With its balmy weather and steadily growing economy, Florida has a ton of entrepreneurial appeal. If you’re interested in striking out on your own, the Sunshine State is an excellent place to get a brand-new business going.
Starting a new company demands commitment and vision, but it also requires a key decision: You’ll need to determine which kind of business entity to create. And if you’ve done any initial research on the subject, you’ve probably heard of the business structure known as an LLC.
LLC stands for limited liability company, a type of business with several distinct benefits. Each state has its procedures for forming LLCs, and Florida has a slightly different process than many other places. All this may sound a bit complicated, but you’re in the perfect place.
If you’re unsure whether to start your LLC formation and where to begin in the state of Florida, this step-by-step guide will walk you through everything you need to get your company going. We’ll also share key information about taxation and other aspects of operating a Florida LLC.
To get started, take a look at the following five simple steps to starting an LLC in Florida.
The 5 steps to form an LLC in Florida:
To start an LLC in Florida, you’ll need to file the Articles of Organization with the Florida Department of State Division of Corporations. This agency manages records for business entities formed in the state, including limited liability companies. By registering your company with the Division of Corporations, you’ll officially take your business from dream to reality.
But before you can form your LLC in Florida officially, you’ll need to accomplish several intermediate steps. These include selecting a name for your business, appointing a registered agent, and creating an Operating Agreement for your LLC.
Some of these components are quite straightforward, while others can seem more daunting for first-time entrepreneurs. However, with our help, you won’t have to worry about making a mistake along the way.
In this step-by-step guide, we’ll break down each stage of the process in clear and simple terms, allowing you to start your business quickly — and with confidence.
Complete each of these tasks and know that you’re one step closer to getting your Florida LLC up and running.
Step 1: Name Your Florida LLC
There is a lot to consider when picking an LLC name for your new business. It has to be catchy enough to draw people in, clever enough to represent your brand, and compliant with regulations approved by the state. To ensure the name you have in mind for your LLC is compliant with Florida regulations and available to be used, it will need to meet the following criteria:
- It must be unique from all other business names that already exist. (Suffixes, articles, punctuation marks, conjunctions, and single, plural, or possessive forms of a word do not make it distinct.)
- It cannot contain any language that suggests it is organized for a purpose other than that stated in the Articles of Organization.
- It cannot contain any language suggesting that it is connected to the state or federal government.
As with other states, Florida state law mandates that your company’s name end with the proper suffix. For LLCs, you have a few options:
- Limited Liability Company
Whichever one you settle on must appear at the very end of your company’s name — with or without a comma before it.
Fortunately, the state of Florida makes it easy to find an available name that won’t get rejected. All you have to do is make a list of possible names and run each through the Florida Department of State’s Sunbiz entity name search page.
While most states allow aspiring business owners to reserve their chosen business name, providing around six months leeway to finish registering their business, Florida does not. Instead, to ensure your name is not taken, you’ll need to register it (by submitting your Articles of Organization) as soon as possible.
Another consideration when choosing a business name is the availability of a suitable website domain. The last thing you want is to settle on a name, file all of your paperwork, and then discover there are no good websites to be had!
Additional considerations include fictitious names and trademarks. A fictitious name, also known as a DBA (“Doing Business As”) is an alternative name for your company. You may wish to have one if you would like to do business under a name that doesn’t include the LLC label, or if you would like to have different names for different parts of your business.
To register a fictitious name, you’ll have to advertise your registered name in at least one newspaper located within the county where your primary place of business is located. You won’t have to provide proof, but when you go to fill out the Application for Registration of Fictitious Name, your signature certifies that you did, in fact, advertise. The fee for filing this document is $50.
You can file this application online or mail it to:
Fictitious Name Registration
P.O. Box 6327
Tallahassee, FL 32314
Trademarks or service marks are another way to make your business readily identifiable. If you decide to create a trademark for your business, you can also register this mark with the state for a fee of $87.50. Note that the mark must be in use before it can be registered. It may also be a good idea to check the United States Patent and Trademark Office website to see if your business name or logo is trademarked at the federal level.
