How to Start an LLC in Florida

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Florida LLC Quick Facts

Florida LLC Costs

Initial LLC Filing Fee – $125

 

Recurring Fee: Annual Report – $138.75

 

LLC Processing Time

By Mail: Typically 5-10 business days

Online: 1-2 business days

 

Expedited processing is also available for an additional fee.

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Let IncFile or IncAuthority guide you through the LLC formation process, so you know everything was done right. Only pay state fees!

Quick Reference

The Limited Liability Company (LLC) is a popular business entity choice structure for many businesses starting in Florida. The LLC provides advantages like personal asset protection and 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 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, management flexibility, and fewer formalities (such as no required annual meetings) than the corporation.

Costs to Form a Florida LLC

The LLC filing fee from the Department of State, Division of Corporations is $125, and approval of the LLC is typically between 5 – 10 business days when filing by mail or 1-2 business days when filing online.

Guide to Forming an LLC in Florida

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

Forming an LLC can be both affordable and is something most people can do themselves. Entity formation companies like IncFile or IncAuthority help guide you through the process and make sure there are no mistakes.

Related: Should you use a Formation Service, Hire an Attorney or Do it Yourself?

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

If the effective date is in the next calendar year, it will delay filing an annual report until the following calendar year. Example: An LLC was formed on December 1, 2019. If it added an effective date of January 1, 2020, the first annual report would not be due until January 1, 2021. If the LLC files December 1, 2019, the first annual report would be due January 1, 2020.

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 words or abbreviations 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 how to do an LLC name search in Florida.

The use of some words in the LLC name is prohibited including those that may infer a federal, state, or municipal government agency. There are additional restrictions against certain using words in the name related to professions such as attorneys, locksmiths, banks, etc, unless additional paperwork is filed to be registered to provide such services.

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.

If you plan to use a different name from the one that you register (perhaps you want to run multiple businesses under the LLC), you can use a fictitious business name, assumed name, or DBA (for Doing Business As name).  To register a fictitious name, the Application for Registration of Fictitious Name, along with the $50 filing fee will need to be sent to the Florida Division of Corporations. Renewals will be needed every five years.

Before selecting a business name, you may also want to check the name availability of 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 business’s initial principal office.  This address can be the LLC’s physical address, 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 for service of process must be identified.  The registered agent is either a Florida resident or an entity registered with the state of Florida. The registered agent must have a physical street address in the state (no P.O. Boxes are allowed) and they act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc. on behalf of the LLC. Enter the registered agent’s name, address, and signature in the fields.

You are not required to pay for a Florida registered agent. Any individual meeting the requirements can be the agent, however, the agent’s 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 or still employed.  Hiring a registered agent service like Northwest 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 by the Florida Department of State to send all correspondence, certified copies, and certificates of the status.

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 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.  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
Florida Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

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

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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 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 fully understand their roles and responsibilities, which could lead to costly disputes in the future.

Related: Florida LLC operating agreement template

Obtain an EIN

The EIN or Employer Identification Number (also called a Federal Employer Identification Number, FEIN, or Federal Tax Identification Number) is a unique nine-digit number assigned to a business by the Internal Revenue Service (IRS). 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 hire employees, open a bank account, register for business licenses and permits, file tax returns, and more.

There is no cost for the EIN when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.

Related: How to Apply for an EIN

Elect the LLC’s Form of Federal Income Taxation

One of the significant 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 on its earnings for federal income tax purposes. While there are some limitations, an LLC may be classified for federal income tax purposes as a:

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

While this may sound confusing, this refers to how the LLC is taxed, not the legal structure.

Related: How can an LLC be taxed?

By default, the taxation of an LLC is called pass-through taxation, which means the profits or losses of the LLC flow through to the members.

Single-member LLCs will, by default, be taxed as a sole proprietorship. The members can also elect to change the tax treatment to a C-corporation or an S-corporation.

Multi-member LLCs will, by default, be taxed as a partnership. The members can also elect to change the taxation to a C-corporation or an S-corporation.

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 ownership.  As a result, the owner will pay self-employment taxes on all business profits. Florida is one of a few states with no state income tax for individuals and LLC owners are not required to pay taxes on their business income to the state of Florida.

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. Corporate tax can be quite complicated and the C-corp may be a disadvantage for many as there is double taxation.

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 LLC members.
  • Depending on the LLC age, a Florida Certificate of Status 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 various business licenses and permits that will be needed. Some common registrations include:

  • Business License – Some cities require businesses to obtain licensing before they can start.
  • Professional License – Certain services such as barbershops, accountants, salons, and others must be licensed.
  • Sales Tax Permit – 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 the Annual Report

LLCs are required to file an annual report with the Florida Department of State and updates ownership information and other details. The annual report fee is $138.75 and is due the first year following the LLC formation, between January 1st and May 1st.  If the report is filed after May 1st, a $400 late fee is added to the cost.  If not filed and paid by the 4th Friday in September, the state will dissolve the LLC.

Related: How to File a Florida LLC Annual Report