Florida S Corporation Formation Attorneys & Lawyers
How it Works
Seth Wiener
Steven Stark
Scott Stram
Jake Siciliano
Richard Gora
Michael Wieser
Brig Ricks
Grant Maynard
Bob Schrader, Esq.
Jennifer Newton
Florida S Corporation Formation Lawyers
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Why use UpCounsel to form an S Corporation in Florida
Starting an S Corporation in Florida with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.
When forming an S Corporation in Florida with UpCounsel, the attorney you choose to help you will conduct a business name search for your Florida S Corporation and assist you in preparing your S Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Florida Department of State, your Florida S Corporation has been formed and begins its existence as a corporate entity.
However, a corporation does not register as an S Corporation with the Department of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.
Choosing a Company Name for Your S Corporation
One of the first steps in the process of forming your S Corporation is to choose your business name.
The business name that you choose must include the words "Corporation", "Incorporated", or "Company", or the applicable abbreviation "Corp.", "Inc.", or "Co." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign S Corporation reserved or registered.
Your S Corporation name may contain the name of one or more members.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Florida S Corp before filing to see which names are available. Once you have chosen an available name, your chosen S Corporation attorney can help you properly register your name with the State of Florida.
Requirements for Forming a Florida S Corporation
Articles of Incorporation: When forming an S Corporation in Florida, the Articles of Incorporation must be filed with the Florida Division of Corporations. Florida state law requires that certain information be included in your Articles of Incorporation when forming your Florida S Corporation.
This information must include:
- The S-Corp's name and address.
- The statutory agent's name and address as well as the agent's signature accepting the appointment.
- The S-Corp's purpose.
- The number of shares the S Corporation is authorized to issue.
- The names and addresses of initial officers or directors and the incorporator(s).
Additionally, a Florida S Corporation formation generally requires inclusion and/or consideration of the following:
S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:
- Must be a domestic corporation.
- Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
- Have only one class of stock
- Have no more than 100 shareholders
- Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).
Additionally, a Florida S Corporation formation generally requires inclusion and/or consideration of the following:
S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Florida recognizes operating agreements as governing documents.
Membership: A S Corporation must have one or more members.
Eligibility Requirements: A natural person or an entity.
Procedure for Membership: The member may acquire an interest in the S Corporation directly from the S Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.
Business Licenses: Business licenses and/or permits are required for most S-Corp's offering specific professional services. Contact the Florida State Corporations Commission for specific licenses.
Resident Agent needed for a Florida S Corporation
Remember every Florida S Corporation must have a registered agent in Florida, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be a Florida resident or business entity authorized to do business in Florida. The registered agent must have a physical Florida street address.
Florida Department of State
Once you create an S Corporation in Florida, the Florida Department of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Florida Department of State.
Recurring Responsibilities and Duties for Florida S Corporations
Annual Report: Each S Corporation shall provide an annual report to the Florida Department of State regarding its financial condition to each of its members. The first report is due in the year following your corporation's formation. The report must be filed online between January 1st and May 1st.
Records: Each Florida S Corporation must keep the following records open to inspection at its office:
- The names and addresses of members, managers, and managing members.
- A copy of the Articles of Incorporation and all amendments thereto, together with any powers of attorney pursuant to which the Articles of Incorporation or any amendments thereto were executed.
- Copies of the S-Corp's federal, state, and local income tax or information returns and reports, if any, for the three most recent taxable years.
- Copies of the S-Corp's financial statements and Operating Agreement, if any, for the three most recent fiscal years.
- A current list of each members' economic contribution and the share in profits as well as any times or occurrences of members' agreed to make additional contributions.
- A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.
Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Florida Department of State for specific licenses.
Filing Fees for a Florida S Corporation
The processing fee for the Articles of Incorporation is generally about $70. These fees can change so it would be best to check with the Florida Department of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.
Taxes for a Florida S Corporation
A Florida S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.
Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).
Florida state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: An S Corporation does not pay federal income tax.
Florida State Income Tax: Florida S Corporations are exempt to the income tax to the extent that their income is not subject to federal income tax.
Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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This is the most recent 20 reviews out of 232 reviews for Business Formation attorneys in Florida
Consult on Corporate Restructure
"Matt is a seasoned professional who does great work."
Mike F
.
Oviedo,
FL,
3 months ago
Consult on Corporate Restructure
"Very quick service & turnaround time. Helpful consultation with clarification."
