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The Limited Liability Company (LLC) is a popular business entity choice structure for many businesses starting in Florida. The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Florida without an attorney.

Unlike a sole proprietorship or partnership where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.

Related: How Does an LLC Protect You?

Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.

Forming an LLC in Florida is something most people can do on their own, but it’s nice to have some support in case you have questions or get stuck.  IncFile and Inc Authority provide LLC formation guidance for only the cost of the state fees!

The LLC filing fee from the Department of State, Division of Corporations is $125 and approval of the LLC is typically between 5 – 10 days.

HOW TO FILE THE ARTICLES OF ORGANIZATION AND FORM A FLORIDA LLC

The steps for filing online or by mail are largely the same.  The screenshots show filing online.

To get started either file with the Florida Department of State to file online or download the Florida LLC Articles of Organization.

How to File a Florida LLC

 

Step 1: Filing Information

Effective Date – You may list an effective date if you would like the Limited Liability Company’s existence to become effective on a date other than the date it is filed by the Florida Department of State. 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.

The entities first annual report form will be due January 1st of the calendar year following the year of formation. If a Limited Liability Company is created late in the calendar year and it doesn’t expect to begin business until after the beginning of the following year, delaying the start will save money.

If the effective date is in the next calendar year, it will delay the requirement to file an annual report until the following calendar year. Example: An LLC is formed December 1, 2018. If it added an effective date of January 1, 2019, the first annual report would not be due until January 1, 2020. If the LLC files December 1, 2018, the first annual report would be due January 1, 2019.

Florida LLC Filing Information

Limited Liability Company Name

There are a few state requirements regarding the naming of an LLC.  One is the entity designator.  The legal name of the LLC must include one of the following at the end of the business name:

  • Limited Liability Company
  • LLC
  • L.L.C.

The name of the LLC has to differ from other entity names in the state of Florida.  Learn more about searching available LLC names in Florida.

See the full list of Florida LLC name requirements before finalizing your name.

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

Before selecting a business name, you may also want to see if a domain name is also available to have a matching website address.

Step 2: Principal Place of Business

In this section, enter the street address, city, state, zip code and country of the initial principal place of business.  This address can be the physical address of the LLC 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.

If you prefer to use a different address than the principal place of business for correspondence from the Department of State, enter that address in the mailing address field.  A PO Box is acceptable.

Florida LLC Principal Place of Business

Step 3: Name and Address of Registered Agent

To have an LLC in Florida, a registered agent must be identified.  The registered agent is either a Florida resident or a corporate agent registered with the state of Florida and must have a physical address in the state to act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.

Even though any individual can be the registered agent (business owner, member, friend, etc), their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.  Hiring a company to be the registered agent will reduce the number of unwanted phone calls and mailings.

Learn more about the requirements of a registered agent in Florida.

Florida LLC Registered Agent

Step 4: Any Other Provision(s) – Optional (Purpose, Statements, etc.)

This is an optional section and not used by most LLCs.  Here you would include a statement of purpose (what the business activities will be) or additional rules for the operation of the LLC.

Florida LLC Special Provisions

Step 5 – Correspondence Name and E-mail Address

The email in this field will be used for the Florida Department of State to send all correspondence, certified copies, and certificates of status pertaining to the LLC filing will be sent.

Florida LLC Email

 

Step 6 – Name and Address of Person(s) Authorized to Manage LLC

This section asks for the name and address of each manager or representative who is authorized to manage and control the company. 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 a 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.  Typically an attorney or accountant.

Florida Limited Liability Company Authorized Member

Step 7: Review

Review that all of the information has been entered correctly.

Step 8: Pay and File

Pay and file the Florida LLC Articles of Organization.

If mailing, send the form and a check or money order made payable to the Florida Department of State to:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

That concludes the basics of forming an LLC in Florida.  Remember even though you can do it yourself, there is more to an LLC than just the filing.  If you have questions, work with an attorney or a specialized entity formation company such as IncFile or Inc. Authority to make sure everything is done correctly.

 

If you have questions, contact the Florida Department of State, Division of Corporations.
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
850-245-6051
http://dos.myflorida.com/sunbiz/

Tasks After Forming Your LLC

Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.

Prepare an Operating Agreement

The operating agreement is a document that governs the framework of an LLC.  This document covers items like ownership rights, member responsibilities, how profits and losses are distributed and more.

Most states do not require an LLC to have an operating agreement but it is still worth considering. Without an operating agreement:

  • The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit
  • Member’s personal liability protection may be diminished
  • Members may not have a full understanding of their roles and responsibilities which could lead to costly disputes in the future

Related: Florida operating agreement template

Obtain an EIN

The EIN or Employer Identification Number is a unique 9-digit number for a business. Similar to a social security number for an individual, the EIN identifies business entities for tax purposes.  

The EIN will be needed in order to open a bank account, register for business licenses and permits, file tax returns, pay payroll taxes and more. 

Related: How to Apply for an EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account such as:

  • A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original formation paperwork from the state showing the creation of the LLC.
  • Driver’s licenses of the members.
  • Depending on the age of the LLC, a Florida Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.

Related: How to Open a Business Bank Account for your LLC 

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be a variety of business licenses and permits to register for before starting. Some common registrations include:

  • Business License – Some cities require businesses to obtain licensing before they can start. In some cases, even home-based businesses must have licensing in order to legally operate. 
  • Professional License – Certain services such as barbershops, accountants, salons and others must be licensed.
  • Sales Tax Permit – In order to sell products and certain services, registration with the Florida Department of Revenue will be necessary.

Related: What Business Licenses are Needed in Florida?

File Annual Reports

LLCs are required to file an annual report with the Florida Department of State.  The annual report updates ownership information and other details.

Related: How to File a Florida LLC Annual Report