Choosing a Business Entity in Florida: LLC, Corporation & More

Florida businesses commonly operate as sole proprietorships, partnerships, LLCs (Florida Revised LLC Act, ch. 605), or corporations (Florida Business Corporation Act, ch. 607). LLCs and corporations are formed by filing with the Division of Corporations and generally shield owners' personal assets; sole proprietors and general partners do not get that shield. Florida has no state personal income tax.

This is general information, not legal advice. The right structure depends on your facts — consider talking to a Florida attorney.

Picking a structure is one of the first decisions a Florida business makes. It shapes your liability and your taxes.

The common options

Florida businesses commonly operate as:

Sole proprietorships — one owner, no separate entity.
Partnerships — two or more owners.
LLCs — governed by the Florida Revised LLC Act (ch. 605).
Corporations — governed by the Florida Business Corporation Act (ch. 607).

The liability shield

LLCs and corporations are formed by filing with the Florida Department of State, Division of Corporations, and generally shield owners’ personal assets from business debts. A sole proprietor or general partner does not have that shield — their personal assets can be exposed.

State taxes

Florida has no state personal income tax (Fla. Const. Art. VII, § 5). That affects how pass-through income (income that flows to owners) is taxed at the state level.

Next steps

Ready to form one? See how to form an LLC or how to form a corporation. For the full overview, visit the Florida business law hub. To weigh the options for your situation, connect with a lawyer.

Frequently asked questions

What are the main business structures in Florida?

Florida businesses commonly operate as sole proprietorships, partnerships, LLCs (Florida Revised LLC Act, ch. 605), or corporations (Florida Business Corporation Act, ch. 607).

Which structures protect my personal assets?

LLCs and corporations generally shield owners' personal assets. A sole proprietor or general partner does not have that liability shield.

How do Florida state taxes affect my choice?

Florida has no state personal income tax (Fla. Const. Art. VII, § 5), which affects how pass-through income is taxed at the state level.

Related guides

Florida Business Disputes & Breach of Contract When a contract is breached in Florida, typical remedies are money damages and — where damages are inadequate — specific performance. The deadline to sue (§ 95.11) is 5 years for a contract founded on a written instrument and 4 years for an oral or unwritten contract.

Florida Contract Basics A valid Florida contract generally needs offer, acceptance, and consideration. Florida's statute of frauds (§ 725.01) makes certain agreements unenforceable unless in writing and signed — including a promise to answer for another's debt, an agreement in consideration of marriage, the sale of land or an interest in land, a lease of land for more than one year, and any agreement that can't be performed within one year.

Florida Fictitious Name (DBA) Registration A Florida business operating under a name other than its legal name must register the fictitious name with the Division of Corporations (§ 865.09). Before registering, the registrant must have advertised the intention to register at least once in a newspaper in the county of the principal place of business.

How to Form a Corporation in Florida To form a Florida corporation you file Articles of Incorporation under § 607.0202 with the Division of Corporations — name, principal/mailing address, authorized shares, registered agent, and incorporators. You file an annual report between January 1 and May 1 (§ 607.1622). An S corporation is a federal IRS tax election, not a separate Florida entity. State filing fees apply — confirm current fees on Sunbiz.

How to Form an LLC in Florida To form a Florida LLC you file Articles of Organization with the Division of Corporations under § 605.0201, stating the name, principal/mailing address, and registered agent with acceptance. You must continuously maintain a Florida registered agent (§ 605.0113) and file an annual report between January 1 and May 1 each year (§ 605.0212). State filing fees apply — confirm current fees on Sunbiz.

Choosing a Business Entity in Florida