Yolanda O
.
Orlando,
FL,
3 months ago
Restructure Corporation
"Jennifer was an absolute pleasure to work with! She was prompt in her replies and thorough in her responses. Highly recommend."
Sherry B
.
Estero,
FL,
4 months ago
Assist with Other Business Formation Matter
"Jake was easy to work with and finished my contract very quickly"
Dave A
.
Green Cove Springs,
FL,
6 months ago
Review Buyout Agreement
"Alisha was wonderful to work with. I was extremely stressed and she remained calm and professional. I would recommend Alisha tackle all your legal needs"
Michael T
.
Eustis,
FL,
8 months ago
Consult on Corporate Restructure
"Michael helped us with our corporate restructuring for a very fair price. Because he is so experienced in this realm, he was able to quickly do complex tasks (especially with all of the required documentation) and deliver at or above our expectations."
Nikkolas K
.
Orlando,
FL,
8 months ago
Review Operating Agreement
"Mario was very helpful and responsive to all of my questions. Definitely will utilize him again in the future. Highly recommend!!"
Chris G
.
Fort Myers,
FL,
9 months ago
Review Buyout Agreement
"Jonathan went above and beyond to negotiate a buyout contract for exit in my former company. He used his wealth of knowledge to provide the fullest protection of my best interests and made himself available to me any day or night. I definitely would use Jonathan again for all my contract needs. He is a great lawyer and business advisor to have in your corner."
Tyler B
.
Buford,
GA,
10 months ago
Business Formation Consultation
"I had the pleasure of working with Attorney Ryan to establish my business, and I must say it was an exceptional experience. Attorney Ryan's extensive knowledge of the necessary documents for setting up a business was truly impressive. He went the extra mile by suggesting additional documents I had not considered. As a first-time entrepreneur, having Attorney Ryan's guidance was a true blessing. He was incredibly responsive and willingly made revisions whenever I requested updates. The quality of his work is outstanding, and I couldn't be happier with the results. Attorney Ryan's pricing is quite reasonable, making his services accessible to everyone. If you're seeking a top-notch attorney who offers quality work, quick turnaround times, effective communication, and affordability, I wholeheartedly recommend Attorney Ryan. You won't be disappointed!"
Steve M
.
West Palm Beach,
FL,
about 1 year ago
Assist with Other Business Formation Matter
"Very quick response and clear legal counsel. Thank you Mario!"
Trevor A
.
Miami,
FL,
about 1 year ago
Review Operating Agreement
"Brandon was fast and efficient. Super easy to deal with."
Taylor E
.
North Fort Myers,
FL,
about 1 year ago
Corporate Restructure Services
"Very responsive and fast, was great working with Daniel."
Jordan D
.
Boynton Beach,
FL,
over 1 year ago
Review Partnership Agreement
"Attorney Ayub was very fair and easy to communicate my needs with."
Heaven H
.
Tampa,
FL,
over 1 year ago
Assist with Other Business Formation Matter
"Bob knows his business very well, was upfront and clear in all communications, and carefully listened to my needs instead of giving me a generic attendance. I am very happy with our interactions so far."
Raphael D
.
Miami,
FL,
over 1 year ago
Review Operating Agreement
"Great work and Thorough"
Patrick Z
.
Tampa,
FL,
over 1 year ago
Consult on Corporate Restructure
"Michael has been great to work with. I will continue to utilize his services."
Brooks S
.
Marco Island,
FL,
almost 2 years ago
Review Operating Agreement
"Chelsie replied to my questions quickly and made the process simple and easy!"
Kelsey T
.
Fort Myers,
FL,
almost 2 years ago
Consult on Corporate Restructure
"It was a pleasure to meet and work with Gary virtually. He was patient and professional. All of my questions were answered and I left our consultation with clear action steps on how to accomplish my goals. If I run into any hiccups, Gary will be the first person I call. Thank you Gary!"
Tyler M
.
Miami,
FL,
almost 2 years ago
Review Partnership Agreement
"Erin provided exactly what we discussed within a quick timeframe. Would definitely recommend her."
Shirley S
.
Kissimmee,
FL,
almost 2 years ago
New Florida LLC
"We've used Marshall for a few LLC & Contract formation projects. We appreciate his knowledge in this area of practice, and that he responds / works in a professional and timely manner."
Richard L
.
Boca Raton,
FL,
over 2 years ago