Form a corporation in Florida

Q: Is Florida a good state for an S corporation?

Yes — because Florida has no personal income tax, S-corp pass-through income generally isn't taxed at the state level, which is a meaningful advantage for owners.

Incorporate in Florida with no personal income tax and a flat $70 filing fee – CountSure files your Articles of Incorporation on Sunbiz and keeps your May 1 report on track. Flat $70 to file – no share-based fee, unlike Delaware.

Requirements, costs & steps for an incorporate in Florida

Incorporating in Florida creates a formal entity with directors, officers, and stock in a state with no personal income tax and a low, flat filing fee. Florida keeps it simple: incorporation costs just $70 regardless of how many shares you authorize (unlike Delaware), and corporate income tax is 5.5% – but only on net income over $50,000. The one date to guard is the May 1 annual report, which carries the same strict $400 late fee corporations and LLCs both face. This guide covers the cost, the filing steps, and ongoing compliance. To compare structures first, read our LLC vs. corporation guide, or let our Florida incorporation service file it all for you.

What you need to know?

Filing fee:

$70 for Articles of Incorporation ($35 + $35 RA designation) - FLAT regardless of authorized shares, unlike Delaware.

No personal income tax:

Florida has no personal state income tax; the corporate income tax is 5.5%, only on net income over $50,000.

Annual report:

$150 due May 1 (note: corporations pay $150, LLCs pay $138.75). Same non-waivable $400 late fee.

Directors:

At least one director; no Florida residency requirement.

S-corp friendly:

With no state income tax on individuals, Florida is an attractive home for S-corporations.

Florida corporation at a glance

The essentials for incorporating and maintaining a Florida corporation.

Requirement	Detail (2026)
Formation document	Articles of Incorporation
Filing agency	Florida Division of Corporations (Sunbiz)
State filing fee	$70 ($35 + $35 RA designation), flat
Registered agent	Required; physical FL street address (no PO box)
Directorss	Min. 1; no residency requirement
Bylaws	Required (internal; not filed)
Annual report	$150, due May 1e
Late fee	$400 (non-waivable)
Corporate income tax	5.5% on net income over $50,000
Personal income tax	None

How to incorporate in Florida, Step by Step

Seven steps from name check through your May 1 annual report.

Choose a compliant corporate name

Florida corporate names must include a corporate suffix – “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Company,” or “Co.” – and be distinguishable from existing names. Search Sunbiz; Florida does not offer name reservation.

Appoint a registered agent

A Florida resident or registered service with a physical FL street address (no PO box) who signs to accept the role. CountSure can serve as your registered agent.

Set your authorized shares

List your authorized shares in the Articles. Florida’s $70 fee is flat – it does NOT scale with share count or par value, so you have flexibility to size your stock for future financing.

File your Certificate of Incorporation

File online at dos.fl.gov/sunbiz with the $70 fee. The Articles list the corporate name, principal address, registered agent, authorized shares, incorporator, and (optionally) directors/officers.

Hold an organizational meeting and adopt bylaws

Appoint directors and officers, adopt bylaws (internal, not filed), and authorize stock issuance; keep minutes in your corporate records.

Get an EIN and elect tax status

Obtain a free EIN; to elect S-corp treatment, file IRS Form 2553 – attractive in Florida since there’s no personal income tax. Register with the Department of Revenue for corporate income tax/sales tax as needed.

Calendar your May 1 annual report

File the $150 annual report on Sunbiz by May 1 each year (first one the year after incorporating). The same non-waivable $400 late fee applies, with dissolution after the third Friday in September.

Naming & Member Requirements

Florida keeps director rules light and its filing fee flat. Here’s what to get right at formation.

Ongoing Florida corporation Compliance & Taxes

Corporate records

Keep the Articles, bylaws, stock ledger, director/officer and shareholder lists, and minutes of shareholder and board meetings at your principal office. Maintaining these formalities protects your limited-liability status.

Annual report - $150, anniversary month

Florida corporations file an annual report on Sunbiz by May 1 each year for $150 (note this is higher than the LLC’s $138.75). It’s informational – confirming officers, directors, registered agent, and addresses. The same non-waivable $400 late fee applies after May 1, with administrative dissolution after the third Friday in September.

Corporation Business Tax

Florida levies a 5.5% corporate income tax, but only on net income over $50,000 (thanks to a standard exemption), so many small corporations owe little or nothing. C-corporations file the Florida Corporate Income/Franchise Tax Return (Form F-1120). There is no personal state income tax.

S corporation election

Florida recognizes the federal S-corporation election, and because Florida has no personal income tax, S-corp pass-through income generally isn’t taxed at the state level – making Florida especially friendly for S-corps.

EIN and state tax ID

An EIN is required to hire and bank. Register with the Florida Department of Revenue for corporate income tax and sales tax as applicable.

Florida incorporation Cost Breakdown

The full picture before optional services.

Item	Cost (2026) · paid to
Articles of Incorporation	$70 · Sunbiz (one-time; $35 + $35 RA), flat
Annual report	$150 / year · Sunbiz, due May 1
Late fee (if past May 1)	$400 · non-waivable
Certificate of Status (optional)	$8.75 · Sunbiz
Certified copy (optional)	$8.75+ · Sunbiz
Registered agent (optional service)	~$49-$300/yr · third party
EIN	$0 · IRS (free)

Insight From Our Team

“Florida’s flat $70 incorporation fee is refreshing after Delaware – it doesn’t matter whether you authorize a thousand shares or ten million, the price is the same, so you can build a proper cap table without a tax penalty. Pair that with no personal income tax and Florida becomes a genuinely strong home for an S-corporation. The only thing I hammer on is the same May 1 report every Florida entity owes – corporations pay $150, and that $400 late fee doesn’t care whether you’re an LLC or a corporation.”

Parth Shah
CountSure

Related Guides & Services

Frequently Asked Questions

How much does it cost to incorporate in Florida?

The state filing fee is $70 for Articles of Incorporation ($35 filing + $35 registered-agent designation), flat regardless of share count. Ongoing, corporations file a $150 annual report each May 1.

Does Florida charge a fee based on authorized shares?

No. Unlike Delaware, Florida’s $70 incorporation fee is flat – it doesn’t scale with the number of authorized shares or par value, so you can size your stock structure freely.

What is Florida’s corporate income tax rate?

5.5%, but only on net income over $50,000 thanks to a standard exemption. Florida has no personal state income tax.

How many directors does a Florida corporation need?

At least one, with no Florida residency requirement. Directors must be at least 18.

Is Florida a good state for an S corporation?

Yes because Florida has no personal income tax, S-corp pass-through income generally isn’t taxed at the state level, which is a meaningful advantage for owners.

The applicable legal fees may vary over time. For the most up-to-date fee information, please click here to verify the latest figures.

Get Started

Start your Incorporate in Florida with CountSure

From Articles of Incorporation on Sunbiz and a clean share structure to bylaws, EIN, S-corp election, and your May 1 annual report, CountSure handles Florida incorporation start to finish.