How to Form a Corporation in Florida: Articles & S Corp Election

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.

This is general information, not legal advice. A Florida attorney can help you choose and file correctly.

Forming a corporation in Florida is a filing with the Division of Corporations, plus an annual maintenance step.

The steps

File the Articles of Incorporation. Under § 607.0202, the articles include the name, the principal and mailing address, the number of authorized shares, the registered agent, and the incorporators.
File the annual report. Each year, file the annual report between January 1 and May 1 (§ 607.1622).

What an “S corporation” really is

An “S corporation” is a federal tax election with the IRS — not a separate Florida entity. You still form a ch. 607 corporation in Florida; the S election simply changes how the corporation is taxed at the federal level.

Fees

State filing fees apply to incorporate, and an annual-report fee applies each year. These amounts change, so confirm the current fees on the Division of Corporations site (Sunbiz) before you file.

Next steps

Comparing a corporation against an LLC? See choosing a business entity and how to form an LLC. For the full overview, visit the Florida business law hub. For help incorporating, connect with a lawyer.

Frequently asked questions

What do I file to form a Florida corporation?

You file Articles of Incorporation under § 607.0202 with the Division of Corporations, stating the name, principal and mailing address, authorized shares, registered agent, and incorporators.

When is a Florida corporation's annual report due?

Between January 1 and May 1 each year (§ 607.1622).

What is an S corporation in Florida?

An S corporation is a federal tax election made with the IRS, not a separate Florida entity. You still form a regular ch. 607 corporation, then make the S election for federal tax purposes.

Related guides

Choosing a Business Entity 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). 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.

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 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.

How to Form a Corporation in Florida