How To Fill Out The Florida Articles of Organization
When forming an LLC business structure, you first need to file the Articles of Organization with the Florida Department of State – Division of Corporations. This is a legal document that officially launches your new LLC into existence. After filing, the business can obtain an Employer Identification Number (EIN), state tax number, open a bank account, and register for business licenses.
The Articles of Organization can be completed and sent by mail or filed online. In this example, we will show the steps of filling out the Articles of Organization online.
IncFile is currently running a special where you only pay state fees for your LLC formation!
To get started, visit the Florida Department of State’s website.
Step 1: Choose the LLC’s Effective Date
The effective date is the “birthday” of the new Limited Liability Company.
You have the option of having an effective date different from the date it is filed by the Florida Department of State’s office. The effective date can be up to 5 business days prior to the date of submission or up to 90 days after the date of receipt.
If you just want to use the date the state files the paperwork, leave this section blank.
The reason many people use a delayed effective date is to postpone the annual report fee. The LLC’s first annual report is due every January 1st, following the year of formation. If an LLC is created late in the calendar year and it doesn´t expect to generate business until after January 1st, the LLC wouldn’t have to pay the annual fee.
Step 2: Pick a Name for the LLC
The next step in starting a Florida LLC is to make sure the business name you want is available. The LLC’s legal name has to be different from the other registered business entity names in the state of Florida. Before filing the Articles of Organization, be sure to check LLC name availability in Florida.
Per state law, the name of the LLC must also include one of the following words or abbreviations at the end of the business name:
– Limited Liability Company
– Limited Liability Co.
– Ltd. Liability Company
– Ltd. Liability Co.
Step 3: Enter the Principal Place of Business
In this section, enter the street address, city, state, zip code, and country of the business’s initial principal office. This address can be the address of the business or it can be the address where the business records are kept. You may not use a PO Box for the principal place of business.
Step 4: Enter the Mailing Address
If you would prefer to use an address that is different from the address of the principal place of business, enter that address in the mailing address field. Otherwise, select “Mailing address same as principal address”. A PO Box is acceptable for the mailing address.
This is the address where correspondence from the Florida Department of State will be sent.
Step 5: Appoint a Registered Agent
One requirement to have an LLC in Florida is to appoint a Florida registered agent. The registered agent is a party that is physically located in the state of Florida and will receive and accept important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Provided the LLC member lives in Florida, they may act as the registered agent or the agent can be an adult resident of the state or registered agent service.
Enter the name of the individual or registered agent service, along with their address. Additionally, the agent needs to provide permission that they intend to serve.
Step 6: Include Any Other Provisions
This step is optional, but if additional information regarding the formation of the LLC needs to be included with the Articles of Organization, include them here.
Step 7: Enter a Primary Email Address
The primary email address will be used by the Florida Department of State to send correspondence, with the most important being the annual report renewal reminder.
Step 8: Add Names of LLC Managers or Representatives
This section asks for the name and address of each manager or representative who is authorized to manage or control the LLC.
There are three choices listed, but you are free to use any appropriate title. The listed title definitions include:
(MGR) – The Manager is a person hired to perform the management functions of a manager-managed LLC. This person may or may not be an LLC member
(AMBR) – The Authorized Member is an owner of the LLC
(AP) – An Authorized Person is someone authorized to execute and file records on behalf of the LLC. The Authorized Person is typically an attorney or accountant.
Step 9: Sign & Date the Articles of Organization
An authorized representative will need to confirm the information included in the Articles of Organization is correct and sign the document, along with sending the filing fee.
You’ve filed your Florida LLC Articles of Organization! Now what?
With the LLC filing out of the way, there are a few additional steps that will need to be taken care of. Below is a list of some of the tasks to consider.
Prepare a Florida LLC Operating Agreement
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
Florida State Law Statute § 605.0105 states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.
Related: How to Apply for an EIN