Florida LLC Basics & Helpful Information
General Overview of starting a Florida LLC
This article is meant to be a general overview of the Florida LLC formation process and other basic issues related to LLCs.
Initial Filing Fees
Florida LLC Filing Fees
The Florida Department of State filing fee for the Articles of Organization (to create an Florida LLC) is $125.See full fee schedule →
Filing Time Frame
Florida Filing Time
Regular processing time for online filing (recommended) takes 1-3 business days. Documents submitted by mail are usually processed and added to the computer records within 3-7 business days. Allow an additional 5-10 business days for the imaged document to be available online. Florida does not currently have an option to expedite the processing times.
Annual Compliance & Fees
Florida Annual Compliance Requirements
Florida LLCs are required to file an electronic annual report between January 1st and May 1st of the year following the formation of the LLC for a fee of $138.75 (plus $400 if filed late). This is an informational report to maintain compliance with the Florida Department of State Division of Corporations.
Form an LLC in Florida
You can use this checklist to help guide you through the process of forming a Florida LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Florida is naming your business. You’ll need to check with the Florida Department of State Division of Corporations to make sure the name you’ve chosen is available.Search Florida Records For Name Availability →
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Florida Secretary of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Your LLC name must contain the words “limited liability company” or the initials “LLC” or “L.L.C.”. The new LLC name must be distinguishable from the names already on file with the Florida Department of State Division of Corporations.
Florida Fictitious Names
A fictitious name is similar to a “doing business as” (DBA) name. A fictitious name is “any name under which an individual or business entity transacts business in Florida, other than his/its legal name”. There is a fee of $50.00 to register your fictitious name in Florida. Florida fictitious names are only applicable in Florida and are not a substitute for a national trademark filing.Florida Fictitious Name Info →
Step 2: Register your LLC with the State
Florida Articles of Organization
Your Florida LLC is formed by signing and filing Articles of Organization, designating a Registered Agent, and paying the appropriate filing fee to the Florida Department of State Division of Corporations. You can e-file the Florida Articles of Organization. The Florida Secretary of State staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.
The Articles of Organization must include at a minimum:
- Name of the LLC
- Principal Place of Business (must be street address)
- Mailing Address, if different than the Principal Place of Business
- Registered Agent’s Name and Address and Signature
- Name and Address of Person(s) Authorized to Manage LLC
- Effective date of the LLC
- Signature of a Member or an Authorized Representative
- Include a Cover Letter if not filed electronically
Florida Registered Agent Information
Florida requires that the LLC have a Registered Agent, which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. The registered agent’s office address must be a physical Florida street address. A post office box is not acceptable. The registered agent may be an individual or another business entity with an active Florida filing or registration on record at the Florida Department of State. An LLC cannot be its own registered agent, but the LLC can appoint one of its members as the registered agent. It is a good business practice for the registered agent to accept the appointment in writing.Read more about Registered Agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meeting are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form an LLC in Florida, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Florida LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Florida Licensing and Permitting →
Registering a Foreign LLC in Florida
If you have a non-Florida LLC (aka Foreign LLC) and you are doing business in Florida, you may need to register the Foreign LLC in Florida. Each state has a different definition of “doing business”. In Florida, the kinds of activities that would not constitute “doing business” are outlined in the Florida Statutes Section 605.0905.
The filing fee for the Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida is $125.See more about registering a foreign LLC in Florida →