How To Form A Florida LLC
By Bazal Razzaq
Updated: August 16, 2023, 12:30pm
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- Pick a name for your Florida LLC
- Draft a business plan
- Appoint a registered agent for your LLC
- Prepare and file your Certificate of Formation report with the Secretary of State
- Create an Operating Agreement
- Apply for business licenses and permits
- Apply for an EIN with the Internal Revenue System
- Submit your Statement of Information
- Final Word
- How To Form An LLC In 50 States
- Frequently Asked Questions (FAQs)
Looking to form an LLC in the Sunshine State? Well, you’re at the right place! Our detailed and informative guide is at your aid, helping you every step of the way as we promised!
#1 Pick a name for your Florida LLC
The very first step in forming your Florida LLC is choosing a unique, memorable, and relevant name for your company. Be sure to pick an easily searchable name that complies with Florida laws and requirements.
We’re listing some general guidelines you should be aware of before naming your LLC in Florida,
- Your name must have a legal identifier to signify its status as a limited liability company. It can be any one of the following terms,
- Limited Liability Company
- Limited Company
- Ltd. Liability Co.
- LLC(Most entrepreneurs stick with this one)
- The name should be unique and different from other registered business entities in Florida. We understand it can be a complex process to figure out if your name is distinguishable from that of every other company in the state. You can check the Florida Division of Corporations’ online database to check the availability of your desired name.
- You should avoid using any restricted terms like “bank,” “trust,” “insurance,” “corporation,” “incorporated,” “city,” etc, that may require additional approvals and documentation. If you do any of the above terms, you might need to provide supporting documents or get special permission to use such words.
- In case your LLC provides professional services(PLLC) like legal, accountancy, or medical) you’ll need to include words related to the profession in the name.
- If you plan to use a name that is different from your LLC’s legal name, you may need to file a Fictitious Name Registration (also known as a “DBA” or “Doing Business As” name) with the Florida Division of Corporations.
- Please don’t use special characters like “&,” “@,” or “%.”
- Ensure that your chosen LLC name doesn’t imply connections with any government agency or any other entity you’re not affiliated with.
Still unsure? Here’s a complete list of Florida naming regulations to help you make an informed decision.
If you already have a legally compliant name in your mind but aren’t ready to form your LLC just yet, you can reserve it. You can submit a letter to the Florida Department of State, including the following details,
- Your chosen LLC name
- Your full name
- Your current address
If the authority approves, you can pay a small fee of $25 and hold it for 120 days.
#2 Draft a business plan
A business plan is a structured document that outlines your goals, strategies, operations, financial projections, and other key aspects of your Florida LLC. It’s like a roadmap for entrepreneurs, stakeholders, and business owners to understand the direction and potential of the business. The best part is there are no financial constraints to creating one. You can very easily create one in your budget.
A well-drafted business plan will help you,
- Map Your Path: It guides you on what steps to take and when, like a roadmap for your business journey.
- Attract Support: It impresses investors and lenders, showing them your idea is worth supporting.
- Stay on Track: It keeps you focused on your goals and how to achieve them like a captain steering a ship.
- Make Smart Decisions: It helps you see challenges ahead and make wise choices to overcome them.
- Save Time and Money: It prevents mistakes by thinking ahead, saving you from costly errors.
- Communicate Clearly: It lets your team and partners understand your vision and work together smoothly.
- Adapt and Grow: It helps you change your plan when needed, like a flexible strategy for success.
A solid, clear, concise business plan will help you attract the right investors, provide clarity of vision, and leave room for continuous improvement.
#3 Appoint a registered agent for your LLC
Like every other state in America, Florida requires you to appoint a registered agent for your LLC. A registered agent is an individual or entity authorized to accept and receive all official government correspondences, tax forms, service of process, lawsuits, and other financial and legal documentation and notices.
You can think of this agent as your business’ point of contact with the state. Usually, you have the following options when it comes to choosing a statutory agent for your Florida LLC:
- Be your own registered agent.
- Another business entity.
- Hire a registered agent service.
- An individual within the company(manager/employee/member)
- An Attorney, lawyer, or legal facility.
To be a registered agent in Florida, you should:
- Have a physical address in Florida where you can receive legal and official documents on behalf of the business entity you represent.
- Be available during standard business hours to accept important documents.
- Obtain written consent from the business entity to serve as its registered agent.
- Be at least 18 years old of age.
- Have the legal authority to accept legal documents on behalf of the company and forward them to the appropriate parties within the company.
#4 Prepare and file your Certificate of Formation report with the Secretary of State
To officially register your LLC, you need to file your Articles of Organization document with the Florida Division of Corporations. It’s basically a legal document that officially creates your LLC by laying out basic details about it.
All foreign entities need to apply for proper authorization to do business in Florida and can’t submit their form online. Here’s a direct link to both platforms.
You need to include the following details in your Articles of Organization document:
- Name of the LLC
- Principal Place of Business
- The name, address, and contact details of the Registered Agent and Registered Office
- Purpose of the LLC
- Management Structure: Member Managed or Manager Managed?
