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How to Start an LLC in Florida

A Florida LLC (limited liability company) is a flexible business entity in terms of management and taxation—it can be managed by members or managers and be taxed as a corporation or a pass-through entity. It also offers strong liability protection. To start an LLC in Florida, you must submit Articles of Organization to the Florida Division of Corporations and pay the $125 filing fee. You’ll first need to choose a name for your business and appoint a registered agent. Starting a Florida LLC typically takes between ten days and three weeks, depending on how many other businesses are filing at the same time. We’ll give you a step-by-step guide to forming and establishing your LLC.

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1. Name Your Florida LLC

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.

Can I reserve a business name in Florida?

Yes. In Florida, there is no form for reserving a business name. Instead, you’ll need to send a letter to the Secretary of State’s office. The letter must contain your name, address, and the business name you want to reserve. If the business name is available, the state will reserve it for you for free for up to 120 days.

What’s the difference between my LLC’s name and an assumed business name?

The company name written on your Articles of Organization will be your LLC’s legal name. If your LLC will do business using a different name, you can register an assumed business name (also called a fictitious business name or DBA) with the Florida Division of Corporations.

Florida does everything a little differently than the rest of the country, and registering an assumed business name is not an exception. It’s complicated. You have to publish notice of your intention to register a fictitious business name in a local newspaper before you actually register the name.

In this case, “local” means a newspaper located in the same county as your registered agent. Publication fees vary depending on the newspaper. Once your fictitious business name has been advertised in a newspaper at least once, you can submit an Application for Registration of Fictitious Name, which requires a $50 fee. The Florida Division of Corporations doesn’t require proof of the publication, but when you sign the application, you confirm that you met the publication requirement.

Considering using an assumed business name? Learn How to Get a DBA.

2. Designate a Registered Agent

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.

What does a registered agent do?

Florida’s registered agent requirements are covered in FL Statute § 605.0113. Basically, your registered agent must:

  • Have a physical address (not a P.O. box) in Florida.
  • Be reachable at this address during normal business hours.
  • Receive important legal mail on your business’s behalf and get it to you quickly.

Can you be your own registered agent in Florida?

Yes. As long as you don’t mind sharing your name and address on the public record and you will be available during regular business hours to accept service of process in person, you can be your own registered agent.

Since it is not always feasible for business owners to be available during business hours 52 weeks a year—hello, vacation—many choose to hire a registered agent instead. Hiring a registered agent who will put their address on public documents instead of yours can also help you protect your privacy.

Can I change my registered agent after I start an LLC?

Yes. In order to change your registered agent in Florida, you must submit a Statement of Change of Registered Agent to the Florida Division of Corporations and pay the $25 filing fee.

3. Submit LLC Articles of Organization

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.

How can I keep my personal information off the public record?

Certain business filings, including the Articles of Organization, are public documents—this means that they will be posted online. If you share your personal address and email address on these forms, customers, marketing firms, and others will have access them.

If you are concerned about maintaining your privacy as a business owner, the best strategy is to hire a registered agent service that will put their business address in address fields instead of yours whenever possible.

What’s the difference between a member-managed and manager-managed LLC?

In a member-managed LLC, all LLC members handle the daily operations of the business. In a manager-managed LLC, only some of the members or outside people hired by the members are in charge of running the business. Note that if some of your members are also managers of your manager-managed LLC, they must be fairly compensated. Whoever manages your LLC will be able to hire and fire employees, enter into contracts, open bank accounts, and more.

For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.

How do I file the Florida Articles of Organization?

You can file the Florida Articles of Organization online, by mail, or in person.

By mail:
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

In person:
New Filing Section Division
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303

Online:
Florida Division of Corporations

4. Write an LLC Operating Agreement

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.

Does Florida require an LLC to have an operating agreement?

No. FL Statute § 605.0105 defines the purpose of operating agreements and their limitations, but it doesn’t require that LLCs adopt one.

Even so, your LLC will need an operating agreement to open a bank account, reinforce its limited liability status, and settle disputes. In the absence of one, your LLC will be governed by Florida’s default LLC laws.

What should be included in an operating agreement?

Your operating agreement should focus on the big picture events that are likely to occur during your company’s existence. It should outline your voting process, how membership interest can be transferred, your protocol for handling disputes, and more. Here are some topics almost all operating agreements address:

  • initial investments
  • profits, losses, and distributions
  • voting rights, decision-making powers, and management
  • transfer of membership interest
  • dissolving the business

Does a single-member LLC need an operating agreement?

Yes. You might feel weird signing a contract with yourself, but a single-member LLC almost always needs an operating agreement to open a business bank account. Plus, without an operating agreement, it could be more difficult to prove that your LLC is a separate legal entity with its own rules and procedures if you ever have to fight a lawsuit.

5. Get an EIN

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.

Do I need an EIN for my Florida LLC?

Yes. Only LLCs that employ people or have corporate tax status are legally required to have an EIN, but pretty much every LLC will need an EIN to open a company bank account. Not only that, but your EIN protects you from having to give out your social security number to strangers.

What To Do After Forming Your Florida LLC

6. Open a Bank Account

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.

7. Fund the LLC

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.

What is LLC membership interest?

Membership interest is the percentage of the LLC each member owns. Most of the time, the member’s initial contribution is proportional to their membership interest. For example, if six members each contribute $1,000, and a seventh member contributes $4,000, the first six members would each hold 10% membership interest, and the seventh member would hold 40%.

Unless otherwise specified in the operating agreement, membership interest is proportional to voting power. So if the members of our example LLC were voting on an amendment, the member with 40% membership interest would essentially have four votes, whereas the members with 10% interest would only have one vote each.

8. File State Reports & Taxes

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.

When is the Florida Annual Report due?

The Florida Annual Report is due by May 1st each year, starting the year after the company was formed. So if you formed your LLC in April, you won’t need to file your annual report until May 1st of the following year.

How are Florida LLCs taxed?

Florida LLCs are subject to pass-through taxation by default. This means the LLC itself is not taxed. Instead, the profits “pass through” the business to the members, who report the profits as earnings on their individual tax returns. Florida LLC profits are taxed at the federal self-employment rate of 15.3%. Florida LLCs may also opt to be taxed as an S-Corp or C-Corp by applying with the IRS.

Learn more about S-Corp Vs LLC tax designation.

Ready to Start an LLC in Florida?