Frequently asked questions about starting and running an LLC, or limited liability company.
If you form a limited liability company (LLC) in Florida, you can take advantage of the legal business structure's many benefits. An LLC combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. An LLC also protects you, the owner, from being personally liable for the business's debts.
Here are the steps you need to take to create an LLC in Florida. For more information on how to form an LLC in any state, check out our article on how to start an LLC.
When choosing a name for your LLC, you should pick one that's unique and marketable. Florida, like many states, requires your LLC name to be recognizably different from the names of other business entities already on file with the Florida Department of State's Division of Corporations (DOC). However, your name doesn't need to be different from fictitious name registrations, general partnership registrations, and limited liability partnership statements. (Fla. Stat. § 605.0112 (2023).)
You can check to see whether the name you want is available by searching the state's business name database.
Under Florida law, an LLC name must contain one of the following words:
(Fla. Stat. § 605.0112 (2023).)
You can reserve a name before organizing your LLC. Florida has an unusual name reservation process. You can only reserve a business name by sending a letter to the DOC. If the DOC decides the name is available for use, it'll hold it for you for 120 days. (Fla. Stat. § 605.01125 (2023).) As of 2023, there's a $25 fee to reserve a name for LLCs.
Every Florida LLC must have an agent for service of process in the state—commonly called a "registered agent." A registered agent is an individual or business entity that agrees to accept legal papers on the LLC's behalf if someone sues the company. A registered agent can be either an individual resident or a business entity that's authorized to do business in Florida. The agent must have a physical street address in Florida. (Fla. Stat. § 605.0113 (2023).)
You can create a Florida LLC by filing articles of organization with the DOC.
The articles must include:
While not required, you have the option of indicating whether your LLC will be member-managed or manager-managed. (Fla. Stat. § 605.0201 (2023).)
The articles can be filed online using the DOC's e-file system. Alternatively, you can complete and mail an articles of organization form to the DOC. As of 2023, the filing fee for LLC articles of organization is $125.
You're not required to have an LLC operating agreement in Florida. But it's still strongly recommended that you create one. An operating agreement is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how you'll manage your LLC. This document can also help preserve your limited liability by showing that your LLC is truly a separate business entity from the owners. In the absence of an operating agreement, state LLC law will govern how your LLC operates.
Other tax and regulatory requirements might apply to your LLC, including:
EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if either you elect to have your business taxed as a corporation instead of a sole proprietorship (disregarded entity) or your single-member LLC has employees. You can get an EIN by completing an online EIN application on the IRS website. There's no filing fee.
Business Licenses. Depending on its type of business and where it's located, your LLC might need to obtain local and state business licenses or permits.
Florida Department of Revenue. If you have employees or will be selling goods and collecting sales tax, you'll need to register with the Florida Department of Revenue (DOR). You can register your business online at the DOR website. For more information on Florida LLC tax registration, check out our article on Florida annual tax and LLC filing requirements.
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. Each annual report is due between January 1 and May 1. (Fla. Stat. § 605.0212 (2023).)
You can file the report online. As of 2023, the fee for the annual report is $138.75. If you file after May 1, a $400 late fee is added to the filing fee.
Check out the Florida Department of State's starting a business in Florida webpage, provided by the Division of Library and Information Services. This page has a list of tasks you need to complete to start your Florida business with links to government websites and resources. These resources include a Registering Your Business form, a Small Business Resource Guide, and a startup kit for small business owners.
If you'd like legal help that's personalized to your business, talk to a Florida business lawyer. They can help you file your formation paperwork, draft your governing documents, and apply for the necessary licenses and permits.