File an S Corp

To form an S Corp, you must prepare and file Articles of Incorporation or a Certificate of Incorporation with the proper state filing department. You must also pay filing fees and any applicable initial franchise taxes or other fees. The type of information required in the incorporation documents varies by state. If you incorporate through BizFilings, simply complete our online order form or place an order by phone, and we prepare and file your Articles of Incorporation.

After incorporation, Form 2553 must be filed with the IRS to elect S corporation status.

As with C corporations, a S corporation’s post-incorporation duties include adopting corporate bylaws, holding an initial meeting of directors and shareholders, and issuing shares of stock to owners. Form an S Corp.

The S Corp incorporation filing fee varies by state. Our State Incorporation Fees tool provides the filing fee for each state.

There are no restrictions as to who can form a standard corporation. There is no age, residency, or other legal requirement. Some states do require that the directors of a corporation be at least 18.

However, in order to be eligible to elect S corporation status with the IRS, there are restrictions when it comes to corporation ownership.

• An S corporation can have no more than 100 shareholders, and all shareholders must all consent in writing to the S corporation election
• Shareholders cannot be non-resident aliens
• S corporations can have only one class of stock (disregarding voting rights)
• S corporations cannot have C corporations, other S corporations, LLCs, partnerships, or certain trusts as shareholders
• The S corporation must be a domestic corporation

View our state guides for the requirements of your particular state.

Each state has rules on how an S corporation can be named.

Generally, the name you select must not be “deceptively similar” to any existing business name in that state and must be “distinguishable on the record” of your state. (It is possible that the name you select will not be available in your desired state of incorporation. That’s why BizFilings asks for a second name choice on our incorporation order form.)

Also, the name you choose must show that your business is incorporated. Most states require that the name be followed by an ending such as "Incorporated", "Corporation", "Inc.", or "Corp."

For details on state name requirements for corporations, view our state guides.

S corporations must indicate the number of shares of stock they want to authorize (and a par value associated with each share) in the Articles of Incorporation. The number of authorized shares is the total number of shares available for an S corporation to issue to shareholders.

However, the S corporation does not need to issue the total number of authorized shares. Some opt to hold unissued shares in order to add additional owners at a later date or increase the ownership percentage for a current shareholder. An issued share of stock shows ownership in the S corporation and each shareholder obtains a certificate representing the ownership value of the S corporation. Companies can alter the number of authorized shares or the par value of shares at any time by filing a share amendment with the state.

The organizational structure of an S corporation includes three groups: shareholders, directors, and officers. An S corporation is owned by shareholders, who do not typically directly manage the company. Instead, shareholders influence corporate decisions through electing and removing directors, approving or disapproving amendments to the Articles of Incorporation, and voting on major corporate issues.

The directors, who comprise the “board of directors”, are responsible for managing the affairs of the S corporation. They usually make only major business decisions, and appoint and supervise officers, who make the day-to-day business decisions.

Officers are responsible for everyday company management.

Note: A shareholder may serve on the board of directors and as an officer. In fact, most states allow S corporations to have only one shareholder, who also serves as the sole director and officer. This is very common for S corporations who only have only one or a few shareholders.

Only one director is required in most states, but you are allowed to have more. Some states use the number of shareholders in the S corporation to determine the minimum number of directors. For example, if the number of shareholders is three, then the S corporation must have three directors. If the company has less than three shareholders, then the number of directors may equal the number of shareholders.

It is not a requirement to incorporate in the state where your company is physically located (which is considered your home state). But there are factors to consider when evaluating which state is best. For small businesses, two factors are typically considered when deciding where to form an S corporation: the cost of forming in the home state versus the cost of forming in another state and the taxation and ongoing requirements of the states under consideration.

1. Home state incorporation versus foreign qualification

If the S corporation is a closely held corporation (meaning it has one or few shareholders, and does business primarily within a single state), incorporation within the home state is often preferable. The cost of home state incorporation will usually be less than incorporating in another state and registering to do business (foreign qualifying) in your home state.

A corporation that foreign qualifies to do business in another state is subject to taxes and annual report fees from both the state of incorporation and the state of qualification.

2. Corporation requirements and taxation

When deciding where to incorporate, it’s also good to research the state’s ongoing corporate requirements (such as annual report and franchise tax requirements) as well as general state taxation requirements. View our state guides to learn more about these requirements in each state.

