How To Set Up A Florida LLC

Are you considering starting your own business in Florida but don’t know where to start? One early step to work on is forming the business structure, and a popular choice is the Limited Liability Company (LLC).

Forming a Florida LLC has many benefits, and this guide will explain what an LLC is, the benefits of forming one in Florida, and how to go about doing it.

Related: Starting A Business In Florida Checklist

What is an LLC?

A Florida Limited Liability Company is a popular business structure (also called a business entity) in Florida for several good reasons. It offers the owners, often called members, protection from being personally responsible for the business’s debts and liabilities. This means if the business owes money or faces a lawsuit, the members’ personal assets, like their homes or cars, are usually safe.

Unlike a Florida sole proprietorship or general partnership, where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal structure that protects the business owner’s personal assets.

Besides liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and Florida corporation because it offers multiple tax options, management flexibility, and fewer formalities (such as no required annual meetings) than the corporation.

Steps To Form A Florida LLC

Step 1: Choose the LLC Name

The first step in forming a Florida Limited Liability Company is to make sure the name you want is available. The most important consideration when picking an LLC name is that it has to be distinguishable from other registered entity names in the state of Florida.  A name that is different from the name of another entity or filing due to any of the following is not considered distinguishable:

• A suffix
• A definite or indefinite article
• The word “and” and the symbol “&”
• The singular, plural, or possessive form of a word
• A punctuation mark or a symbol

Learn how to easily do a Florida LLC name search through the Florida Department of State’s business entity database.

In addition to picking a unique name, a few restrictions exist to naming a Florida LLC. These include:

1. Using an approved entity designator at the end of the business name:

• Limited Liability Company
• LLC
• L.L.C.

A comma may be used after the business name and before the designator.  “Orange Blossom Boutique LLC” and “Orange Blossom Boutique, LLC” are acceptable.

2. Using some words in the LLC name is prohibited, such as those that may infer a federal, state, or municipal government agency. There are additional restrictions against certain words in the name related to professions such as attorneys, locksmiths, banks, etc., unless the business is registered to provide such services.

3. The purpose statement that is described in the Articles of Organization (Step 3) may not contain language stating or implying that the limited liability company is organized for a purpose other than what was stated.

If you plan to use a different LLC name from the one used when initially setting up the LLC (perhaps you want to run multiple businesses under the LLC), you can register for a Florida Fictitious Name (also referred to as a DBA or Doing Business As name). 

Step 2: Appoint a Florida Registered Agent

In Florida, every LLC must appoint a registered agent. A registered agent is simply an individual or company with a Florida street address responsible for receiving legal documents, such as lawsuit notifications, on behalf of the business.

Many LLC owners fill this role, while others hire registered agent services. A registered agent service ensures that your LLC adheres to state requirements while offering convenience and confidentiality since the owner’s personal address isn’t disclosed in public records.

Related: How Do You Appoint A Florida Registered Agent?

Step 3: File the Florida Articles of Organization

The paperwork to create an LLC in Florida is called the Articles of Organization. You can file online or download the Florida LLC Articles of Organization from the Florida Department of State.

Turnaround time for the state to file the Articles of Organization is 1-2 business days when filing online or 5-10 business days when filing by mail.

If you have questions, contact the Florida Department of State, Division of Corporations.
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
Phone: 850-245-6051
Sunbiz website: https://dos.myflorida.com/sunbiz/

Related: How To Fill Out The Florida Articles Of Organization

Tips for Filling Out the Florida LLC Articles of Organization

When filling out the Articles of Organization, a few sections can sometimes trip people up when seeing them for the first time. Let’s go over a few of those sections.

Effective date: You may list an effective date if you would like the Limited Liability Company’s existence to become effective on a date other than the date the Florida Department of State files it. The effective date can be up to 5 business days before the date of submission or up to 90 days after the date of receipt.

Principal place of business: In this section, enter the street address, city, state, zip code, and country of the business’s initial principal office.  This address can be the LLC’s physical address or the address where the business records are kept.  You may not use a PO Box for the principal place of business.

If you prefer to use an address other than your principal place of business for correspondence from the Department of State, enter that address in the mailing address field. A PO Box is acceptable.

Name and address of person(s) authorized to manage the LLC: This section asks for the name and address of each manager or representative authorized to manage and control the company. Three choices are listed, but you can use any appropriate title.  The listed title definitions include:

• (MGR): The Manager is a person hired to perform the management functions of a manager-managed LLC.  This person may or may not be an LLC owner (officially referred to as a member)
• (AMBR): The Authorized Member is an owner of the LLC
• (AP): An Authorized Person is authorized to execute and file records on behalf of the LLC.  Typically, an attorney or accountant.

What To Do After Starting A Florida LLC

Once the LLC has been formed, there are a few additional steps to take. Below is a list of the most common tasks.

Prepare a Florida LLC Operating Agreement

The LLC operating agreement is a document that governs the framework of an LLC. It covers items like ownership rights, member responsibilities, how profits and losses are distributed, and more.

Florida statute does not require an LLC to have an operating agreement, but it is still worth considering. Without an operating agreement:

• The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit.
• Member’s personal liability protection may be diminished.
• Members may not fully understand their roles and responsibilities, which could lead to costly disputes in the future.

Obtain an EIN

If the LLC will hire employees or is owned by more than one member, an EIN is required. 

The EIN or Employer Identification Number (also referred to as a Federal Employer Identification Number, FEIN, or Federal Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Like an individual’s social security number, the EIN identifies business entities for tax purposes.

Related: How To Register For An EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account, such as:

• A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
• Copies of the original formation paperwork from the state show the official creation of the LLC.
• Government IDs of the LLC member(s).
• Depending on the LLC’s age, a Florida Certificate of Status may be needed to prove the LLC is active and in good standing with the state.

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, various business licenses and permits will likely be needed. Some common registrations include:

• Business license: There isn’t a general statewide business license in Florida, but some cities require licensing before starting.
• Professional license: Certain services in Florida require state licensing, such as barbershops, accountants, salons, and others.
• Sales tax permit: A Florida seller’s permit from the Florida Department of Revenue is necessary to sell products and certain services in the state.

Related: How To Register A Business In Florida

File the Florida LLC Annual Report

LLCs are required to file an annual report each year with the Florida Department of State. This report updates ownership information and other details. The annual report fee is $138.75 and is due the first year following the LLC formation, between January 1st and May 1st.  A late fee is added to the cost if the report is filed after May 1st.  The state will dissolve the LLC if not filed and paid by the 4th Friday in September.

Related: How To File A Florida Annual Report

File the Beneficial Owner Information Report

Beginning in 2024, any individual who owns at least 25% or has “substantial control” of an LLC or corporation in Florida or any other state must file the Beneficial Ownership Information (BOI) form with the Financial Crimes Enforcement Network (FinCEN). BOI reports are filed electronically through FinCEN’s website.

Florida LLC FAQs