S-Corp vs C-Corp in Florida
1. Definition
S-Corporations and C-Corporations are two different ways a corporation can be taxed. Both are legal business entities formed by filing Articles of Incorporation with the Florida Division of Corporations, but they differ in how they’re treated for federal tax purposes.
- A C-Corporation (C-Corp) is the default corporate form. It pays corporate income tax separately from its owners.
- An S-Corporation (S-Corp) is a special tax election that allows income to “pass through” to shareholders and be taxed on their personal returns, avoiding corporate-level taxes.
In Florida, both S-Corps and C-Corps enjoy the same limited liability protections and corporate structure.
2. Florida Legal Context
Florida doesn’t impose a separate tax on S-Corps. However, C-Corps in Florida must pay the Florida Corporate Income Tax, currently set at 5.5%.
To form either type of corporation in Florida, you must:
- File Articles of Incorporation with Sunbiz
- Appoint a Registered Agent
- Draft and adopt Corporate Bylaws
- Issue stock and record corporate formalities
To become an S-Corp, you must also:
- File Form 2553 with the IRS (within 75 days of formation or by March 15 of the tax year)
- Ensure your business meets IRS S-Corp eligibility requirements:
- U.S.-based entity
- No more than 100 shareholders
- Only allowable shareholders (individuals, certain trusts, estates)
- Only one class of stock
3. Real-World Application
Let’s say you’re starting a digital marketing firm in Miami. You expect modest income initially but want to minimize taxes. An S-Corp election might allow you to avoid self-employment taxes on a portion of your income.
On the other hand, if you’re launching a Tampa-based health-tech startup aiming to raise capital and reinvest profits into the business, a C-Corp may offer more flexibility for investors and long-term scaling.
4. Why It Matters for Business Owners
Choosing between an S-Corp and a C-Corp can impact:
- Tax Strategy:
- S-Corps avoid double taxation
- C-Corps pay taxes at the entity level, and again on shareholder dividends
- Ownership Flexibility:
- S-Corps limit number/type of shareholders
- C-Corps can issue multiple classes of stock and welcome investors
- Administrative Burdens:
- Both require annual meetings and filings
- Long-Term Goals:
- C-Corps are preferred for venture capital and IPO plans
- S-Corps suit lifestyle businesses and smaller companies
Many Florida entrepreneurs file as C-Corps without realizing the tax implications—or miss the deadline to elect S-Corp status, forfeiting significant tax savings.
5. How Our Law Firm Can Help
We walk you through every step of forming and electing the right corporate tax structure:
- Evaluate whether S-Corp or C-Corp fits your short- and long-term goals
- Prepare and file your Articles of Incorporation
- Draft Bylaws and Shareholder Agreements
- Complete and file IRS Form 2553 for S-Corp election
- Advise on reasonable salary and profit distribution for S-Corp owners
Flat-Fee Retainers – Transparent pricing with no surprises. 1-Hour Strategy Consultations – Personalized advice to help you make the right choice. 3-Hour Master Strategy Sessions – For clients needing deep-dive planning on formation, ownership structure, and tax implications. BELAW Membership – Keep us on call year-round for corporate maintenance, compliance, and strategic legal guidance.
6. FAQs (Frequently Asked Questions)
Q: Can I change from a C-Corp to an S-Corp later? A: Yes, if you meet eligibility requirements and file IRS Form 2553 on time. We can help you determine if it’s the right move.
Q: What happens if I miss the S-Corp election deadline? A: You’ll be taxed as a C-Corp for the current year. You may have to wait until the next tax year to reapply unless the IRS grants relief.
Q: Does Florida recognize the S-Corp tax election? A: Yes. Florida does not impose a state-level tax on S-Corps, so income passes through to shareholders without Florida corporate income tax.
Q: Can an LLC elect to be taxed as an S-Corp? A: Yes. LLCs can also elect S-Corp tax status by filing IRS Form 2553. We can help you decide whether that structure works better for your situation.
Q: Which is better for raising money—S-Corp or C-Corp? A: C-Corps are generally preferred by investors and venture capital firms due to their flexibility with stock and ownership structures.