- Duration of the LLC
- Member/Owner Information
- Effective Date
- Signature and Information of the Organizer
- Filing Fee
- Any additional provisions like ownership percentages or voting rights.
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
The state filing fee is $125. The cost is payable to the Florida Department of State and is nonrefundable.
#5 Create an Operating Agreement
Although it isn’t a legal requirement in Florida to have an operating agreement for your LLC, most successful ones do! An operating agreement is like a rulebook for your company that outlines financial projections, voting rights, roles, and responsibilities, terms of dissolution, and more. A well-drafted agreement often comes in handy when there’s a fight, confusion, or misunderstanding between a member/owner of your LLC.
In case of a lawsuit or any legal trouble, if you have a solid agreement in hand, the court judgment could rarely affect/alter the base of your company.
Here are some key elements to include in your Florida LLC operating agreement:
- Name and business location of the LLC
- Names and contact details of members/owners
- The intended duration of your Florida LLC
- Name and location of the registered agent
- Details about the Articles of Organization
- Business objectives and mission
- Contributors to the LLC and their respective shares
- Ownership percentage, voting rights, and profit distribution for each member/owner
- Allocation of profits and losses
- Process for adding and removing members/owners
- LLC administration and decision-making
- Terms of dissolution
- Clauses related to indemnification and liability
#6 Apply for business licenses and permits
To legally operate your LLC in Florida, you must comply with all the federal, state, and local laws and requirements of the state.
Some general licenses/permits you may need when running a Florida LLC are,
- Florida Local Business Licenses
- Florida State Business Licenses
- City Business Licenses
- Building & Zoning Permits
- Sales Tax Permit
- Resale Certificate
- Professional License
- Fictitious Name Registration
- Seller’s Permit.
- Industry Licences.
- Professional LLC License.
- Healthcare-Related Business Licence.
The fees and requirements for different licenses and permits will vary depending on the type of industry you’re operating in, what kind your LLC is, and what your specific conditions are.
#7 Apply for an EIN with the Internal Revenue System
An EIN is a unique nine-digit tax identification number the Internal Revenue Service (IRS) assigns to businesses, including corporations, partnerships, LLCs, sole proprietors, and other entities.
It’s like a social security number for taxation purposes. It identifies a business entity for taxes and keeps track of the business’s tax reporting.
A federal employer identification number is often helpful when it comes to,
- Hiring employees
- Applying for business licenses and permits
- Conducting daily business operations
- Meeting federal and state tax obligations
- Opening professional business bank accounts
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
There is no filing fee for either method.
#8 Submit your Statement of Information
Every LLC in Florida needs to file an Annual Report or Statement of Information with the Florida Division of Corporations to maintain an “active” status. This report actually lists all the changes in your business information in the past year.
It also provides a detailed overview of your LLC’s financial performance, operations, achievements, and future prospects over a year. In Florida, the report is due by March 1, and the filing fee is $138.75.
Some key components usually found in an annual report are,
- Financial Records
- Management’s Discussion and Analysis (MD&A)
- Letter to Shareholders
- Risk Factors
- Auditor’s Report
- Sustainability and Corporate Social Responsibility (CSR)
- Market Performance
- Future Plans
You can file your report online through the Florida Division of Corporations’ Sunbiz website.
Once your LLC is registered, you’re finally authorized to complete the following tasks,
- Open a business bank account for your LLC
- Apply for a business credit card.
- Purchase insurance for your business.
- Protect your name and logo with a trademark.
Also, if you plan on hiring employees for your Florida LLC, you need to stay compliant with the laws and focus on doing the following,
- Obtain your EIN (Employee Identification Number).
- Ask your employees to fill out the Employee Eligibility Form.
- Set up a process for the collection and payment of taxes.
- Make sure you have workers’ compensation insurance
- Report to the Florida Department of Revenue.the state about new hires within 20 days of hiring them.
- Pay unemployment taxes.
Lastly, always make sure that your LLC is legally compliant and in “active” status on the State website.
And, that’s a wrap! That was all you needed to know before finally creating your Florida LLC.
Frequently Asked Questions
Florida LLCs have ongoing requirements such as filing an Annual Report with the Florida Division of Corporations by May 1st each year. Failure to file the report can result in late fees and administrative dissolution of your LLC.
While not required by Florida law, having an Operating Agreement is strongly recommended. This document outlines your LLC’s ownership structure, management responsibilities, and operating procedures. It can help prevent disputes among members in the future.
The processing time for forming a Florida LLC can vary. Online filings are usually processed faster, while mail-in filings may take longer. It’s important to check with the Florida Division of Corporations for current processing times.
Once your Articles of Organization are approved and filed, you’ll need to complete any additional requirements, such as obtaining necessary licenses and permits. After completing all requirements, you can begin operating your Florida LLC.
Yes, you can operate multiple businesses or engage in various activities under a single Florida LLC. However, if the businesses are substantially different or have separate liability concerns, you might consider forming separate LLCs.