Frequently asked questions about starting and running an LLC, or limited liability company.
A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.
Here are the steps you need to take to form an LLC in Florida. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.
Your LLC's name must be recognizably different from the names of other business entities already on file with the Florida Division of Corporations. You can check names for availability by searching the state's business name database. However, you can't reserve a name before organizing your LLC.
Under Florida law, an LLC name must contain one of the words:
The word "Limited" can be shortened to "Ltd." and "Company" may be abbreviated as "Co."
Every Florida LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC's behalf someone sues the company. A registered agent can be either an individual resident or business entity that is authorized to do business in Florida, so long as the agent has a physical street address in Florida.
You can create a Florida LLC by filing Articles of Organization with the Florida Division of Corporations.
The articles must include:
The filing fee is $125. The articles may be filed online or by mail.
You are not required to have an LLC operating agreement in Florida, but is highly recommended. This is an internal document that establishes how you will run your LLC. It sets out the rights and responsibilities of the members and managers, including you will manage your LLC. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.
For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo). If you create an operating agreement, you do not need to file it with the state.
If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must get an EIN only if your LLC will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You can apply for an EIN by completing an online application on the IRS website. There is no filing fee.
All Florida LLCs must file an Annual Report to maintain "active" status. Your LLC's first report is due the year after you form the company. You can file the report online between January 1st and May 1st. The fee for the annual report is $138.75. After May 1st, a $400 late fee is added to the annual report filing fee. "Annual Report Reminder Notices" are sent to the LLC's email address you provided to the state.