A person can start an LLC in Florida by filing an Articles of Organization with the Florida Division of Corporations. No other document is legally required.
To file the Florida LLC and the Articles of Organization, the Florida Division of Corporations requires the filer to pay a filing fee of $125.
Purpose of a Florida LLC
The primary reason behind forming an LLC is to protect personal assets from business liability. In most cases creditors of the LLC cannot go after the owner of the LLC itself.
In Florida, LLCs are also often used in asset protection plans to protect investments and personal wealth from creditors of individuals.
Articles of Organization
To file the Florida LLC, the Articles of Organization must include the following information:
- Name of the entity
- Address of the entity
- Registered agent name
- Registered agent office address
- Purpose of LLC
- Manager or authorized representative
- Effective date
Name of the Entity
The state of Florida imposes rules on what an LLC can be called. The name of the company must be distinguishable, meaning it cannot be the same as another company. Furthermore, the name itself must include “LLC” or “L.L.C.” or “Limited Liability Company” to show that the company is in fact a Florida LLC. Professional LLCs instead are typically use the letters “PLLC.”
Address of the Entity
When starting a new LLC, one requirement of the Articles of Organization is to state the address of the LLC. The Articles must include both the principal place of business address ad well as the mailing address (if different). The principal place of business cannot be a PO Box.
In Florida, a registered agent is the person or entity that is authorized to accept service of process for the LLC. Service of process is a legal term usually meaning service of lawsuits and court documents. If someone wants to sue the LLC, they would cause the legal documents to be served onto the registered agent.
All LLCs in Florida must have a registered agent that is physically located in the state of Florida. The owner or manager of the LLC can serve as the registered agent so long as they are physically located in Florida. Sometimes people filing a new LLC in Florida choose to have a company or law firm serve as registered agent so that they can avoid having to deal with personal service of court documents.
The registered agent must also sign the application used to file the Florida LLC. The signature can be electronic.
Normally an LLC begins existence upon the filing of a valid Articles of Organization. However, the Articles can specify an alternate effective date so long as it is no earlier than give business days prior to filing or ninety days after.
Choosing a different filing date is common when an LLC is filed towards the end of a calendar year—some people choose an effective date of January 1 for the following year so that they do not need to file an annual report for that year.
Purpose of the LLC
If the LLC is a professional company, the Articles of Organization must list the professional purpose. For example, the professional purpose could be practice of medicine or law.
The Articles for a regular LLC does not need to include a description of the LLC purpose.
Manager or Authorized Representative
Starting an LLC in Florida requires designating a manager or authorized representative of the LLC. The manager is the individual or entity that is authorized to act for the company and execute documents on behalf of the company.
The name of the manager will be public so that people dealing with the LLC can verify that the individual is authorized to act for the company.
When filing a new LLC in Florida, the applicant does not need to list the owners of the LLC. Contrary to what many people believe, the public listing of the Florida LLC does not include the name of the company owners.
Instead, ownership of an LLC is best expressed in an LLC operating agreement or on the tax return filed by the LLC (Form K-1).
Certificate of Status
An LLC does not need a Certificate of Status. Many third party services looking to make a quick buck will send mail to a newly-filed LLC offering to obtain for the company a Certificate of Status. Despite what is alleged in the mail, no certificate is needed.
Frequently Asked Questions about Starting an LLC
How much does it cost to form an LLC in Florida?
The total filing fee charged by the state of Florida is $125.
Do LLCs pay taxes in Florida?
No, Florida is famous for having zero income tax. Income earned by a Florida LLC will not be taxed by the state of Florida
How long does it take to set up an LLC in Florida?
The Florida Division of Corporations typically processes the filing of new LLCs within a few days. However, a times the division is backed up and it can take several weeks to process the LLC filing.
Do you have to renew the LLC every year in Florida?
Florida LLCs must file an annual report every year and pay the renewal fee. Otherwise the LLC will be administratively dissolved.