How to Form an LLC in Florida

The personal assets of LLC owners are protected from business liabilities — including debts and litigation — as long as the LLC is maintained properly.

Once you have decided upon an LLC as the proper business entity for your company, the formalities of forming the LLC are fairly simple:

1. Choose a Name. In Florida, the name of an LLC must include the words “Limited Liability Company” or “Limited Company” or the abbreviations (LLC, LC, Ltd., Co.). The company name must also be distinctly different than other names already on file with the Florida Division of Corporations. You can check for name availability online at sunbiz.org/search.html.
2. Name a Registered Agent. Every Florida LLC must have a registered agent, which is an individual or business authorized to do business in the state that is appointed to accept legal documents on behalf of the LLC if a lawsuit is filed against it. A physical street address in Florida for the registered agent is also required.
3. File Articles of Organization. You must file Articles of Organization with the Florida Division of Corporations. These articles will include (1) the LLC’s registered agent’s name, address and signature; (2) name(s) and address(es) of the LLC manager(s); and (3) the effective date of the LLC if it differs from the filing date. The Articles of Organization can be filed online or by mail.
4. Create an Operating Agreement. Although not mandatory for Florida LLCs, operating agreements are highly recommended to establish parameters for the operation and ownership of the business. An operating agreement is essential for single-owner LLCs to set the LLC apart from a sole proprietorship, thereby protecting the limited liability status of the LLC.
5. Heed Tax and License Requirements. LLCs with more than one member must obtain an IRS Employer Identification Number (EIN). Single-member LLCs only have to obtain an EIN if you decide to have the LLC taxed as a corporation rather than a sole proprietorship. Depending on the LLC’s business type and location, local and/or state business licenses may be required.
6. File an Annual Report. To retain active status, a Florida LLC must file an annual report with the Florida Division of Corporations every year between January 1 and May 1. The annual report can be filed online at sunbiz.org.

LLCs formed in another state that seek to do business in Florida must appoint a registered agent and file a Qualification of Foreign LLC with the Florida Division of Corporations. If the name of the LLC conflicts with an existing name in the Florida Division of Corporations’ database, a new name must be chosen to do business in Florida.

Forming an LLC and organizing one are two different things, and while the formalities of formation are fairly basic, you should consult with a Florida business attorney to help you organize your LLC.