S corporations must make a timely filing of Form 2553 with the IRS. The form must be completed and filed any time before the 16th day of the 3rd month of the tax year in which the election is to take effect, or any time during the tax year preceding the tax year in which it is to take effect. BizFilings can obtain S Corp status on behalf of your business as part of our Complete Incorporation Service for S corporations.

No. Filing by an attorney is not a legal requirement for incorporation. You can prepare and file the Articles of Incorporation yourself, but you should understand the corporation formation requirements of your intended state of incorporation.

You can use BizFilings' service to incorporate your business and save money on attorney fees. If you are unsure if incorporation will benefit your business, or what business type you should choose, you should consult an attorney or accountant.

Yes. All corporations, including S corporations, must have a registered agent. The name and address of the registered agent must be included in your incorporation documents. In some states, the registered agent must also sign your incorporation documents.

The registered agent is responsible for receiving important legal and tax documents on behalf of the business. BizFilings provides registered agent service to our customers.


Having BizFilings as your registered agent is extremely beneficial if you:

• Want to avoid the risk of non-compliance. States impose ongoing requirements on the businesses incorporated there. Business compliance matters are not likely to be your area of expertise, or interest. As your compliance partner, BizFilings will help you stay in compliance with state requirements for S corporations, avoid unnecessary state penalty fees, and maintain your company's good standing in your state of incorporation and/or qualification.
• Value privacy. When a corporation receives a Service of Process (the document that initiates a lawsuit), it is often delivered by local law enforcement. Having police officers show up in front of customers, employees, or neighbors (in the case of a home-based business) is typically something that business owners want to avoid. Having BizFilings as your registered agent service provider ensures you receive any Service of Process promptly and privately.
• Don't maintain normal business hours. The registered agent for a business must be available during normal business hours to accept important documents as they are delivered. If you are often on the go or work irregular business hours, having BizFilings as your registered agent ensures that you never miss these important communications.

A few states require notice to be published in a newspaper that a corporation has been formed in that state. States with this requirement for S corporations include: Arizona, Nebraska, and Pennsylvania. BizFilings can help you satisfy the publication requirement in these states.

After choosing your business type, Articles of Incorporation must be filed with the state government and initial fees must be paid. After your Articles of Incorporation are filed, you need to file Form 2553 with the IRS to elect S corporation status for your company. With BizFilings’ Basic and Standard Incorporation Services, we will provide Form 2553 for you to finalize and submit to the IRS. Our Complete Incorporation Service includes an S Corporation Obtainment Service, where we interact with the IRS on your behalf to obtain S corporation status for your company.

Additionally, your S corporation must hold an organizational meeting (initial meeting of directors) where you adopt bylaws and undertake other initial corporate actions (such as appointing officers and approving a resolution to open a business bank account). You should distribute stock certificates to shareholders and record these transactions in the company’s stock transfer ledger. The actions of the organizational meeting should be documented and kept along with the Articles of Incorporation and bylaws in a corporate record book. Our compliance kit & seal, which is included in our Standard and Complete Incorporation Services, has all the items necessary for holding and documenting the organizational meeting.

Yes. BizFilings includes Registered Agent Service in our S Corp formation package options. By including this service, BizFilings both fulfills the legal requirement for your corporation to have a registered agent and provides your business with ongoing compliance assistance. With your incorporation order, you receive our Registered Agent Service for 3 months free and avoid interruption of this valuable service with our convenient auto-renewal program. At the time of renewal, you can choose to renew your company’s Registered Agent Service yearly for $220, two years for $370 (save $70) or three years for $489 (save $171).

BizFilings' Rush Filing Service allows customers forming an S corporation in certain states to decrease their filing timeframe to 24- to 48-hours.

The 24- or 48-hour filing time is for the approval of the incorporation only. It typically takes longer for states to produce the filed Articles of Incorporation. Once BizFilings receives your incorporation documents from the state, we will ship them to you via FedEx Overnight delivery. This means you should have your documents in hand anywhere from just a few days to one week after filing. We will also scan and make them available in our Online Status Center for you to access before receiving the originals.

Using BizFilings' Rush Filing Service secures your name and incorporation date in as little as 24 hours. This service is particularly valuable when you need proof of incorporation to secure a contract or open a bank account.