One of the first decisions a new Florida business makes is whether to form a limited liability company (LLC) or a corporation. Both create a separate legal entity, and both are filed with the Florida Division of Corporations through Sunbiz. The differences are mostly about structure, paperwork and taxes.
This guide is general information, not legal or tax advice. Your situation is unique, so talk with a Florida attorney or CPA before you decide.
What they have in common
- Separate entity. The business is legally separate from you, which helps protect personal assets when the company is run properly.
- State filing. An LLC files Articles of Organization; a corporation files Articles of Incorporation.
- Registered agent. Both need a registered agent with a Florida street address to receive official notices.
- Annual report. Both file an annual report with the state each year to stay active. In Florida it is due between January 1 and May 1.
- EIN. Most businesses need a federal Employer Identification Number, which you can get from the IRS for free.
How an LLC works
An LLC is owned by members and is known for its flexibility. It can be run by its members or by managers, and the day-to-day formalities are lighter. For federal taxes, a single-member LLC is treated by default as part of its owner, and a multi-member LLC as a partnership. An LLC can also elect to be taxed as an S corporation if that makes sense for you.
How a corporation works
A corporation is owned by shareholders and run by directors and officers. It comes with more formal structure, such as bylaws, board decisions and records of meetings. By default it is taxed as a C corporation, and many small corporations elect S corporation status instead. Corporations can be a natural fit when you plan to bring in investors or issue different classes of stock.
Questions to bring to your attorney or CPA
- Will you have partners or investors now or later?
- How do you expect to pay yourself?
- Would an S corporation election lower your overall taxes?
- How much ongoing paperwork are you comfortable with?
How we help
We file Florida LLCs and corporations, handle the EIN application and registered agent setup, and give you a checklist for licenses, banking and next steps. When you need legal or tax advice, we work alongside partner attorneys and CPAs. See our formation packages.