You must mail your trademark registration form to:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Step 2: Appoint a Registered Agent in Florida
Once you’ve picked your company name, Florida law requires you to appoint a registered agent or choose a person or entity to be the point of contact for all legal matters. If your company is subpoenaed or sued, the state of Florida will deliver all necessary documents to your Florida registered agent.
The requirements of your Florida registered agent include:
- They must reside in the state of Florida.
- They must have a registered office address (not P.O. box) in the state.
- They must agree to forward any process, notice, or demand received on behalf of your business to your business address.
- They must give notice of their resignation.
A registered agent can be an individual or a business providing registered agent services.
It is entirely possible to be your company’s registered agent; however, it’s often better to outsource the role. You can choose any person who is a resident of Florida or any business entity authorized to do business in Florida, as long as they also have a physical street address in the state.
The benefits of hiring an outside registered agent service include:
- Discreet receipt of legal notices (as opposed to being served a lawsuit in front of a client)
- Freedom to move your office location without having to update any paperwork
- Ability to maintain privacy by having the registered agent’s address on file instead of yours
Step 3: File Florida Articles of Organization
Picking a name and appointing a registered agent doesn’t mean your business is official yet. To make it an official LLC in Florida, you’ll need to complete your Articles of Organization and file it with the Florida Department of State Division of Corporations. There are a few things you will need to fill out the form. Make sure you have the following on hand before you begin:
- The name of your LLC
- The address of the principal place of business
- Your LLC’s mailing address
- The name of your registered agent and the registered office address
- The signature of your registered agent
- The purpose of your LLC
- The names and addresses of each organizer
- An effective date, if necessary
- The ability to sign the document with one or more organizers’ signatures
- Information on how to reach the designated contact person
- Payment for the nonrefundable fee
Whether you prefer to fill out the document on paper and mail it or utilize Florida’s online portal, you will be responsible for paying a non-refundable fee of $125. This includes the filing of your Articles of Organization and the designation of your registered agent. If you wish to obtain a certified copy or certificate of status, it will cost you an additional $30 and $5, respectively.
For those who choose to mail in their Articles of Organization, send it to:
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Step 4: Create an Operating Agreement
LLC Operating Agreements cover the rules that your company will follow, how finances will be handled, the business structure, and how decisions will be made (including partner voting structure) as well as detailing any additional necessary regulations. However, not every state requires LLCs to have one — including Florida. Considering Florida doesn’t require an Operating Agreement for LLCs, you may feel that drafting one is unnecessary, especially if you’re starting your LLC alone. However, this isn’t always the case. The benefits of having an Operating Agreement include:
- Personal asset protection: By clarifying which assets are part of the business and personal, you add another layer of protection between legal issues associated with your business and yourself.
- Clear definition of rules: Without an Operating Agreement, state default rules will decide disagreements, which may not be in your best interest.
- Ownership and capital clarification: An Operating Agreement can spell out what percentage of ownership each member has in addition to their capital contributions.
- Funding your business: Some banks and lenders like to see an Operating Agreement before granting credit or loans, so they know you’ve taken steps to secure your business interests legally.
A well-drafted Operating Agreement should include the following:
- Details of your LLC: This includes your business name, DBAs, trademarks, members, the registered agent, and so on.
- Management structure and voting: It should be clear who is in charge and how decisions are made in the event of a disagreement. For example, will a vote be held? And do some votes count more than others based on ownership percentages?
- Capital contributions: A record of the funds each member contributes can be useful down the road when it comes time to distribute profits. Often, you want to make sure people are compensated according to their investment.
- Distributions of profits and losses: You should clearly explain what happens to profits and losses, such as whether they are evenly distributed or allocated based on capital contributions or ownership percentages.
- Ownership percentages: This is a clear statement of what percentage of the company each member owns.
- Responsibilities of each member: You should clearly spell out who is responsible for the day-to-day business operations.
- How changes in membership are handled: If someone wants to leave, are they paid a certain percentage of the business value? How will the members decide if and when to add someone new? If a member dies, does their ownership transfer to their next of kin?
- Dissolution: In the event that the business dissolves, how will assets and debts be split up? What will the process be?
