How to Form a Florida LLC in 7 Steps
To create a limited liability company (LLC) in Florida you must choose a name for your LLC, appoint a registered agent, file articles of organization, apply for an EIN for tax purposes and register for business and tax accounts.
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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 seven easy steps below to create your Florida LLC.
7 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, under Fla. Stat. §605.0112, your LLC name must:
- Include the words “Limited Liability Company” or the accepted abbreviated forms “LLC” or “L.L.C.,” or “Ltd.”
- 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.
You can reserve your business name under Fla. Stat. §605.01125 for a 120-day period.
Get a Registered Agent
Florida requires that an LLC have a registered agent under Fla. Stat. §605.0113. 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. Per Fla. Stat. §605.0201, you must include:
- 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.
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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.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements in Florida
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 website. The fee is $5.
Annual Requirements in Florida
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
The fee for filing the articles of organization with the Secretary of State is $125.
- Single-member LLC. If you are a sole proprietorship and form an LLC, it is called a single-member LLC.
- Multi-member LLC. If you and one or more people form an LLC, it is a multi-member LLC.
- Professional LLC (PLLC). A PLLC is an LLC formed by professionals, such as physicians, dentists, architects, attorneys, and accountants. This type of LLC provides some limited liability for the members.
Articles of organization is the initial document you file in Florida to establish your LLC. You may need your articles of organization to open business bank accounts, credit card merchant accounts, apply for business licenses, etc. You can request a copy of the articles of organization from the Florida Division of Corporations. The fee for a certified copy is $30.
A certificate of status from the Division of Corporations proves your LLC exists and complies with state filing and payment obligations. Other states call this a certificate of good standing. You are not required to obtain a certificate of status in Florida. However, there are situations where you may need one, such as registering as a foreign LLC in another state or applying for a loan. There is a state fee of $5 to obtain one.
To form an LLC in Florida, you must:
- Have an acceptable name for your Florida LLC
- Have a registered agent and registered office address
- File your articles of organization with the Division of Corporations
- Pay the $125 filing fee
Although you do not have to file an operating agreement, creating one is essential to plan how you divide work, share profits, buy out members, and run your day-to-day operations.
Like corporations, LLCs provide limited personal liability for their members. Liability protection helps to shield members’ personal assets from their business’s obligations.
To illustrate, imagine that your business becomes insolvent (bankrupt). With an LLC, creditors can only seize business assets to cover your company’s obligations. They cannot go after your home, vehicles, or personal accounts to pay off your business’s debts. This is a significant advantage of the LLC business structure, and one of the main reasons companies choose LLCs. Further, forming an LLC is easy, and you can accomplish most of the steps online. Incorporation is a more complex process and is unnecessary for most small businesses.
Like partnerships, LLCs offer pass-through taxation. With pass-through taxation, members pay the taxes on their share of the LLC’s profits and losses through their personal income tax returns. This is preferable to corporate taxation. Corporations paying taxes can be subject to so-called "double taxation." This occurs when the corporation pays business taxes, and stockholders pay taxes on their dividends.
To keep your Florida LLC in good standing, file the annual report and pay the annual report fee. If you fail to submit the yearly report, the Division of Corporations can dissolve your LLC.
So, remember to mark your calendar to file your annual LLC report by May 1st of every year. Filing and paying the annual report and fee will allow you to continue running your LLC legally and avoid the $400 late fee.
An operating agreement should not be confused with articles of organization. Articles of organization is the initial document you file with the Florida Division of Corporations to register an LLC. An operating agreement is a contract within your company establishing rules, similar to corporate bylaws.
An operating agreement is optional in Florida, but you will probably find it a key legal document for your business. Most financial institutions will ask for an operating agreement before offering a loan or opening a bank account for the LLC. Other professionals may also want this document before providing you with services.
You should keep this document in a file along with other important business documents. You do not submit your operating agreement to the state.
Yes. A fictitious name is sometimes called a DBA name (a "doing business as" name). It can be useful to have a fictitious name if you want to go into another business area or sell a different product under a separate company name.
If you would like to operate under a different name from your LLC’s name, you need to register a fictitious name with Florida’s Division of Corporations. You will need to file an Application for Registration of a Fictitious Name and pay a $50 fee. Learn more about how to file a DBA in Florida.
Florida does not have a state business license, but you should check with the local city and county offices for their business license and permit requirements.
Yes, you can file your LLC filing online through the SunBiz site.
The Division of Corporations is the government branch that handles LLC filings in Florida.
The address to mail your filing is:
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32303
The address to file in person is:
2415 N Monroe St Suite 810
Tallahassee, FL 32303
Yes. A registered agent is your LLC’s point of contact with the Division of Corporations. There are advantages to using a registered agent service company. They can draft and file your articles of organization and maintain the status of your LLC. Additionally, registered agents allow you to:
- Maintain privacy: The agent’s address accepts service of process, so lawsuits are served with them, not your business.
- Keep your LLC compliant: They notify you of annual reporting and tax deadlines. Missing these critical deadlines is costly and jeopardizes your LLC status with the Division of Corporations.
- Have a backup: Registered agents assist with LLC paperwork and documents you may need (i.e., copies of your articles of organization, certificate of status, etc.).
When you establish an LLC according to state law in Florida, it is a domestic LLC. If you create an LLC in another state and transact business in Florida, it is a foreign LLC.
You must apply as a foreign LLC to do business in another state. First, make sure your Florida LLC is in good standing. Request a certificate of status from the Division of Corporations. Then you can register as a foreign business entity by doing the following:
- Determine if your LLC business name is available in the new state
- Provide a certificate of status for your Florida LLC
- Apply to be a foreign LLC
- Pay the state registration fee
If you create an LLC outside of Florida (a "foreign LLC"), you can register it in Florida by filing an application to transact business in Florida with the Division of Corporations. There is a $125 filing fee for the application.
To complete the foreign LLC form, you must provide some basic company information, including the LLC name, address, location of the foreign LLC, and registered agent. Your LLC’s name must be distinguishable from any other registered Florida business.
If your circumstances have changed, you may need to close your business. First, you should follow any dissolution procedures outlined in the LLC’s operating agreement. Second, close all tax and business accounts to avoid late fees and penalties. And finally, file articles of dissolution with the Division of Corporations.
Terminating ("dissolving") your LLC is easy in Florida. You can file your articles of dissolution online. You will need to provide the following information:
- Your LLC’s name
- Date and reason for dissolution
- Your members’ names or the name of the person who is winding up the company
The filing fee for dissolution is $25. After you have submitted the articles of dissolution online, it will take two to three business days for the online system to reflect this change.
No. Although some states allow anonymous LLCs, Florida is not one of them.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
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