To form an LLC in Florida, here's everything you need to know.
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.
1. Choose a Name for Your LLC
Under Florida law, an LLC name must contain the words "Limited Company" or "Limited Liability Company," or the abbreviations "L.C." or "L.L.C." The word "Limited" can be shortened to "Ltd." and "Company" may be abbreviated as "Co."
Your LLC’s name must be recognizably different from the names of other business entities already on file with the Florida Division of Corporations. Names may be checked for availability by searching the Department of State: Division of Corporations business name database. You may not reserve a name before organizing your LLC.
2. File Articles of Organization
A Florida LLC is created by filing Articles of Organization with the Florida Division of Corporations.
The articles must include: the LLC's name and address; the name, address, and signature of the LLC’s registered agent; the names and addresses of the LLC’s managers; the effective date of the LLC (if other than date of filing).
The filing fee is $125. The articles may be filed online or by mail.
3. Appoint a Registered Agent
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 if it is sued. A registered agent may be either an individual resident or business entity that is authorized to do business in Florida. The registered agent must have a physical street address in Florida.
All of the paperwork and procedural steps to start a limited liability company in Florida can be done online using Nolo's Florida Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Florida, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
None.
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: 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 obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. On the state’s MyFlorida.com website you can find more information about business licenses.
Register with Department of Revenue: In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Florida Department of Revenue (DOR). For most state tax purposes, you can register either online or on paper (using Form DR-1, Florida Business Tax Application). For more information on state LLC tax registration, see Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Annual Reports
All Florida LLCs must file an Annual Report yearly to maintain “active” status. The first report is due in the year following formation. The report must be filed 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 provide when you submit this document for filing.
8. Foreign LLCs Doing Business in Florida
All LLCs organized outside of Florida must register with the Florida Secretary of State to do business in Florida. Foreign LLCs must appoint a registered agent for service of process physically located in Florida. To register, file a Qualification of Foreign LLC with the Florida Department of State Division of Corporations. The completed application must be accompanied by a Certificate of Existence from the foreign LLC’s home state, dated no more than 90 days prior to the filing of the certificate.
The filing fee is $125.
Before filing, make sure the LLC’s name is available in Florida by checking the Florida Division of Corporations business name database. If the name is not available, the foreign LLC must adopt an alternate name for use in Florida and submit a signed copy of the consent or resolution of its managers or managing members adopting the alternate name.
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