What is a Florida LLC?
A Florida LLC is a specific classification for businesses in Florida which limits the risk and liability of its owners by providing legal protection for personal assets. It’s distinct from a corporation in that it isn’t beholden to shareholders, and instead comprises a single member or group of members.
This means that beautiful, sunny Florida isn’t merely a premier vacation destination. With competitive business tax rates and access to a highly skilled labor market, it’s also among the best states to form an LLC, or limited liability company.
If you have that entrepreneurial spirit, keep reading to learn everything you ever wanted to know about forming a Florida LLC.
How to Form an LLC in Florida
Whether you dream of transforming your passion into profits, or simply wish to go into business for yourself, starting an LLC in Florida is straightforward (with minimal red tape). However, there are a few steps you need to take toward becoming your own boss.
When forming an LLC in Florida, you’ll need to:
- Choose the right name for your Florida LLC
- Select your members, managers, and authorized representatives (as applicable)
- Decide on a management structure
- File the appropriate documents
- Register with all relevant local, state, and federal agencies
- Procure any applicable licenses and permits
The state of Florida offers a convenient online resource to help you navigate LLC formation via the official Division of Corporations website.
1. Create a Name for Your LLC
Perhaps the single most important decision you’ll make when starting your Florida LLC will be choosing the perfect name for your business.
There are over 1.3 million active domestic LLCs in Florida as of this year — a massive number of uniquely named companies.
Don’t waste time filling out all of the necessary paperwork only to be denied registration because someone has already claimed your LLC name. Instead, perform a quick records search through the Division of Corporations business entity database.
Bear in mind that Section 605.0112 of the Florida Revised Limited Liability Company Act states that the name of an LLC must adhere to the following conventions:
- The words “limited liability company” or the abbreviations “L.L.C.” or “LLC.” must be present.
- The name must be distinguishable from the names of all other entities or Florida LLC filings on record.
- The name may not be misleading. For instance, it can’t imply that the LLC is an official government agency.
2. Select Your LLC Members
With your Florida LLC name secured, it’s time to contact all applicable members joining your business entity. A person may become a member of your LLC even if they don’t acquire a transferable interest in it, or make any contributions (financial, service-related, or otherwise) to the LLC.
If you want your LLC to have more than one member upon formation, they must agree to become members before the formation of your company — pursuant to Section 605.0401 of the Florida Statutes. Such business entities are known as “multi-member limited liability companies” and are considered a general, limited, or limited liability partnership for federal income tax purposes.
If you want to add members after the formation of your LLC, you must provide a process for doing so within the operating agreement, or receive consent from all members.
All other LLCs are considered “single-member limited liability companies.”
3. Choose Your Management Structure
Under Section 605.0407 of the Florida Revised Limited Liability Company Act, all LLCs are considered a “member-managed LLC” whether it consists of a single member or multiple members.
If you wish to conduct business as a “manager-managed LLC,” your operating agreement or articles of incorporation must explicitly state one of the following:
- your LLC is or will be manager-managed
- your LLC is managed by managers
- LLC management is or will be vested in managers
In a member-managed LLC, the decision-making process and all managerial conduct is exclusively handled by its members.
The following rules apply to all member-managed LLCs in Florida:
- Each member has the right to vote on the company’s activities and affairs.
- Each vote is proportionate to that member’s current percentage or interest in the LLC’s profits.
- A vote is required by members with a majority-in-interest (those who hold more than 50% of the then-current percentage or other interest in the profits of the LLC) for the LLC to undertake most acts.
A manager-managed LLC designates a single manager or group of managers to conduct its activities and affairs. A manager doesn’t have to be a current member of the LLC to be selected.
Section 605.04072 of the Florida Statutes states that a manager may be selected at any time by the consent of the member or members with a majority-in-interest in the LLC, and they can also only be removed in a similar fashion.
4. Draft Your LLC Operating Agreement
Florida doesn’t require an LLC to have an operating agreement. However, while not entirely necessary for single-member LLCs, drawing up an LLC operating agreement is encouraged for LLCs with multiple members.
