How to Form an LLC in Florida

How to Form an LLC in Florida

A step-by-step guide to forming a Limited Liability Company (LLC) in the state of Florida.

steps to form an llc in florida

Getting a new business off the ground typically involves formalizing that business as a legal company that can manage day-to-day affairs, simplify taxation, and provide important protections. When you decide the right step is to turn your business in Florida into a limited liability company, or LLC, there are five steps you will need to complete. Following this process will result in a company appropriately registered with the authorities and ready to do business in Florida. You will need to select a name, designate agents, file Florida Articles of Organization, and pay a $125 fee.

The following are the steps to form LLC in order to establish and operate a business in Florida.

Step 1.Decide on a name for your Florida LLC
Step 2.Select and designate your registered agent
Step 3.File your Florida Articles of Organization
Step 4.Determine whether the LLC will use an Operating Agreement
Step 5.Apply for and receive your EIN

Step 1. Decide on a name for your Florida LLC

What will you call your new business? Choosing a name for your LLC is the first step in forming a company in Florida. This early stage is important because a careful selection that conforms to the necessary requirements set by the Florida legislature reduces the risk of name-related delays later. Think carefully about the name you choose and select something that will make your LLC easy to remember, identify, or search for online.

1. Follow Florida’s laws concerning proper LLC naming conventions.

Like most states, Florida requires that anyone forming a business through this procedure include the words “limited liability company” in the company name in some form. This includes the full phrase plus “limited company,” “L.C.,” or “L.L.C.” It is also acceptable to abbreviate word “Company” to “co.” and the word “Limited” to “Ltd.” if desired. You should select a distinct name not easily confused with other businesses currently registered in Florida. You may not use phrasing or specific words that could cause public confusion, including any words that would imply an association with state agencies.

Other words also fall under state restrictions and may require additional filings to receive authorization for their use. These words, which often include “Attorneys,” “Bank,” “College” or “University,” have implications that may also cause incorrect public assumptions. Certain names may require you to have relevant licensed professionals on staff.

2. Ensure your selected name is currently available in Florida.

You should always make sure your chosen LLC name is available in Florida before making official filings and paying non-refundable fees. Checking ahead of time is easy when you search business names using the official SunBiz website hosted by the state’s Division of Corporations.

Note: The name you select for your LLC during the filing process does not necessarily have to be the name you use during day-to-day operations. Florida allows for fictitious business names, also called a “Doing Business As” (DBA) name. As with your formal name, you must separately register this title using the Application for Registration of Fictitious Name, submitted to the Division of Corporations. The cost is $50. Fictitious names require renewal every five years. Apply online or mail a completed paper application to:

Fictitious Name Registration
PO Box 6327
Tallahassee, FL 32314-1300

Be aware that Florida does not allow business owners to reserve LLC names before filing. Therefore, once you select your name and verify it is still available, you should proceed with the rest of the steps ASAP to avoid any potential conflict.

Step 2. Select and designate your registered agent

The registered agent is the state’s primary way of making contact with a business in an official, legal capacity. As such, they are a critical part of forming an LLC, as the state will need to know how to communicate with you after establishment. Registered agents receive important documentation from the state and act as the recipient for any service of process.

Registered agents must be permanent, full-time residents of the state with a physical street address. Agents may be third-party services whose sole purpose is to act as a business agent, or it may be an individual in, or associated with, the business. You must appoint an agent before you can proceed.

Step 3. File your Florida Articles of Organization

Florida allows business owners to file their official Articles of Organization in one of two ways: online or by mail. The Florida Division of Corporations must receive your submission of Form LLC-1 Articles of Organization before your business receives formal recognition. To ensure your application is fully valid and ready for approval, ensure that it includes the following items:

  • The location (mailing address and street address) for the principal business office.
  • The registered agent’s name, physical address, and authorized signature.
  • Name and address for any and all managers of the LLC.
  • The effective date of formation, if different from the filing date.
  • Signature from LLC members or their representatives.

Apply online using the state’s digital portal, or submit your application and fee by mail to the following address:

New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

The filing fee for all Florida Articles of Organization is a non-refundable $125.

Do you have a business based outside of Florida and want to expand to operate within the state’s borders? You must register as a Foreign LLC to do so. This process includes appointing a Florida-based registered agent, verifying name availability, and filing the Qualification of Foreign LLC with the Division of Corporations. You must obtain a Certificate of Existence from your home state no more than 90 days old when filing. The fee is the same as domestic LLCs, $125.

Step 4. Determine whether the LLC will use an Operating Agreement

Florida does not require an Operating Agreement to form an LLC, but many consider implementing an OA an important best practice in business. This agreement lays out the formal, agreed-upon structure of the LLC, such as its org chart, duties and responsibilities by role, and decision-making procedures for the LLC’s members. Without an Operating Agreement, LLCs function entirely according to the rules of Florida law, which may not always provide the level of flexibility desired by LLC members. An Operating Agreement also acts as a liability shield, affirming the separate nature of the business from its members.

Step 5. Apply for and receive your EIN

If an LLC has more than a single member involved in its formation, it is mandatory to request and have assigned an IRS Employer Identification Number or EIN. This is true even if you do not currently directly employ anyone. Single-member LLCs only need an EIN if they plan to become an employer or opt for a corporate taxation model.

An EIN is often a mandatory requirement for opening new business bank accounts. It also makes it easier to manage your taxes and to hire staff when that need arises. There is no filing fee for completing the application for an EIN. You may complete the process using the IRS online portal, submit your application by fax on (855) 641-6935, or mail a completed application to this address:

Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999