How to Form a Single-Member LLC in Florida

If you own a business by yourself and you want to form a limited liability company (LLC), you can create a single-member limited liability company (SMLLC) in Florida. In general, you'll form an SMLLC the same way you'd form an LLC. When registering your Florida SMLLC, you must follow Florida's Revised Limited Liability Company Act.

While situations might differ, in general, you can follow the steps below to form your Florida SMLLC.

1. Name Your SMLLC

Florida has a few rules regarding the name of your SMLLC. For instance, your SMLLC's name must:

• contain the words "Limited Liability Company" or the abbreviations "L.L.C." or "LLC," and
• be distinguishable from the names currently registered or reserved with the Florida Department of State (DOS).

(Fla. Stat. § 605.0112 (2023).)

Check to make sure the name you want is available by doing a records search on the DOS's Division of Corporations website (known as "Sunbiz.org"). You can do a search of business names, trademark names, and fictitious business names (also known as "DBAs").

Before you register your business, you can reserve your business name for 120 days. Unlike most states, Florida doesn't have a way to reserve a business name online or through a designated form. Instead, to reserve a name, you must submit a letter to the DOS. In your letter, you should specify the name you want to reserve along with your name and address. As of 2023, the filing fee is $25 for LLCs. (Fla. Stat. § 605.01125 (2023).)

2. File Articles of Organization

When you're ready to form your SMLLC, you must submit articles of organization to the DOS. To complete the articles, you must provide the following information:

• the name of your new SMLLC
• the street and mailing address of the SMLLC's principal office, and
• the name, street address, and written acceptance of the SMLLC's registered agent.

(Fla. Stat. § 605.0201 (2023).)

Your articles can—but don't have to—specify whether your SMLLC will be member-managed or manager-managed. An SMLLC that's member managed will be managed by its sole member (you). An SMLLC that's manager-managed will be managed by a manager, which can either by you or someone outside the SMLLC (a nonmember). If your LLC will be member-managed, you can list the name and address of the SMLLC's member. If your LLC will be manager-managed, you can list the name and address of the SMLLC's manager. (Fla. Stat. § 605.0201 (2023).)

Every Florida SMLLC must have a registered agent—that is, someone who'll accept legal papers on behalf of your SMLLC. Your registered agent can be an individual Florida resident, a Florida business, or an out-of-state company authorized to do business in Florida. The registered agent must have a physical street address in Florida. You, as an individual, can serve as your SMLLC's registered agent as long as you have a Florida street address. (Fla. Stat. § 605.0113 (2023).)

You can file your articles of organization online through the Sunbiz website. You can also complete and mail in a blank articles of organization form (Form CR2E047). As of 2023, the filing fee is $125. This fee includes the $100 articles of organization filing fee and the $25 fee to designate a registered agent.

All of the paperwork and procedural steps to start an SMLLC in Florida can be done online using our online LLC formation application.

3. Prepare an Operating Agreement

Like most states, Florida doesn't require SMLLCs to have an operating agreement. While not required, having an operating agreement that establishes rules for the SMLLC is important. The agreement typically covers the member's rights, duties, and obligations, as well as the SMLLC's management structure. If the SMLLC will be manager-managed, then the agreement should provide separate rights, duties, and obligations for the manager.

Under Florida law, if you don't state in your articles of organization or operating agreement that your SMLLC will be manager-managed, then your SMLLC will be treated by default as member-managed. (Fla. Stat. § 605.0407 (2023).)

If your LLC will be member-managed or you'll act as the manager, it might seem unnecessary to create an agreement. But having an agreement in place can help show that you and your SMLLC are separate entities. While an LLC provides its members with limited liability, this protection can be eroded under some circumstances. An operating agreement can help protect your limited liability. Having an agreement can also be useful with lenders and other businesses when entering into business transactions.

If you'd like some more guidance with creating an SMLLC operating agreement, check out Nolo's Guide to Single-Member LLCs, by David M. Steingold (Nolo).

4. Do You Need an EIN?

Typically, if you don't have employees, then you don't need to get a federal employer identification number (EIN) for your SMLLC. However, some SMLLCs need to obtain an EIN. If you'll have employees or if you choose to have your SMLLC taxed as a corporation (instead of keeping its default tax status of disregarded entity), then you'll need to apply for an EIN with the IRS.

Complete the IRS's online application on its website to get your EIN. There's no filing fee.

Even if you're not required to have an EIN for your business, it can make sense to apply for one. Oftentimes, banks will require your business to have an EIN if you want to open a business bank account. Additionally, some suppliers, providers, or other companies you do business with could require an EIN to process payments.

5. Register With the Department of Revenue

Some business will need to register with the Florida Department of Revenue (DOR). For instance, if you plan to have employees or sell goods and collect sales tax, you must register with the DOR to pay your business taxes.

You can register your business online using the Florida Business Tax Application. The application will ask you some questions to determine which taxes you need to register for. The DOR provides a registering your business handout that walks you through the process to register your business. This document gives a detailed look at when and how to file and which applications you should use.

For more on Florida tax registration requirements, see our article on LLC annual report and tax filing requirements in Florida.

6. Apply for Business Licenses

Depending on your business's industry, location, and operations, you could need to obtain local or state business licenses, permits, and registrations for your SMLLC. For instance, you might need to apply for licenses, permits, and registrations related to:

• your profession or occupation
• specific goods or services you'll sell or provide
• an assumed or fictitious name for your business, and
• health and safety matters.

Learn more about which licenses and permits your business might need in our article on how to get a small business license in Florida.

7. File Your Annual Report

The State of Florida requires LLCs (including SMLLCs) to file an annual report. You can file your report online on the Sunbiz website. To complete the report you mainly just need to confirm or update your business's information. This information includes your business's addresses, your registered agent, and the people authorized to manage your SMLLC.

The annual report is due each year by May 1. As of 2023, the filing fee for LLCs is $138.75. Be sure to file on time. There's a hefty $400 penalty for reports filed late.

Getting Help Forming Your SMLLC in Florida

Florida provides helpful information on its department websites. For example, the Division of Corporations has a helpful frequently asked questions page that provides details on how to search for and reserve a business name and register an LLC. Using free and inexpensive resources, many business owners can start an SMLLC on their own. But if you have legal questions specific to your business or situation, you can consult a Florida business attorney.

For additional guidance on forming and running your SMLLC, see the single-member LLC section of our website.