Forming an LLC in Florida is a simple process. There are several steps you will have to work through, but the most important stage is filing your company’s articles of organization with state authorities and paying a $125 fee. Check out our full guide below. We’ll take you through everything you need to know about how to start LLC Florida.
HOW TO START LLC FLORIDA
If you are a business owner based in Florida – forming an LLC makes a lot of sense. Starting an LLC comes with many advantages including limited liability protection and pass-through taxation. While the formation process is straightforward, you must complete each step in the process correctly. Check out our 10-step guide for how to form an LLC Florida.
STEPS TO START LLC IN FLORIDA
- Choose a Company Name
- Appoint a Registered Agent
- File Articles of Organization
- Create an Operating Agreement
- Select a Tax Code
- Get an EIN
- Get Florida Business Licenses
- Open a Bank Account
- Florida Employer Regulations
- File Annual Reports
1: CHOOSE A COMPANY NAME
The first step to forming an LLC in Florida is to choose a company name. You’ll have to comply with some naming rules as set out by the Florida Department of State’s Division of Corporations – see below.
MUST INCLUDE LLC IDENTIFIER
Your Florida LLC company name must include an identifier to indicate it is an LLC. Your company name must include one of the following terms – limited liability company, LLC, or L.L.C.
RESTRICTED WORDS
You cannot use any restricted words in your company name. It cannot include any terms that could lead the public to believe it is a government agency, such as State Department, CIA, or Treasury.
There are also restrictions around the use of words such as bank, lawyer, attorney, credit union, and university. If you are a licensed professional, you should form a professional limited liability company, also referred to as a PLLC.
NAME MUST BE UNIQUE
Your company name must be unique. You cannot register a name that has already been chosen by an existing company. You should also avoid choosing a name that can be easily confused with an existing company.
CHECK AVAILABILITY
Once you have decided on a name you need to perform a search on the Florida Secretary of State’s website to see if it is available. You can run a name check on the Florida Division of Corporations business name registry.
Once you have confirmed your company name is available you need to move quickly. Unlike most states, Florida does not allow you to reserve a name until you complete your paperwork. This means you won’t be able to secure the company name until you submit your Articles of Organization paperwork.
SECURE YOUR COMPANY URL
A URL is an address for a website, for example – yournewcompany.com. This is a good time to secure the URL for your company name. Even if you don’t think you need a website we recommend you register it now in case you need it further down the line. You can purchase a new website URL for as little as $12 and prevent someone else from jumping in and taking it.
TRADEMARK COMPLIANCE
The Florida Division of Corporations does not clear new company names for trademark compliance. This will be your responsibility. If you are forming an LLC in Florida you must ensure that your company name does not infringe on the trademark rights of any other company. You can hire a business lawyer to help you confirm compliance.
2: APPOINT A REGISTERED AGENT
All LLC companies registered in the state of Florida must appoint a Florida-based registered agent. A registered agent is an individual or business that accepts important legal and official mail on behalf of the company. The agent will then notify the LLC members if the company has received government correspondence or is being sued.
If you choose an individual to act as your registered agent, they must be a Florida resident. If you choose a business entity, it must be authorized to act as a registered agent in the state. Your agent must be available at a specified address, all year round, during regular business hours. They must be physically present at the specified address and a P.O. Box is not acceptable.
Your LLC cannot serve as its own registered agent. But, any member or employee of the company can be appointed as registered agent as long as they meet all the Florida state requirements. For more information see – What Is a Registered Agent?
3: FILE ARTICLES OF ORGANIZATION
The most critical step in forming an LLC in Florida is the completion and filing of your company’s Articles of Organization. This is a document that captures all the important details about your new LLC. Once you have the document written up, you must submit it to the Florida Department of State and pay a filing fee of $125.
Your Articles of Organization can be completed online and submitted electronically. Or, you can print off a hard copy of the document and submit it by old-fashioned mail. If you want to process the submission online you will need to visit the Florida Department of State’s Division of Corporations website.
If you are applying by mail you can post your completed documentation and fee to:
Florida Department of State,
The Centre of Tallahassee,
2415 N. Monroe Street,
Suite 810,
Tallahassee, FL 32303
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FLORIDA LLC ARTICLES OF ORGANIZATION CONTENTS
Your Florida LLC Articles of Organization will record the following company information.
1: COMPANY NAME & ADDRESS
The name of the LLC and its primary place of business.
