How To Fill Out The Florida Articles of Organization
If you’re starting a new business in the state of Florida and want to form a Limited Liability Company, it’s important to understand how to properly file your Articles of Organization.
Steps To Fill Out The Florida LLC Articles Of Organization
The Articles of Organization are a legal document filed with the Florida Department of State – Division of Corporations that officially launches your new LLC into existence.
I’ll walk through the process of filling out the Articles of Organization online.
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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 Division of Corporation’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: Optional Fees
In the next screen, the state filing fee is shown along with two optional forms that you can choose.
Certificate of Status: Proves the LLC is in good standing with the state. Generally, this document would be requested when opening a bank account, getting a loan, or registering with a vendor.
In most cases, a screenshot from the Department of State will be sufficient or the recently filed Articles of Organization will be sufficient (within the first year of the LLC’s existence), however sometimes an official document from the state will be needed. This isn’t a document to get just in case you will need it later, as most requesters will require that it be within the last 90 days or less.
Certified Copy: A certified copy of the Articles of Organization can be requested. Some banks will request one when opening an account. Also if you are registering to sell to the government, a certified copy is often required.
Step 3: 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
Step 4: 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 5: 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 6: 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 a hired registered agent service.
Enter the name of the individual or registered agent service, along with their address in the box. It’s critical that the agent knows they are signing up to be the registered agent and accept the responsibility of being the agent.
Step 7: 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 8: Notice of Annual Report
This section is an announcement of the annual report and there is nothing to fill in.
The LLC’s first annual report will be due between January 1st and May 1st of the calendar year following the year the LLC is formed and must be filed online. So, if your LLC is filed on January 30, 2023, then the first annual report will be due between January 1st and May 1st, 2024.
Step 9: 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.
Next, the form requires a signature from a member or an authorized representative of the LLC.
Step 10: 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 12: Review and File the Articles of Organization
Finally, you will review the information provided to ensure it is correct, pay the state fee and file the Florida Articles of Organization.
Florida LLC FAQs
How much does it cost to form an LLC in Florida?
The state filing fee to form an LLC in Florida is $125.
How long does it take to get an LLC entity set up in Florida?
It normally takes 1-2 business days for the state to process the online submission of the Articles of Organization and 7-10 days when filing by mail.
Expedited processing is also available for an additional fee.
Which business licenses are required for Florida?
The requirements for business licenses and registrations in Florida vary depending on what the business does and where it’s located.
Here is a list of common business licenses in Florida.
Can you be your own registered agent in Florida?
A business owner can be the LLC’s registered agent, provided they are an adult, and will be at an address within the state during normal business hours.
Related: What is a Florida registered agent?
Does Florida require an LLC to have an operating agreement?
Florida Law, Statute § 605.0105, states that a Florida 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.
Do you have to publish your LLC in Florida?
There are no publication requirements for LLCs in Florida.
Do Florida LLCs need an EIN?
Only Florida LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (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).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the owner.
Related: How to Apply for an EIN
Should I use an LLC formation service or do it myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.