How to Form a Florida LLC in 10 Steps
You can form a Limited Liability Company or LLC in Florida in 10 simple steps. This is a common business structure that many businesses opt for. It allows one or more people to own a portion of the company while profits can be earned by the LLC and passed through to individual members.
Keep in mind that a corporation requires that a separate tax return be filed, but an LLC will not file a separate tax return. LLCs do, however, reduce liability for activities that the company commits.
Forming a Limited Liability Company is a straightforward process, but there are several steps you'll want to follow.
1. Choose Your Company Name.
You must choose a name for your business that you have the right to use. In other words, the name can not be taken by another business in Florida. If you like, SunDoc can run your name search or reserve your LLC name on your behalf. Your preferred name needs to be available in the State of Florida.
2. Understand the LLC Organizer Requirement.
You must name an LLC organizer on the Articles of Organization form. If you prepare and upload your own Articles, you can name your organizer. If you choose SunDoc to file your Articles of Organization then SunDoc can be named as your organizer.
3. Designate a Registered Agent.
In step 3, you need to designate who your registered agent (firm or person) will be. This needs to be on the Articles of Organization form (see #6). For additional information on what registered agents do and why they’re necessary, see this article: Registered Agent Service.
4. Decide Your Ownership and Management Structure.
You’ll be asked whether your Florida LLC will be managed by multiple managers, all members, or one manager on your Articles of Organization form. Ultimately, you need to choose whether you’d like to be manager-managed or member-managed.
5. Create an Operating Agreement.
Florida does not require an LLC to have an Operating Agreement, an implied operating agreement is formed according to the default conditions specified in the law. However, you should determine if the default conditions are in your best interest.
If your LLC will be manager-managed, you must create an Operating Agreement for your company records. Current Florida law says that a manager-managed LLC is only valid when you declare it in both the Articles and Operating Agreement.
The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here. You may also wish to consult an attorney for advice.
6. File the Articles of Organization.
At this point, in the State of Florida, you’re required to file a form called the Articles of Organization. This is a one-page document, which provides details about your company to Florida State. Once the Florida Secretary of State accepts your Articles of Organization, your LLC will be officially formed!
You need to have a name and address for your company in order to file your Articles of Organization. You also must know your who your LLC organizer is, your chosen management method, and who your registered agent will be. In Florida, it is not required that members’ names are filed, neither do you need to publish the creation of your company in a newspaper of record. There is, however, still a filing fee of $130 that you’ll need to pay.
If you would like to have a filing service handle your paperwork or if filing yourself is an issue, SunDoc would be happy to file your Articles of Organization on your behalf.
7. Obtain an EIN and Open a Business Bank Account.
At this point, you are now a registered Florida LLC — congrats! As such, you need what is called an Employer Identification Number. This is true whether your company employees anyone or not. If you have more than one member and form an LLC, you need an EIN (Employer Identification Number).
You can obtain an EIN from the IRS. SunDoc can file for you, or you can file with the IRS on your own.
EINs are necessary for several steps involved in the formation of your business. Banks will need one, for example, in order to open a business account. At this point in your LLC formation timeline, you should open a business account and start keeping track of business expenses and receipts. Stop using any personal accounts for your business. It’s also a good idea to speak with an accountant about any help you need with business-related manners.
8. Pay Florida State Taxes.
As an official Florida LLC, your LLC will be required to pay state taxes to the State of Florida. Additional information about paying state taxes to the state can be found on the Secretary of State’s website. Remember that you will also need to collect sales tax on behalf of your LLC if you plan to sell goods in Florida.
9. Determine Necessary Licenses and Permits.
Nearly all Florida LLCs will need to have the proper business licenses or permits in order to operate at the county level and city level. Often, Florida companies don’t realize this, and they are surprised at what they discover when researching business licenses and permits Expensive fines and penalties can result if you fail to operate with the proper permits and licenses on the county and city level.
10. File a Annual Report.
One of the most important steps you need to take in the formation of your Florida LLC is filing the Annual Report. SunDoc can file this form for you if you prefer.
The purpose of a Annual Report is to keep the state updated on basic information about your company. After you file your initial Statement of Information, you’ll need to file an additional Statement of Information every two years thereafter. If you’d like to file your own SI, this form can be found on the Florida Secretary of State website.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit our LLC FAQs.
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