Florida S Corporation Formation

To become a Florida S Corporation, you must first register your business with the Division of Corporations of the Florida Department of State pursuant to Chapter 607 and Chapter 621 of the Florida Statutes. Then, after filing, you will obtain the “S” classification from the IRS.

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Steps to Forming a Florida S Corporation

Florida requires certain information to be present on the formation documents. This information is as follows:

  • Name: Your name must be distinguishable from other corporations on file, and it must include a corporate ending (Inc., Corporation, etc.). A corporate name search will determine whether a name is available for use.
  • Principal Place of Business: This must be a physical address; it cannot be a PO Box alone.
  • Purpose: Your business purpose must be specified. This is usually allowed to be a general purpose.
  • Shares: Your corporation must issue at least one share.
  • Directors/Officers: This provision is not required by the state, but may be required by other government offices. If you would like, you may include your Directors’ and Officers’ names and addresses.
  • Registered Agent: Your registered agent must be either a person that resides in Florida or a domestic or foreign entity. Your registered agent must have a physical address.
  • Signature: The incorporator must sign and date the Articles of Incorporation.

ClickAndInc can prepare and file your Florida Articles of Incorporation for you quickly, accurately, and affordably—or, you can review Sample Articles of Incorporation for free.

Further Responsibilities of a Florida S Corporation

After your Articles of Incorporation have been filed, you have 75 days to file an S Corp Election Form (form 2553) with the IRS. This form will give you S Corporation status and allow you to be taxed accordingly.

You must submit an Annual Report each year between January 1 and May 1. Failure to do so may result in penalties or late fees.

More Information about a Florida S Corporation

Your Florida S Corporation:

  • Can have up to 100 owners/shareholders, but no more
  • May deduct the cost of benefits provided to employers (such as parking permits, health insurance, and so on)
  • Has a board of directors, which oversees the policies of the corporation
  • Cannot have more than one class of shares
  • Issues limited liability for owners
  • Must be owned by US citizens or resident aliens
  • Is taxed as owners’ income, not as a separate entity
  • Allows business losses to be deducted on the owners’ individual tax returns
  • Must pay payroll tax

For S corporations, only the salary paid to the owner-employee is subject to employment tax. The remaining income that is paid as a distribution is not subject to employment tax under IRS rules. Therefore, an owner of an S corporation stands to realize substantial employment tax savings. However, the salary you give yourself must not be artificially low; if the IRS finds your salary unreasonable, they may reclassify some of the distribution funds as salary and require you to pay taxes on it.

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