2: REGISTERED AGENT DETAILS
Your registered agent’s name and physical street address, (not a PO box).
3: REGISTERED AGENT SIGNATURE
Authorizing signature of your registered agent.
4: LLC MEMBER NAMES & ADDRESSES
Names and addresses of all LLC members. An LLC owner is referred to as a member.
5: MANAGER NAME & ADDRESS
Name and address of company manager if the company is manager-managed.
6: EFFECTIVE DATE OF THE LLC
Date the LLC will be effective if different from the filing date
7: REASON FOR FORMING THE LLC
A general statement explaining why you are forming the company.
8: LLC DURATION
The period of time over which the company will exist. You can choose a specific end date for the LLC or register it indefinitely.
9: MANAGEMENT STRUCTURE
Define the management structure of the company. Will it be member-managed or manager-managed?
10: AUTHORIZING SIGNATURE
You, or whoever completes the form on your behalf, must sign the form.
PROCESSING TIME
Processing times can vary, but you can expect the state of Florida to process your Articles of Organization in approximately one week if you submitted them online.
Allow two weeks if you sent them in by post. If the state approves your registration you can download a copy of your approved documentation and file it for future reference.
FOREIGN LLC FILINGS
When discussing ‘how to start LLC Florida’ we need to take a look at foreign LLCs. A foreign LLC is a company that is formed in another state but wants to operate in Florida.
Foreign LLCs must complete a form called Qualification of Foreign LLC. You will also have t pay the $125 filing fee and include a certificate of good standing for your company from your home state to show everything is in order.
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4: CREATE AN OPERATING AGREEMENT
An Operating Agreement is not a legal requirement in the state of Florida, but it is highly recommended you create one. An Operating Agreement is a legal document that details how a company is owned and run. It clearly outlines the company’s management structure, individual roles and responsibilities, and how profit and losses are to be distributed to its members.
Creating an operating agreement from the outset helps avoid disputes further down the road when difficulties arise. The document can be used as a conflict resolution tool if any disputes occur. All company members should sign the document – at which point it becomes a legally binding contract.
In the absence of an Operating Agreement, your company will be run according to state law and not what is in the best interests of its members. The document allows the company owners to agree on how they want the company run and stamp their authority on proceedings.
The content of an Operating Agreement will vary from one company to another. But, at a minimum, it should contain the following details.
- Purpose of Forming Company
- Products & Services Offered
- Member Names & Addresses
- Manager Names & Addresses
- Details of Member Contributions
- Member Ownership Stakes
- Details of Member Voting Rights
- Member Profit Share Distributions
- Procedure For Admitting New Members
- Procedure For Appointing a Manager
- Company Meeting Schedule
- Voting Rules & Procedures
- Terms & Procedure of Dissolution
For more information see – What Is an Operating Agreement?
5: DECIDE ON THE BEST TAX REGIME
One of the benefits of forming an LLC is you will have options when it comes to choosing how you want your company to be taxed. By default, the IRS will class your LLC as a sole proprietorship or general partnership for tax purposes. This means it will benefit from pass-through taxation.
Pass-through taxation means the LLC will not pay any tax at a corporate level. Instead, all earnings will pass through to the company members. The individual members pay tax on this income as part of their personal tax return.
However, some companies may elect to be taxed as a corporation. This means they will choose to forgo pass-through taxation and begin paying corporate tax on company earnings. The remaining profit is then distributed amongst members where it is taxed again on the individual’s tax returns.
In general, choosing to be taxed as a corporation works best for larger LLCs that are generating significant income. The decision to switch to a corporate tax regime is made when the additional corporate tax that will have to be paid is outweighed by savings in other areas – most notably self-employment tax. For more information see LLC vs S Corp and LLC vs C Corp.
6: GET AN EIN
An EIN is a nine-digit Employer Identification Number. It is used by the IRS to uniquely identify your company for tax purposes. You can get an EIN for your company, free of charge, by applying online to the IRS – see here.
A Florida LLC needs an EIN for several reasons, see below.
- To Pay Federal & State Taxes
- To Open a Business Bank Account
- To Hire Employees
- To Apply for Business Licenses & Permits
7: FLORIDA BUSINESS LICENSES
Certain industries require a business license to operate in the state of Florida. Depending on the nature of your business you may or may not require a license. You’ll need to check the Florida Department of State website for details of licensing requirements by business type. And, you’ll need to consider industries that are regulated at a federal level. For more information see – LLC Business Licenses.
