Florida S Corp Formation

Florida S Corporation Formation

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Steven S.

Steven Stark

442 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Joshua Garber

269 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Richard G.

Richard Gora

195 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Marshall H.

Marshall Harris

92 reviews
Marshall Harris is a corporate attorney with more than 40 years of experience. He specializes in drafting and negotiating commercial contracts, and often works with clients in need of legal assistance related to mergers and acquisitions. Marshall has represented Presara Technologies, Laurentian Capital Corporation and many other corporate clients. He has been the principal attorney at his own legal firm since February 2017.
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Lauren Shapiro

2 reviews
Securities attorney licensed in Florida and New York with extensive experience in SEC and FINRA investigations and regulation of broker-dealers and investment advisers from... read more
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Jonathan C.

Jonathan Clark

Jonathan Clark has almost a decade of experience working in the legal industry - he has spent time working for two international law firms. He is currently an Associate with K&L Gates and focuses on advising businesses, lenders and individuals on a wide range of real estate and corporate issues - some of which include entity formation and limited liability protection and secured financing. He studied with the University of Michigan Law School, and graduated with his J.D. in 2007.
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Jonathan Davalos

2 reviews
Attorney and licensed customs broker with 2 years proven experience in trade related commercial agreements, US Customs matters, trademark registration and enforcement, as w... read more
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Oscar B.

Oscar Blasingame

Oscar Blasingame has been practicing law in Florida for more than 14 years. He is primarily a real estate attorney, but he also has comprehensive experience in assisting startup companies with all kinds of legal issues. He has a solid background in dealing with legal cases related to bankruptcy and debt. Oscar obtained a J.D. degree from the Stetson University College of Law. He has been an attorney at Blasingame & Associates since January 2011.
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Kate M.

Kate Mcguire

2 reviews
My experience lies in commercial contract development, corporate compliance, and the drafting and maintenance of internal corporate documents and outside contracts. In comm... read more
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John G.

John Green

I represent lenders, investors and developers in a broad range of commercial real estate and business transactions, with a particular focus on real estate financing, acquis... read more
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Why use UpCounsel to hire a Florida S Corporation Formation Attorney?

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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:

  1. The S-Corp's name and address.
  2. The statutory agent's name and address as well as the agent's signature accepting the appointment.
  3. The S-Corp's purpose.
  4. The number of shares the S Corporation is authorized to issue.
  5. 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:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. 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:

  1. The names and addresses of members, managers, and managing members.
  2. 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.
  3. 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.
  4. Copies of the S-Corp's financial statements and Operating Agreement, if any, for the three most recent fiscal years.
  5. 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.
  6. 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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