Choosing between an LLC, a corporation, and a sole proprietorship in Florida comes down to three things: how much liability protection you need, how you want to be taxed, and how much paperwork you are willing to maintain. An LLC offers liability protection with minimal formality. A corporation offers the same protection with more structure and access to certain tax elections. A sole proprietorship offers no liability protection but requires no state filing to start.
| Feature | LLC | Corporation | Sole Proprietorship |
|---|---|---|---|
| Formation filing | Articles of Organization, $125 | Articles of Incorporation, $70 minimum | None required |
| Personal liability protection | Yes | Yes | No |
| Registered agent required | Yes (Florida address) | Yes (Florida address) | No |
| Default taxation | Pass-through | Double taxation (C-corp) unless S-corp election | Pass-through (Schedule C) |
| Annual report | $138.75, due May 1 ($400 if late) | $150, due May 1 ($550 if late) | None (fictitious name renewal every 5 years, $50, if using a trade name) |
| Governance formality | Flexible; operating agreement optional | Bylaws, directors, officers, required meetings and minutes | None |
An LLC is formed by filing Articles of Organization ($100) and designating a registered agent ($25), for $125 total. Members are shielded from personal liability for the company's debts. By default, the IRS treats an LLC as a pass-through entity, so profits are taxed once, on the owner's personal return, though an LLC may elect corporate taxation if that suits its situation. Florida requires an annual report ($138.75, due January 1 through May 1) to keep the LLC active.
A for-profit corporation is formed by filing Articles of Incorporation ($35) and designating a registered agent ($35), for $70 minimum; adding an optional certified copy brings the total to $78.75. Shareholders are shielded from personal liability in the same way LLC members are. Unlike an LLC, a corporation's default federal tax treatment is double taxation: the corporation pays tax on its profits, and shareholders pay tax again on dividends. Electing S-corporation status with the IRS restores pass-through treatment for eligible corporations. Corporations also carry more governance formality than LLCs: bylaws, a board of directors, corporate officers, and required annual meetings with minutes. Florida's annual report for a corporation costs $150, with a steeper $550 penalty if filed after May 1, compared to an LLC's $400 late fee.
A sole proprietorship requires no state formation filing at all — you simply begin operating under your own legal name. If you want to operate under a different name, Florida's Fictitious Name Act (Fla. Stat. §865.09) requires you to register that name for $50, renewable every five years. A sole proprietorship carries no liability protection: the owner is personally responsible for all business debts and legal claims. Taxation is the simplest of the three structures, reported directly on the owner's personal return via Schedule C, with no separate entity-level return.
Both an LLC and a corporation must designate and continuously maintain a registered agent with a Florida street address. See our full guide, Florida Registered Agent Requirements and Responsibilities, for the specific duties, office-hour rules, and resignation process. A sole proprietorship has no such requirement.
Choose an LLC if you want liability protection with minimal ongoing formality and flexible taxation. Choose a corporation if you need its governance structure, plan to raise outside investment, or want the option to elect S-corporation tax treatment. Choose a sole proprietorship only if you are testing a low-risk idea and are comfortable being personally liable for the business — most founders who plan to operate for any length of time choose an LLC instead.
Which structure is cheapest to form in Florida?
A sole proprietorship costs nothing to form unless you need a fictitious name registration ($50). Among registered entities, a corporation's $70 minimum is cheaper than an LLC's $125.
Can a sole proprietorship become an LLC later?
Yes. Many founders start as a sole proprietorship and convert to an LLC once liability protection becomes a priority.
Do I need a lawyer to choose between these structures?
Not necessarily for the filing itself, but a tax professional can help you weigh S-corporation election or other tax strategy questions specific to your situation.
Which structure is best for a solo founder?
Most solo founders choose an LLC for the liability protection and tax flexibility, without the added governance formality a corporation requires.
Last verified directly against dos.fl.gov/sunbiz and leg.state.fl.us on August 3, 2026.