How to Form an LLC in Florida

How to Form an LLC in Florida

Sona Sulakian

So you want to start a business? There are many forms of business organizations to choose from, but the most common among small businesses is the Limited Liability Company (LLC).
LLCs combine the flexibility of a partnership with the limited liability of a corporation, meaning as an owner, you aren’t responsible for the company’s debts and obligations. This means the most you can lose is your investment in the business.


Before you jump to the fun stuff, like creating logos and branding, you need to file some paperwork to take advantage of that limited liability and protect yourself in case the business doesn't work out. 


LLCs are governed by state law, and each state has its own guidelines for forming an LLC. Here are the rules for forming an LLC in Florida.


1. Decide if you want a lawyer's help.


You don't need a lawyer to form an LLC in Florida. But lawyers can save you a lot of time and energy, as well as protect you from liability in case your business doesn’t work out.


Lawyers also are less likely to make mistakes on paperwork, which will prevent a lot of future headaches. Read up on a few reasons why you need a lawyer.


2. Pick a name and search its availability. 


An important aspect of your business is its name. Your business name must include some variation of the term “Limited Liability Company” or LLC. You want to put people, especially creditors, you’re dealing with as a business on notice that you are limiting your liability and they can’t come after your personal assets, such as your car or home. The name should not include potentially misleading words such as Treasury or State Department. Some restricted words, such as Bank, Attorney) may require additional filings and a licensed professional, such as a lawyer or doctor, to be a member of your LLC. 


Your LLC’s name should be different from names of businesses already registered with the Florida Secretary of State. You can check the availability of your LLC name at the Florida Secretary of State’s Sunbiz website. If the name of your LLC is the same or too similar to another LLC, corporation, or limited partnership then you will not be allowed to establish your business and will have to refile. So conducting a search beforehand will save you a lot of time and money on filing fees. 


You don’t have to use the LLC name registered in your Articles of Organization. You can use another name, also called a fictitious name or DBA (doing business as), by registering the fictitious name with the Florida Division of Corporations. You can register online or mail the Application for Registration of Fictitious Name ($50 filing fee). The registration remains in effect for five years. 


Furthermore, you should search through the U.S. government’s trademark database (a trademark is the sign or name that people use to identify your company, i.e. the checkmark for Nike). If you are creating a brand, you want to make sure no one out there already has a claim on that name, or a close variation of it.


Customers generally expect the domain name of a company website to match the business name, so conduct a search to see if the domain name is available. You should also consider creating a professional email account, for example using Google's G Suite


3. File the Articles of Organization 


An LLC is formed by filing Articles of Organization with the Florida Division of Corporations.


You must appoint an agent for service of process, who will be responsible for accepting legal papers for the LLC. The agent can be either a Florida resident or a business registered in Florida, but can’t be the LLC itself.


The Articles typically include:

  • The name of your LLC
  • The street address of the LLC’s principal office
  • The purpose of the LLC, i.e. the services your business will offer
  • The name and address of the agent for service of process, so if someone wants to sue your LLC, there is a public record of where the LLC may be served.
  • Whether your LLC will be member-managed or manager-managed
  • Pay the state filing fee
  • The name, address, and signature of the LLC’s organizer
  • Effective date of the certificate

In a member managed LLC, the owners are engaged in the daily operation of the business. On the other hand, in a manager managed LLC, a designated manager handles the day-to-day affairs of the business. 


You may file the Articles online or by mail for $125.


4. Annual Report Required


In Florida, LLC’s are required to file an annual report to stay “active” in the State’s record. Failing to file a report can be accompanied by severed consequences, including dissolution. The first report is due the year after the LLC is formed and may be filed between January 1st and May 1st for a $138.75 filing fee. Late payments are liable for an additional $400 late fee. Annual Report Reminder Notices” will be sent to the LLC’s email address.


5. Create an Operating Agreement


An Operating Agreement is not required in Florida, but is highly recommended even though it is not filed with the state. This document usually dictates how the LLC will be governed, otherwise state LLC laws will govern. This agreement can also help preserve the owners’ limited liability by ensuring that the LLC is treated as a separate business entity. 


The operating agreement should include:

  • The allocation of the members’ ownership interests in the LCC
  • Member rights and responsibility 
  • Member voting powers
  • The allocation of profits and losses
  • Procedures and rules governing meetings and voting
  • Procedures for when a members want to exit the LLC

5. Get an EIN Number


You will next want to get an EIN for your Florida LLC, which is basically a Social Security number for your business. The Employer Identification Number (EIN) is a nine-digit number issued by the IRS to identify a business entity and keep track of a business’s tax reporting. 


You’ll need an EIN number to:

  • To open a business bank account for the company
  • To file Federal and State taxes
  • To hire employees

After forming your LCC, you can get an EIN from the IRS for free online.


What did we tell you? It's not so easy to form an LLC. But if you want to protect yourself, you will. And one of our lawyers can make the whole process easier. 

LawChamps is here to connect you with an experienced and trusted lawyer who can help you at an affordable rate. The company assists with the management of your case and lawyer relationship. Your lawyer will assess your legal issue in a timely and confidential manner, explain why you need or do not need a lawyer, and only charge you for the legal services performed and associated out of pocket fees. This article is intended to convey general information and does not constitute legal advice.
Sona Sulakian

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