A foreign LLC doing business without a certificate owes the fees it would have paid, plus a civil penalty of $500 to $1,000 for each year or part of a year. It also cannot bring a lawsuit in Florida until it has a certificate. Its contracts stay valid.

If you trade under a name other than the legal one, register a fictitious name. Run the newspaper notice first, in the county of your principal place of business.

Section 605.0902, section 605.0904, and section 865.09.

Costly mistakes

• Paying for an EIN. It is free from the IRS.
• Missing May 1. That is a $400 late charge. A company that does not file can face dissolution and cannot bring or defend a lawsuit in Florida until it files.
• Electing S corp too early. With little profit there may be no gap to save tax on, and you still have payroll and an extra return.
• Taking no salary. Courts have recharacterized owner distributions as wages, with employment taxes due.
• Missing a shareholder’s signature on Form 2553. Every shareholder has to consent.
• Letting an ineligible owner in. A nonresident alien, a corporation, or a partnership as an owner fails the test.
• Assuming a one-owner LLC has the same creditor protection. Florida limits a creditor of a multi-member LLC owner to a charging order. In a one-member LLC, a court may order the interest sold if the charging order will not pay the judgment in a reasonable time. Section 605.0503.
• Treating the LLC as a tax shield. An LLC’s default tax treatment does not reduce income tax or self-employment tax. Set money aside for quarterly payments.
• Forgetting the county. Sales tax often includes a county surtax, and the local business tax receipt is separate from Sunbiz.

Questions

Sources

Official pages only, read November 3, 2026. The Sunbiz fee pages and the name search did not open that day. The dollar amounts below come from the Florida Statutes. Open the filing screen and confirm the amount before you pay.

• Florida Statutes. 605.0112 names, 605.0113 registered agent, 605.0201 articles, 605.0207 effective dates, 605.0105 operating agreement, 605.0212 annual report, 605.0213 LLC fees, 605.0304 liability, 605.0503 charging orders, 605.0904 foreign LLCs, 607.0122 corporation fees, 607.193 supplemental fee, 865.09 fictitious names.
• IRS. S corporations, Form 2553 instructions, Form 1120-S instructions, LLCs, single-member LLCs, self-employment tax.
• Florida agencies. Department of Revenue, Division of Workers’ Compensation, Department of Business and Professional Regulation, Division of Corporations e-filing.
• Federal. FinCEN beneficial ownership page, read November 3, 2026. SBA business structures.

General information, not legal or tax advice

This Is Florida is not a law firm, a CPA firm, or a filing service, and it does not file for you. Fees and rules change. Check the linked official page before you file or pay. For your own situation, talk to a Florida lawyer or CPA.