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.
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.
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.
A Florida LLC is created 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.
An LLC operating agreement is not required in Florida, but is highly advisable. This 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 the LLC will be managed. 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 an operating agreement is created, it need not be filed with the Articles of Organization.
All of the paperwork and procedural steps to start a limited liability company can be done online using Nolo's Online LLC Formation service.
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. See Nolo's article How to Get a Small Business License in Florida.
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 Florida LLC tax registration, see Nolo's article Florida LLC Annual Filing Requirements.
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.
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.