8: OPEN A BUSINESS BANK ACCOUNT
All Florida-based LLCs must have a Florida bank account to conduct business. Once your LLC has been formed and you have obtained an EIN – you can go ahead and open a business bank account. You must use this company account for all financial transactions connected to the LLC.
Never use the company bank account for personal expenses. This can have serious implications in court and lead to your limited liability protection being waived. You must keep your company and personal finances separate at all times. For more see How To Open an LLC Business Bank Account.
9: COMPLY WITH FLORIDA EMPLOYER OBLIGATIONS
If your LLC will hire employees you must comply with the following obligations for a Florida employer.
EMPLOYEE REPORTING
Under federal and state law, employers must report new employees within 20 days of their hire date. This includes new hires and re-hires. Employee reports should be submitted to the Florida Department of Revenue.
UNEMPLOYMENT TAXES
Florida employers must pay unemployment tax. New employers will pay a payroll tax of 2.7% to offset state unemployment insurance. The amount of unemployment tax you have to pay will vary depending on the size of your company payroll and the amount of benefits your employees claim.
WORKERS’ COMPENSATION INSURANCE
Most businesses in Florida will have to purchase workers’ compensation insurance once they hire their fourth employee. This insurance covers lost wages, medical expenses, and rehab costs for employees who suffer injury or become ill.
10: FILE ANNUAL REPORTS
All LLCs in Florida must submit an annual report to the Division of Corporations. This report captures a snapshot of the important company details and ensures the authorities have an accurate record of all pertinent company information.
Unlike other states, Florida does not charge an annual franchise tax on LLC companies. Instead, you will have to pay a fee of $138.75 when submitting your annual report. The report must be submitted between January 1 and May 1 annually.
Failure to file your report within this time frame will result in a late filing fee. And, if you don’t file your report by the third Friday in September, you could lose your LLC registration.
RELATED
- How Much Does a Florida LLC Cost?
- California LLC Formation
- Texas LLC Formation
- New York LLC Formation
- Illinois LLC Formation
HOW TO START LLC FLORIDA FAQ
CAN I BE REGISTERED AGENT FOR MY FLORIDA LLC?
Yes. You or anyone else in your company can serve as the registered agent for your LLC. Read about being your own registered agent.
HOW LONG DOES IT TAKE TO FORM AN LLC IN FLORIDA?
The main step in forming an LLC is getting your Articles of Organization filed and approved by the Florida Department of State. In general, this takes approximately 1 week for online submissions and 2 weeks for documents submitted by mail.
HOW MUCH DOES IT COST TO FORM AN LLC IN FLORIDA?
It costs $125 to form an LLC in Florida. This is the fee you must pay to file your Articles of Organisation with the Florida Department of State.
HOW DO I PAY MYSELF FROM AN LLC?
If you own an LLC you can pay yourself by receiving a distribution of company profits and by receiving a paycheck if you spend time working for the company. For more information see – How Do I Pay Myself From an LLC?
CAN A SINGLE PERSON START AN LLC IN FLORIDA?
Yes, a single person can start an LLC in Florida. An LLC that is owned by one person is called a single-member LLC. It is formed in exactly the same way as a multi-member LLC.
DO YOU NEED A REGISTERED AGENT FOR AN LLC IN FLORIDA?
Yes, you must have a registered agent for an LLC in Florida. All LLCs must have a registered agent that is resident in the state and reachable, in person, all year round during regular business hours.
WHAT ARE THE TOP 5 BENEFITS OF AN LLC?
The top five benefits of an LLC are limited liability protection, pass-through taxation, a simple formation process, flexible operation, and being your own boss. For more see – Top 5 Benefits of LLC.
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ABOUT THE AUTHOR
Jennifer Matheis – LLC Formation Specialist
Jennifer is our in-house LLC formation specialist. She is a graduate of the Ross School of Business at the University of Michigan and holds a Master of Business Administration. Jennifer has worked as a business management consultant in an advisory role for many years.
Hailing from Buffalo New York, Jennifer is a firm believer in the ‘seize the day’ mantra. When she is not writing for My LLC Guide she is busy managing one of her many start-up ventures. She is a keen sports fan and regularly attends Madison Square Garden to support the New York Knicks.
Make sure you pay attention to the restricted words when forming an LLC in Florida. If you use one of these your application will be rejected and you will have to reapply again from scratch. You can lose a lot of time on this simple error.