The Limited Liability Company (LLC) is a popular business structure for many new businesses starting in Florida. The LLC provides asset 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 can be both affordable and is simple enough for most people to do on their own.  That said, it’s not a bad idea to have a legal professional like IncFile or IncAuthority help along the way to make sure everything was done correctly.

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

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

The steps for filing by mail or online filing of the Articles of Organization are mostly the same.  The screenshots show the online application.

To get started, either file with the Florida Sunbiz website 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 the Florida Department of State files it. The effective date can be up to 5 business days before the date of submission or up to 90 days after the date of receipt.

The entity’s first annual report form will be due January 1 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 on 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.  Under Florida law, 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.

Another requirement is the name must not imply the entity is connected with a government agency or municipality.

The name of the LLC also 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.

If you ever need to operate multiple names under the LLC, you can file a Doing Business As (DBA) with the Department of State for a small fee. 

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 of the principal office 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 Post Office 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.  Here, a PO Box is acceptable.

Florida LLC Principal Place of Business

Step 3: Name and Address of Registered Agent

In Florida, there must be a registered agent selected to act as the primary point of contact to receive service of process on behalf of the LLC. Service of process refers to the legal process of notifying a business that legal action has been taken against it.  The LLC will be sent notices such as tax documents, summons, subpoenas, and other important legal documents to a central person, so the LLC has sufficient time to prepare and respond.  

The requirements to be a registered agent are pretty simple.  They can either be an individual or business entity (such as a registered agent service) with a physical presence in the state and is available to receive service of process during normal business hours.

Even though any individual can be the registered agent (company owner, member, friend, etc.), personal information like their name and home 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 about the management structure of the LLC along with the name and address of each manager or representative who has the management authority of the company. There are three choices listed, but you are free to use any appropriate title.  The listed title definitions include:

  • (MGR) – A 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 or managing member
  • (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 & Sign

Review that all of the information has been entered correctly. An authorized representative of the LLC will need to sign. 

Step 8: Pay and File

Pay and file the Florida LLC Articles of Organization. Payment can be made by check

You will have an option to get a Certified Copy of the Florida Articles of Organization for $30 and/or a Certificate of Status for $5.  These usually aren’t necessary, but if they ever are needed, you can contact the Department of State to have them sent at any time.

If mailing, send the form, a cover letter (which includes the applicant’s name, address, email, daytime number, and the LLC’s name) and a credit card or a check or money order made payable to the Florida Department of State to:
Registration Section
Florida 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.  

A confirmation letter and filed formation documents will be sent, usually in 5 to 10 business days, which will include details like the name of the LLC, document number assigned by the state, and the filed date. 

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 LLC Operating Agreement

The operating agreement is a legal document that governs the operating procedures of a Limited Liability Company.  This document covers items like membership interest, member responsibilities, voting rights, how profits and losses are distributed and, more.

A Florida LLC Operating Agreement is not required by the state 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 (sometimes referred to as the Federal Employer Identification Number, FEIN, Federal Tax Identification Number or Tax ID Number) is a unique 9-digit number for a business entity that is assigned by the Internal Revenue Service.  The EIN is similar to a social security number for an individual but instead 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

Elect the LLC’s Form of Federal Income Taxation

One of the major benefits of the Limited Liability Company is the tax flexibility it provides.  When applying for the Employer Identification Number, you will choose how the entity will be taxed for federal income tax purposes. While there are some limitations, an LLC may be classified for federal income tax purposes as a:

  • Sole proprietorship
  • General Partnership
  • C-corporation
  • S-corporation

While this may sound confusing, this is referring to the way the LLC is taxed, not the legal structure.

Related: How can an LLC be taxed?

By default, pass through taxation is given to LLCs. This means instead of the LLC paying taxes on profits, the business income, and expenses or losses flow through to the member’s personal income tax return.

A single member LLC will, by default, be taxed as a sole proprietorship. The members can elect to be taxed as a C-corporation or an S-corporation tax structure.

A multiple member LLC will be default be taxed like a general partnership. The members can elect to be taxed as a C-corporation or an S-corporation. Also, there is no limit to the number of members. 

In general, the difference between being taxed as a corporation and being taxed as a sole proprietorship or partnership the profits and losses are passed to the member’s federal income tax returns based on their percentage of business ownership.  As a result, the company owners will pay income tax and self-employment taxes on all business profits.  As an alternative, electing to be taxed as a corporation allows the members to take a reasonable salary and then pay payroll taxes.  Any remaining profits are distributed and aren’t subject to payroll taxes, resulting in potential tax savings.  

Before electing how your LLC will be taxed, be sure to talk with an accountant to assess which one will be best for you. 

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. Some common registrations include:

  • Business License – Licensing requirements vary by city.  Some cities require businesses to obtain licensing before they can start and some don’t, so it’s important to research the required licenses before starting. 
  • 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 (Form DR 1, Florida Business Tax Application) will be necessary.

Related: What Business Licenses are Needed in Florida?

File Annual Reports

One of the regulatory requirements of remaining in active status with the Department of State is filing a Florida LLC annual report.  This report updates ownership information and other details.

In order to avoid a late fee, be sure to file between January 1st and May 1st of the year after forming the LLC.

Related: How to File a Florida LLC Annual Report