Forming or Qualifying a Limited Liability Company in Florida
If you’re here, you probably already know that forming a limited liability company in Florida is one of the best ways to protect your interests while still having the flexibility you need to run your business. An LLC’s owners are known as members, and they may or may not directly oversee day-to-day operations. Our guide will walk you through the ins and out of forming an LLC in Florida, whether you choose to do it online or through more traditional methods. For your convenience, the referenced documents may be found at the bottom of the guide.
- To form an LLC in the State of Florida
- Limited Liability Companies
How Do I Form a Limited Liability Company in Florida?
A limited liability company (LLC) is formed in Florida when one of the business’s authorized representatives signs and files articles of organization with the Department of State’s Corporations Division. This can be done in person, by mail, or online. See Fla. Stat. § 605.0201.
What to Know Before You File Your LLC Paperwork
What Is an Authorized Representative?
An authorized representative is anyone who has been appointed by the LLC’s members to act on behalf of the company. There are many options for who you can select as your authorized representative. It can be a person, a group of people, a business, or almost any other organization. A full list can be found under Fla. Stat. § 605.0102(48).
What Are Articles of Organization?
Articles of organization are the founding documents of an LLC that are filed with the State of Florida. You can file them online or by mail. You can find a template at the bottom of this guide if you’d like to follow along. This document will set up the basics of your business and should at least cover:
- The proposed name of the LLC
- The LLC’s primary street and mailing addresses
- The name, address, and written acceptance of the LLC’s registered agent
See Fla. Stat. § 605.0112
When drafting your LLC’s articles of organization, you should also consider including:
- Whether the business will be manager-managed or member-managed
- Manager-managed LLCs are managed by people appointed by the members to conduct operations on their behalf
- Member-managed LLCs are managed directly by one or more of the owners
- Read here for a detailed breakdown on your available management styles
- The names and addresses of the initial members and, if applicable, the initial managers
- Any limitations on the authority of the members and/or managers
- Other matters relevant to your operations
See Fla. Stat. § 605.0201(3)
Are There Any Rules for Naming My LLC?
Yes, such as:
- The LLC’s name must have the words “limited liability company” or the abbreviation “L.L.C.” or “LLC”
- It must be distinguishable from other companies on record with the Division of Corporation of the Florida Department of State
- This does not apply to registered fictitious names, general partnerships, and limited liability partnership statements
- The name may not suggest or outright state that the LLC is organized for purposes not authorized by the Florida Revised Limited Liability Company Act or the articles of organization
- The name may not suggest or outright state that the LLC is associated with a state or federal agency, nor any other entity chartered under the laws of the united states.
See Fla. Stat. § 605.0112
Before submitting any paperwork, you should perform a basic name search to make sure that the proposed name hasn’t already been taken and would be easily distinguished from other businesses. This can be done on the Florida Department of State’s website. Your LLC’s name isn’t unique enough from those already in existence if its only difference is:
- A suffix
- A definite or indefinite article
- The word “and” or the “&” symbol
- A word has been made singular, plural, or possessive
- A recognizable abbreviation
- Punctuation marks or other symbols
Your name will be registered when your LLC is successfully formed. It is not possible to reserve a name for your LLC in Florida.
How Do I File My LLC’s Articles of Organization?
Your LLC’s articles of organization can be filed online, by mail, or in person.
Filing online will be the easiest option for most people. To do this, start by pulling up the Department’s e-filing page for Limited Liability Companies.
What To Do After Your LLC Is Incorporated With the State of Florida
Once you LLC has been incorporated, then you will likely want to consider whether or not you should obtain an Employer Identification Number (EIN). You can obtain your EIN by visiting the IRS website here.
- An LLC with 1 owner will be taxed as a sole proprietor by default
- An LLC with 2 or more owners will be taxed as a partnership by default
What Is an EIN?
- has any employees
- is not taxed as a disregarded entity (e.g. an S-Corporation)
- needs to file Employment, Excise, or Alcohol, Tobacco, and Firearms tax return
What Is an Operating Agreement? Do I need an Operating Agreement?
An LLC’s operating agreement details how the business will be managed. Florida law doesn’t require you to have one, but it’s an essential document nonetheless, which is why we include it in our flat-fee LLC packages. Operating agreements are especially important reducing the likelihood of disputes in LLCs with multiple members.
What Should My LLC’s Operating Agreement Cover?