7. How to Retain Our Law Firm
We offer multiple access points tailored to your needs:
- Flat-Fee Retainers: Set pricing based on project scope (quoted after your consultation)
- 1-Hour Strategy Consultations: A high-impact session to assess your issues, answer questions, and develop a legal roadmap. Pricing starts at $500.00.
- 3-Hour Master Strategy Sessions: A deep dive analysis with detailed, actionable solutions tailored to your business challenges
- Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program (Read below)
All services are available in-person, by phone, or virtually.
8. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program
Our flagship service is the BELAW Membership – Business & Entrepreneurship Law Advisor Program. This is an exclusive, members-only, 12-month ON-DEMAND legal and business support program at a predictable flat monthly fee, tailored to each business client—regardless of company size.
BELAW is open to business owners, entrepreneurs, for-profit companies, non-profits, and foreign investors. Our members range from startups and nonprofits to established businesses.
At the core of BELAW is our P.O.N.C.E. methodology, developed by Attorney Gil Sanchez, to help businesses not just stay protected—but grow strategically.
What you get with BELAW:
- On demand strategic legal consultations with Attorney Gil Sanchez
- Document review and compliance audits
- Guidance on contracts, leasing, employment, and liability
- Drafting Collection Notices, Cease & Desist Letters and Confidentiality Agreements
- Proactive legal support to mitigate lawsuits and reduce risk exposure
- Strategic input on revenue-generating decisions like expansion, licensing, and joint ventures
- Entrepreneur coaching and a growing library of business education resources
- Litigation retainer and hourly rate discounts
We’re available when you need us—on demand, without hourly billing.
We make it easy to get started:
- Call or text us at (813) 254-1777
- Or fill out the secure contact form below
A member of our team will respond promptly to schedule your consultation.
9. How to Contact Our Law Firm to Retain
We make it easy for you to retain us:
- Call or text: (813) 254-1777
- Email: info@blackrocklaw.com
- Or submit your request using the form below
Our team will promptly follow up to confirm availability and next steps.
10. Who You Are Hiring
When you hire our firm, you’re not just hiring a lawyer — you’re securing the insight, grit, and expertise of Attorney Gil Sanchez.
A proud double Gator, Gil earned both his undergraduate and law degrees from the University of Florida — one of the top public universities in the country. Since 2004, he has built a reputation as a formidable business and trial attorney, successfully trying cases before juries in both Florida state and federal courts.
Gil’s legal practice is deeply informed by real-life experience. He launched his first business at age 13 and has continued to build, lead, and advise companies ever since. He’s a licensed business broker (since 2007), an adjunct professor of entrepreneurship at St. Petersburg College, and a trusted advisor to entrepreneurs, professionals, and business owners across Florida.
He’s also an inventor, author, and public speaker — holding a U.S. utility patent and federal trademark. His invention was featured in TIME Magazine’s Best Inventions of 2023, and his legal insights have appeared on CNN, ABC’s 20/20, and other national platforms. Raised by Colombian parents in West Virginia and fluent in Spanish, Gil brings cultural fluency, resilience, and a fighter’s mindset to every client matter.
Above all, Gil is a devoted family man — happily married and the proud father of three beautiful children. His commitment to family shapes the way he practices law: with empathy, integrity, and a relentless drive to protect what matters most.
At Black Rock Trial Lawyers, you’re not just getting a legal technician — you’re hiring a battle-tested strategist who understands both the courtroom and the real world. That’s who’s fighting for you.
11. The Law Firm’s Geographical Reach
We proudly represent businesses across all counties in Florida. With the power of virtual consultations, online filings, and remote court access, we can support your legal needs anywhere in Florida—without compromising service quality.
Our main office is in South Tampa, Florida, with a satellite office in South Florida – Miramar, Florida.
From Miami to Jacksonville, Pensacola to Key West—Black Rock Trial Lawyers is here to help Florida businesses thrive.
12. Disclaimer
The information provided on this website is for general informational purposes only and is not intended to be, nor should it be construed as, legal advice. Every individual and business matter involves unique facts and circumstances that must be carefully evaluated. Additionally, Florida laws, including statutes and case law, are subject to frequent changes, and the information presented here may not reflect the most current legal developments. For a formal legal opinion or advice specific to your situation, you must consult directly with an attorney at our firm. No attorney-client relationship is formed by viewing this site or by contacting our office through this website.