Start an LLC in Florida

Naming your business should be fun, but you can’t just call your LLC whatever you want. You’ll need to make sure your name follows Florida’s rules for naming LLCs as listed in FL Statute § 605.0112. Your LLC’s name must:

• Contain the words “limited liability company,” “LLC,” or “L.L.C.”
• Be different from the name of any other active business in Florida.
• Not use language that makes your LLC sound like a different business entity type, like “corporation,” or “limited partnership.”
• Not contain language that suggests that your business is a government agency—for example, you can’t name your hot sauce company “The Fire Department LLC.”Already have a business name? Check to see if it’s available.

Next, you need to appoint a Florida registered agent for your LLC. Your registered agent will list their street address on the public record and be responsible for receiving legal notices on behalf of your business—including service of process—and forwarding these notices to you. You could be your own registered agent, or you could ask another individual or hire a registered agent company to perform this role. Florida law requires all LLCs to maintain a registered agent.

Learn why the pros use a registered agent service.

To make your business official, you’ll need to file Articles of Organization with the Florida Division of Corporations. You can file this document online, by mail, or in person.

To complete the Florida Articles of Organization, you’ll need to provide the following information about your business:

• Company name. Needs to include “limited liability company,” “LLC,” or “L.L.C.”
• Principal office. Must be a physical street address, not a P.O. box or virtual office.
• Mailing address. You can use a P.O. box here if you want.
• Registered agent. Whoever will accept legal notices on behalf of your business. Your agent must sign the Articles to show that they consent to being your business’s registered agent.
• Registered office. Must be a Florida street address where your registered agent will maintain regular business hours.
  Optional provisions. Any other information you want to include, such as your business purpose.
• Member or Manager Information (optional). The name and address of everyone who manages your LLC.
• Effective date (optional). If you don’t want your LLC to become official immediately, you can list a start date up to 90 days in the future.
• Signature. Whoever completes your Articles signs here.

You will also need to provide a contact phone number (only on the paper form) and email address where the state can reach you about your filing. This information doesn’t go on the public record, but everything else you include on this form will.

An operating agreement is a contract between your LLC members that outlines how your LLC will function internally. Your LLC members will be legally bound to follow the rules in your operating agreement, so it’s important to put effort into crafting this document and consider consulting an attorney before finalizing it. Some important items to include in your operating agreement are how much each member invested, how you’ll distribute profits and losses, how you’ll vote to make changes, and even what you’ll do if the business falls apart.

Check out our attorney-drafted Florida LLC Operating Agreement.

An Employer Identification Number (EIN) is similar to a social security number for businesses. Your EIN is the number you’ll put on tax forms so that the IRS can identify your business. You can get an EIN for free from the IRS, either online or by mail. Applying online is fastest, but you will need to apply by mail if you don’t have a social security number.

Learn How to get an EIN for your LLC.

An LLC needs a separate bank account to maintain its limited liability. Why? Having limited liability status means that your business is its own legal entity, separate from the people who own it. If you mix business funds with your own personal money, a court could decide that your business is not entitled to limited liability protection.

You should bring the following things to the bank when you open a business bank account:

• Florida LLC Articles of Organization (a copy is fine)
• the LLC’s operating agreements
• the LLC’s EIN
• an LLC Resolution to Open a Bank Account (if your LLC has more than one member).

If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.

Once you have an EIN and a business bank account, you’re ready to fund your LLC. All of your members should make an initial contribution to pay for their membership interest. This typically looks like each member writing a check to the LLC bank account. However, you could allow LLC members to contribute property or services instead. Be aware that contributions of property and services tend to trigger tax events.

Florida law requires that all LLCs file an annual report. This report can only be filed online, and its purpose is to update the Florida Division of Corporations on your business’s contact and ownership information. The annual report fee for Florida LLCs is $138.75. But where they really get you is the late fee. If your annual report is late—even by a day—you’ll be charged a $400 fine.

Too much pressure? Let us file your Florida annual report for you.

*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.