How to Form an LLC in Florida

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: January 31, 2023 References

Forming a limited liability company (LLC) can be a great choice if you are looking for flexible management structures, proportionate tax liability, and limited liability for your managers and members. To start an LLC in Florida you will need to plan out your business, file certain documents with the Department of State, complete tax and licensing requirements, and keep up with annual reporting.

Part 1

Part 1 of 5:

Planning Your Business

1
Understand the limited liability structure. An LLC is a hybrid business combining the positive aspects of various business structures. With an LLC, you will get the limited liability of a corporation with the tax efficiency and flexibility of a partnership.
- The positive aspects of forming an LLC include the limited liability, the easy sharing of profits, and the ease of recordkeeping.
- However, there are some disadvantages. Because the LLC is not taxed as an entity at the federal level, tax liability flows through it to the individual. Therefore, members in an LLC will have to pay self-employment taxes on income made by the LLC.^{[1]
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  U.S. Small Business Administration
  U.S. government agency focused on supporting small businesses
  
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2
Create a structure for your business. When you first start planning your business, you will want to decide whether your LLC will be member-managed or manager-managed. A member is just another word for an owner. If your articles of organization or operating agreement do not specify a management structure, the law will assume you created a member-managed LLC.
- In a member-managed LLC, all members have management authority and will run the day-to-day operations. This is a great option for small businesses with no need for a separate management level.
- In a manager-managed LLC, only the managers will run the day-to-day operations and the members will not have that authority. This is a great option when some or all of the members only want to be passive investors. This may also be advantageous when your members are not particularly skilled in managing or when the business is too large to have all the members managing.^{[2]
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3
Choose a name for your business. Do some research and choose an appropriate and legal name for your LLC. Check with the Department of State and the Division of Corporations to ensure no other Florida business has the name you want. If the name you want is already in use, you will need the consent of that business in order to use it. In addition, do some quick internet searches and see if anyone else has a business name you want.
- Your business name is required to contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C.".
- Your name cannot contain language that may make it seem as if your LLC was a part of any local, state, or federal government entity.^{[3]
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In order to have an LLC in Florida, you will need a principal office you can designate in your articles of organization. This office does not need to be in Florida but you do need to have a street and mailing address.^{[4]
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Every LLC in Florida is required to designate and maintain a registered agent. Your registered agent must be an individual who lives in Florida or an entity authorized to transact business in Florida. The registered agent is responsible for receiving and forwarding along any process, notice, or demand pertaining to the company.^{[5]
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Part 2

Part 2 of 5:

Forming Your LLC

In Florida, your LLC is created at the moment you file your articles of organization. Your articles of organization are required to include the the name of your LLC; the street and mailing addresses of your principal office; and the name and address of your initial registered agent. You can also choose to include a declaration regarding what your management structure will be (i.e., member-managed or manager-managed) and any other information that is relevant.^{[6]
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2
Fill out a registered agent acceptance form. In addition to your articles of incorporation, you must fill out a registered agent acceptance form, which needs to be a written statement from the registered agent. This written statement must include an acceptance of the appointment and must provide that the registered agent is familiar with and accepts the obligations of the position.^{[7]
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- For example, the statement could be as simple as this: "Having been named as registered agent and to accept service of process, I hereby accept the appointment and agree to act in this capacity. I further agree to comply with all statutes relating to my duties, and I am familiar with and accept the obligations of my position as registered agent."^{[8]
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The articles of organization must be signed by at least one person acting as an authorized representative of your LLC. The registered agent acceptance form must be signed by your initial registered agent.^{[9]
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Before your documents can be filed, they must be delivered to the Department of State with a caption describing the documents and their purpose.^{[10]
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When you deliver your documents you will be required to pay a filing fee. By law, the filing fee for original articles of organization is $100 and the filing fee for a certificate designating a registered agent is $25.^{[12]
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Research source} Therefore, you will be required to pay a total of $125 in order to have your delivered documents filed. Your LLC is formed on the day you file your documents unless you designated another effective date in your articles of organization.^{[13]
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Part 3

Part 3 of 5:

Using Florida's Online Filing Service

Florida's Department of State, Division of Corporations runs a website at http://www.sunbiz.org/index.html that allows you to form an LLC online.
Once on the sunbiz site, you will want to click on a link at the top of the page titled "E-Filing Services." From there you will click on the link titled "New Florida LLC." At this point you will be asked to accept the terms of a disclaimer and click a button to get started.^{[14]
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Once you click the button to get started, you will fill out all of the required information on the first page. This information is the same information you are required to have if you were filing in person (i.e., the articles of incorporation and the registered agent acceptance form).
After you fill in the required information you will be required to pay the $125 fee. Once you pay the fee your forms will be submitted to the Department of State to be reviewed. So long as you filled out the information accurately and completely, the forms will be approved and your LLC will be formed.

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Part 4

Part 4 of 5:

Completing Additional Requirements

1
Obtain an Employee Identification Number (EIN). An EIN, also called a federal Tax Identification Number, is used by the federal government to identify a business entity. An EIN will be required to open a company bank account, for tax purposes, and to hire employees.^{[15]
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Research source} However, you do not need an EIN if you do not plan on doing the things an EIN is necessary for. This may be the case if you are the only member of your LLC and you do not plan on hiring anyone else.
- To obtain an EIN, you will need to apply with the Internal Revenue Service (IRS) either online or through the mail.^{[16]
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  Internal Revenue Service
  U.S. government agency in charge of managing the Federal Tax Code
  
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2
Register for state tax. LLCs are not usually taxed as an entity. However, in certain situations, you will have to register for state tax. If you either have employees or sell a physical product that requires sales tax, you will need to register for state tax.
- To register, visit the Florida Department of Revenue website and determine what you need to do.^{[17]
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  Research source} If you have trouble, call them and they should be able to help.
Depending on the type of business you are running, you may need to get licenses and permits in order to conduct your business. Florida offers a website that will help you determine what licenses and permits you will need for your LLC.^{[18]
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While an operating agreement is not required in Florida, its use is strongly encouraged. An operating agreement covers the relations among members, the rights of managers, the activities of the company, and the means and conditions for amending the operating agreement.^{[20]
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Research source} The operating agreement should be in writing and should be distributed to every member and manager of your LLC.

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Part 5

Part 5 of 5:

Filing Annual Reports

Every year your LLC will be required to submit an annual report to the Department of State. The annual report must contain the name of your LLC, the address of your principal office, the date of your company's organization, your EIN, the name of someone who has the authority to manage your LLC, and any additional information the Department of State may require. Your first annual report must be delivered between January 1 and May 1 of the year following the calendar year in which your LLC was formed.^{[21]
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2
File your annual report. You must deliver your annual report to the Department of State with a caption describing the documents and their purpose.^{[22]
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Research source} Your documents can be filed online, through the mail, or in person.^{[23]
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- If you are filing online, you will use Florida's sunbiz site. When on that site's E-Filing Services page, you will click on the link for filing annual reports.^{[24]
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  Research source} From there you will have to type in your LLC's document number and complete the form that follows.^{[25]
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When you deliver your annual report you will be required to pay a filing fee. In Florida, the filing fee for your annual report will be $50.^{[26]
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