An LLC operating agreement allows members to detail the scope, function, and limitations of the company. Additionally, the Florida Revised Limited Liability Act maintains that an LLC operating agreement governs:
- The relationship between the members themselves as well as the members and the LLC itself
- The manager’s responsibilities
- The LLC’s affairs and conduct
- How the operating agreement can be amended
5. Assign a Registered Agent
After naming the members and drafting your LLC operating agreement, you must designate the registered office and agent for the LLC.
A registered agent is responsible for receiving legal documents — processes, notices, and demands — on behalf of the LLC. The LLC cannot serve as its own registered agent.
The registered office must be a physical address in Florida, and may be at the same address as the place of business — be it a storefront, office building, etc.
The registered agent must meet the following criteria as stated in Section 605.0113 of the Florida Statutes:
- Must be an individual who resides in the state of Florida and whose business address matches the registered office; or
- Must be a foreign (out of state) or domestic (Florida-based) entity authorized to conduct business in Florida and whose address matches the registered office.
Registered agents must file a written statement with the Florida Division of Corporations, acknowledging they understand and accept the obligations of being an agent.
6. File Your Articles of Organization
Once you’ve determined the management structure of your future company, reached an agreement with any members joining you, and created your LLC operating agreement, you can file your articles of organization.
Articles of organization are a set of formal documents that identify and provide information on the prospective LLC.
Pursuant to Section 605.0201 of the Florida Statutes, the following information must be included in your articles of organization:
- The name of the LLC
- The street and mailing address(es) of the principal office of the LLC
- The name, Florida address, signature, and written acceptance letter of the initial registered agent
- The professional purpose of your LLC
- The names and addresses of each person authorized to manage the LLC
- Signature of a member or their authorized representative
You should submit a cover letter containing the filer’s name, address, and telephone number along with the articles of organization.
You can file your Florida articles of organization online on the Division of Corporations website or by submitting a completed application via mail or in person:
- Mailing address: New Filing Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314
- In person location: New Filing Section, Division of Corporations, Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301
7. Apply for an Employer Identification Number
Unless your Florida LLC qualifies as a sole proprietorship, or you’re the only employee of a single-member LLC, you’ll need to apply for an employer identification number (EIN).
An EIN is assigned by the Internal Revenue Service and is used to maintain the tax accounts of a business — similar to an individual’s Social Security Number.
Your LLC will need an EIN to:
- Pay employees
- File business tax returns
- Open a business bank account
Apply for your EIN through the official IRS website.
8. Obtain All Licenses, Permits, and Tax Information
The final step in the formation of your Florida LLC is obtaining the required licenses and permits. The necessary licenses and permits are determined at the local, state, and federal level. Your LLC will not legally be allowed to conduct business without the proper authorization.
For example, a coffee shop or restaurant likely needs a health permit. Your local bar or pub has to apply for an alcohol license.
Not all business entities need to apply for a permit or license, however — be sure to research your specific industry and location.
Florida LLC License and Permit Departments
The United States Small Business Association has compiled a helpful list of federal certifications.
For more information on state and local licenses and permits, visit:
- This agency regulates everything from barbers and electrical contractors to interior designers and veterinarians.
- This department regulates businesses such as gyms, vehicle repair garages, and pawn shops, in addition to certifying most food, agricultural, and livestock businesses.
- Contact your local county clerk’s office for information on the specific licenses and permits required for your district.
Florida LLC Filing Fees
The filing fee for the designation of a registered agent and the articles of organization of a new Florida LLC is $125.00.
If you would like to receive a certified copy of your articles of organization or a certificate of status (both are optional), they’re $30.00 and $5.00 respectively.
To maintain its active status, a Florida LLC must file an annual report regarding all activities of your company throughout the previous year. The filing fee for an annual report is:
- $538.75 if you file late (after May 1)
Information on additional Florida LLC filing fees can be found on the Florida Division of Corporations Limited Liability Company Fees webpage.
State & Federal Tax Information
Be sure that your new business remains compliant with all applicable state and federal tax requirements — visit: