Florida S Corp Formation

Florida S Corporation Formation

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Steven S.

Steven Stark

266 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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Richard G.

Richard Gora

155 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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Joshua G.

Joshua Garber

193 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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Tanner L.

Tanner Lakey

Tanner Lakey is an attorney at law who serves corporate clients in Florida. He attended the St. Thomas University School of Law, where he obtained a J.D. in law after his graduation. Tanner specializes in trademark and copyright law. He has represented numerous corporate clients, including CoFit Inc and The 413 Lifestyle. Tanner has been serving as the legal affairs advisor at The Brewer Group since January 2017.
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Cassidy L.

Cassidy Loutos, Esq.

Cassidy Loutos, Esq. Is a licensed attorney in Florida. She finished law school at Barry University - Dwayne O. Andreas School of Law, where after she graduated Cum Laude. Her areas of expertise include Personal Injury, Wills & Estate Planning, Bankruptcy and Family Law/Guardianship. Cassidy was an Associate Attorney in Lauri J. Goldstein & Associates, PLLC from June 2015 – January 2016 and worked as a Certified Mediator in Florida Ninth Judicial Circuit County Mediation.
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Michelle G.

Michelle Gilbert

2 reviews
Michelle Gilbert manages Gilbert Garcia Group, P.A., a certified woman and minority owned business, which operates throughout Florida with attorneys who have almost 100 yea... read more
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Frank N. L.

Frank N. Lago

2 reviews
Frank began his professional career as a solider in the U.S. Army. After deploying twice to Iraq, Frank transitioned to Internal Revenue Service where he began practicing f... read more
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Belinda N.

Belinda Noah

2 reviews
Belinda Noah is an attorney at law with over three decades of experience. She is licensed to practice law in Florida. Belinda has a Juris Doctorate degree in law, which she obtained from the Widener University School of Law. She specializes in numerous business-related legal practice areas, including debt and bankruptcy, labor and employment law, and commercial contracts. Belinda is currently serving as the founding attorney at her own legal office.
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Yoel M.

Yoel Molina

2 reviews
Yoel “Mo” Molia is proud to be a lifelong resident of Miami, Florida and he has been practicing law there since 2001. He has also worked on cases across the state. His experiences include foreclosure, contracts, real estate, collection matters, leases, and employment matters, among others.
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Michelle F.

Michelle Fusillo

2 reviews
Michelle Fusillo is an attorney at law who specializes in providing legal assistance to small business and startup companies. She has been licensed to practice law in both New Jersey and Florida. Michelle received her Juris Doctor degree from the Florida International University College of Law. She is experienced in real estate law, as well as drafting, negotiating and reviewing commercial contracts. Since February 2017, Michelle has been an attorney at Fusillo Law, PLLC.
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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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