How to Form a Florida LLC
A limited liability company or "LLC" is a business entity with characteristics of a corporation and elements of a partnership. Entrepreneurs enjoy personal liability protection and a flexible tax structure. If you decide that an LLC is the best legal structure for your Florida business, follow along with the six easy steps below to create your Florida LLC.
Steps to Form an LLC in Florida
Name Your LLC
When you start an LLC, it's important to have a unique and memorable name to identify your business and drive sales. You may already have a name in mind for your new business, but you should check for availability before you commit to one. There are also some naming rules that Florida LLCs need to follow.
First, you should run a name search on the Division of Corporations' business name database. This will give you results of registered businesses in the state of Florida. If there are no matches on this database, you should do a quick screening search on the internet next. Type your desired name into your favorite search engine to see if another company is already using your name.
You should also check the U.S. Patent and Trademark Office (USPTO) if an internet search does not yield any matches. This will help you to avoid infringing on another company's trademark. The USPTO provides a searchable database of registered trademarks.
Finally, it's wise to check for domain name availability. Even if you don't launch a company website right away, it's a good idea to secure your domain name for future use.
After you have settled on a unique name, you need to make sure to follow Florida's naming laws. According to Florida's Revised Limited Liability Company Act, your LLC name must:
- Include the words "Limited Liability Company" or the accepted abbreviated forms "LLC" or "L.L.C.," "Ltd.," or "Co."
- Differ from the names of existing businesses
- Not imply that the business has a purpose other than the one listed in its articles of organization
- Not contain language that would confuse the LLC with a governmental agency, corporation, or other registered entity
Note that your company name must differ substantially from other Florida business names. For example, you cannot just add a suffix, punctuation, abbreviate a word, or make other minor changes to an existing company name. Your name must be distinct and not easily confused with other Florida businesses.
Get a Registered Agent
A registered agent accepts service of process if your LLC gets sued; the agent also accepts mail on the LLC's behalf. One of your company's owners or managers can be your own registered agent. However, the registered agent and registered office must have a physical address in Florida. And the mailing address must be a street address, not a P.O. Box.
If none of your owners or managers can act as your registered agent, you could consider hiring one. Many registered agent service companies provide this service for a small fee. If you have a business attorney, they may offer registered agent services too.
File Your Florida LLC Articles of Organization
Your articles of organization registers your Florida limited liability company with the Division of Corporations. This document must lay out these essential facts about your business:
- The LLC name
- The mailing address of the LLC's principal office
- Registered agent's name, address, and signature
- The LLC's purpose if it is a professional limited liability company
Although not required, you can offer the following information:
- Your LLC's management structure (member-managed or run by managers)
- Names and addresses of the LLC's managers or members
- Members' or managers' rights and responsibilities
It's a good idea to include this optional information. You may need to file these details with the state before financial institutions will open an account for your business.
Once you have written your articles of organization, file them with the Florida Division of Corporations. The filing fee is $125, payable with a credit card, debit card, or Sunbiz account. You can submit your forms and payment through the Florida Division of Corporations website. If you need a certified copy of your filing, you can request one for an additional cost.
Draft an Operating Agreement
An LLC operating agreement is a key legal document that all LLCs should have. You are not legally required to have an operating agreement in Florida. But financial institutions may ask for this document before they open a business bank account or offer a loan to your business. Potential investors, accountants, and other professionals may insist on seeing an operating agreement before doing business with your company.
Generally, a Florida LLC operating agreement should cover the following:
- Basic company information
- Your LLC's purpose
- Percentage ownership of each member
- Procedures for bringing in and releasing members
- The management structure, including the authority and responsibility of members and managers
- Dissolution procedures
The provisions in this agreement form a contract among the members of your LLC. If there is a conflict among members, this contract can help to resolve misunderstandings.
If you own a single-member LLC, you do not have to worry about member disagreements. But you should still have an operating agreement. A single-member LLC operating agreement may be necessary for banking and other professional services. Further, an operating agreement helps to establish the legitimacy of your LLC.
Get an EIN
You will also need to apply for an employer identification number (EIN) if you hire employees. An EIN is also known as a federal tax identification number. It's a unique number that identifies your business for tax purposes. In this sense, it's similar to a Social Security number for individuals. To get your EIN quickly and easily, you can file online via the Internal Revenue Service (IRS) website.
Set Up Business and Tax Accounts
When you start a new business in Florida, you must register for a state tax identification number and tax accounts for employees, sales, and unemployment. The Florida Department of Revenue has a business tax application to set up those accounts.
Your legal and tax requirements will vary depending on the type of business you operate. However, all businesses will have tax obligations of some sort. Florida has a tax guide for new business owners.
State Business Tax
Florida does not have a state tax on income from LLCs operating as pass-through entities. However, If you are an LLC classified as a corporation for federal income tax purposes, your LLC may file a corporate income tax return. The current state tax on corporate income is 5.5 percent.
State Employer Tax
If you have employees, you must set up employer withholding accounts and reemployment tax accounts. When registering your new business with the Florida Department of Revenue, you can set up these accounts. Employers in Florida must:
- Report new hires to the Department of Revenue Child Support Services
- Withhold employment taxes
- File and pay reemployment tax (unemployment tax)
- Provide workers' compensation
Sales and Use Tax
If your business sells goods, collects sales taxes, and has employees, you must likely register with the Florida Department of Revenue (DOR). To determine whether you need to collect Florida sales tax, you can check the Department of Revenue's sales tax guide. You can use their online business tax application to arrange to pay sales taxes if necessary.
Business Licenses and Permits
There is no state-wide Florida business license, but you may need local licenses and permits depending on the nature of your business. You can learn more at the Florida Department of State. If you think your business might need a federal license, you should consult with the Small Business Administration (SBA). The SBA's website gives an extensive list of the business activities that need federal licensing.
Registration in Other States
If you want your Florida LLC to do business in another state, contact that secretary of state's office to register as a foreign LLC. They may request a certificate of status to prove your LLC is in good standing. You can order a certificate of status from the SunBiz.org website. The fee is $5.
Under Florida law, all LLCs must submit an annual report to the Department of State, Division of Corporations. The deadline for this report is May 1st of every year. So, if your LLC formation date is during March of 2022, you must file an annual report before May 1st, 2023, and every year after that. There is a filing fee of $138.75. You should avoid a late filing because this results in a $400 late fee.
Your annual report needs to include this basic identifying information about your LLC:
- Your LLC's name and address
- Your EIN (if you have one)
- Your date of organization
- Contact information of at least one company manager
- Any additional information, such as a change of registered agent
You can submit your annual report online with the Division of Corporations.
In addition to an annual report, you want to be sure to:
- Pay state business income tax if you elect for taxation as a corporation.
- Pay state employer taxes.
- Pay state sales tax and use tax.
- Fulfill requirements for other states in which your LLC operates.
FAQs About Florida LLC Formation
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