Because the state of Florida does not require an LLC to have an operating agreement, there are provisions that yours is legally required to include. The contents will depend heavily on the specifics of your business. However, we suggest addressing:
- Whether the LLC is member-managed or manager-managed
- How to add and remove members
- Each member’s ownership percentage in the company
- Whether the members will be allowed to work for other entities without restrictions
- What to do if a member dies or incapacitated
- What circumstances and conditions apply when adding new members
- The responsibilities of the members, managers, and other officials acting on behalf of the LLC
- How and when meetings will be held
- Whether meetings must be held before the LLC can take any major actions
- How to dissolve the LLC and wrap up business
- You can find our guide on LLC dissolution here
- Management rights and authority of the members
- How the profits, losses, and other distributions will be made among the members
- Initial capital contributions
- Notices and procedures for calling member/manager meetings
- Member/manager liability to third parties
- How to amend the articles of organization or operating agreement
- Indemnification of members/managers by the LLC
- And if there are any managers:
- The rights and powers of the managers
- Whether there will be multiple classes and/or voting powers for the managers
- How to add or remove managers
Is There Anything I Cannot Include in an LLC’s Operating Agreement?
The state of Florida expressly forbids limited liability companies from including certain provisions in their operating agreements. While this is not a comprehensive list, your agreement cannot:
- Change the capacity for your LLC to be sued, whether in its own name or otherwise
- Eliminate obligations of good faith and fair dealing for the members/managers, or their duty of loyalty or duty of care under Fla. Stat. § 605.04091
- Cancel out liability for someone’s bad conduct, bad faith, knowingly breaking the law, or intentional misconduct
- Alter the grounds for dissolution stated in Fla. Stat. § 605.0702
- Change the requirements of winding up the LLC’s business, activities, and affairs stated in Fla. Stat. § 605.0709(1)
- Provide indemnification or compensation under Fla.Stat. § 605.0408 for:
- Acting in bad faith, knowingly breaking the law, or committing intentional misconduct
- Transactions improperly benefiting a member or manager
- Breaching duties of loyalty or care
- Improper distributions incurring liability applicable under Fla. Stat. § 605.0406
See Fla. Stat. § 605.0105(3) for more disallowed operating agreement provisions.
Does Florida Have Any Organizational Requirements for LLCs?
No. Part of the appeal of forming a limited liability company is how easy it is to get one up and running. You don’t need to worry about any of the formalities required of corporations. This gives you control over how to conduct your own business and lets you get started faster.
What Licenses and Permits Do I Need for My Florida LLC?
The specific licenses and permits needed by your LLC will depend on your chosen line of business. However, most will need to obtain a business license receipt from the county and/or city in which they are located. These city and county licenses must be renewed each year. There are no standard state-wide fees for business licensing or renewal, so you’ll need to check with your local officials for the details.
LLCs involved with certain trades, business, practices, or events will need their own specific licenses and permits because of the unique nature of their work. In Florida, this is overseen by the Department of Business and Professional Regulation. There can be cities and other jurisdictional requirements, too. If your business is federally regulated, then you should check to see if you will need any licenses at that level as well. Because of all the different governing bodies involved in the process, it’s smart to have a business lawyer or another advisor to help you cover all your bases.
What Is a Fictitious Name? (Doing Business As)
Your LLC can do business under a name different from the one on its articles of organization by registering a fictitious name with the Department of State – you can download a copy of the application below. See Fla. Stat. § 865.09.
What Do I Need to Apply for a Fictitious Name for My LLC?
Your application for fictitious name registration needs to have:
- The proposed fictitious name
- Your LLC’s mailing address
- Each registrant’s name and address
- If the LLC has already been formed, its document registration number and, if it has one, its EIN
- Certification by a registrant that the intention to register the fictitious name has been advertised at least once in a newspaper as set forth in Fla. Stat. § 50.031 in the business’s principal county
- Any other reasonably necessary information
How Do I Apply for My LLC’s Fictitious Name?
You can file your fictitious name with the Department of State along with a $50.00 filing fee either online, by mail, or in person. You can conduct a search to see if your desired name is available by searching the Department’s database.
How Long Is My LLC’s Fictitious Name Good For?
A successfully registered fictitious name is good for a period of five years. You can renew it before it expires with a Fictitious Name Renewal Form (available below) and a $50.00 fee. This can be done online, by mail, or in person.
If you want to stop using the fictitious name before it expires, your LLC must file a cancellation with the Department within 30 days since discontinuing its use. This cancellation is done by filling out the cancellation section of the fictitious name registration form and filing it with a fee of $50.00.
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