If you’re creating an LLC with partners or other managers, each involved party will need to sign the document, formalizing their agreement to the terms. It may also be a good idea to have your Operating Agreement notarized. Since the state of Florida doesn’t require an Operating Agreement, there is no form to fill out and file with the Florida Department of State Division of Corporations. Instead, you may want to consider turning to a trusted source to help you draft an Operating Agreement.
Step 5: Apply for an EIN
An Employer Identification Number (EIN) is a nine-digit number assigned by the Internal Revenue Service (IRS) that acts similarly to a Social Security number. If you have employees or if your LLC has more than one member, you need an EIN.
While you won’t need this number if you’re a single-member LLC with no employees, it can still be helpful to apply for an EIN. This way, you’ll be able to hire employees and apply for business bank accounts easily in the future.
You can obtain your EIN through a simple and straightforward process with the IRS. All you have to do is call the IRS Business and Specialty Tax Line at (800) 829-4933 or visit the IRS EIN Application Page online. At no cost to you, you’ll receive your EIN immediately upon applying.
How much does it cost to start an LLC in Florida?
Starting an LLC in Florida is relatively affordable. Filing your Articles of Organization through the mail or online will cost $125. If you prefer to obtain a certified copy or certificate of status, the total will increase to $160. In Florida, LLCs must also file an annual report each year to maintain an “active status” with the Department of State, which requires a fee of 8.75.
What are the benefits of an LLC in Florida?
LLCs aren’t the only type of business you can form in Florida. However, 90% of ZenBusiness customers, along with the majority of entrepreneurs, choose to form an LLC over all other types. Compared to corporations, limited partnerships, and other forms of entities, LLCs come with enticing benefits.
Forming a Florida LLC means you’ll reap the following benefits:
- Personal asset protection: Your personal liability will be separate from your business liability and debts.
- Avoid double taxation: You’ll only pay personal taxes rather than both personal and corporate taxes.
- Flexible management: You’re not required to have a board of directors or annual meetings.
- Less reporting: Compared to corporations, LLCs have fewer required meetings and reports.
For a more in-depth look at why an LLC might be a better option for you, see our breakdown of what an LLC is and how it compares to a corporation.
In addition to the benefits of an LLC, there are many benefits to choosing Florida as the home for your business, including:
- Florida was rated fifth in the nation for the best states to start a business in 2019.
- It has a rebounding economy that is projected to continue to improve.
- Florida has one of the highest rates of net migration, meaning people (customers!) are moving there.
- Florida has excellent infrastructure, including one of the most extensive multimodal transportation systems (airports, shipping ports, highways, railways, etc.).
- Florida has a large pool of talented and diverse workers — including the third-largest workforce in the nation.
- Florida’s local weather, recreational opportunities, and culture contribute to a great quality of life
Whether you are choosing Florida because it is where you already live or it is a sound economic choice, you can rest assured that the resources you will need can be easily found.
How is an LLC taxed in Florida?
LCs are typically considered “pass-through entities,” meaning they are not subject to corporate taxes. Instead, the profits and losses are passed through to the owner’s personal income, and the responsibility to pay taxes falls on the individual. This applies to taxes on the business’s income on the federal, state, and local levels.
However, Florida is one of the very few states with no state income tax for individuals. Therefore, LLC owners are not required to pay taxes on their business income to the state of Florida.
Nevertheless, your LLC might be subject to other taxes, including:
- State employer taxes, if you have employees
- State unemployment insurance taxes, if you have employees
- Sales and use tax, if you sell goods
- Excise tax, if you sell beverages, fuel, cigarettes, or tobacco
For more information on specific taxes that you might be required to file for your Florida LLC, review the Florida Department of Revenue’s Limited Liability Companies (LLCs) guide.
For many, taxes (professional and personal) can be confusing. We recommend working with a trusted professional to ensure nothing is missed and your business is filing correctly.
Florida LLC FAQs
What is the processing time to form my Florida LLC?
The Articles of Organization are processed with the Florida Department of State in the order that they are received. Regardless of your means of filing, it can take two to four weeks for your paperwork to be processed.
Do I need to file an Operating Agreement with the state of Florida?
No. The Operating Agreement is kept internally by the owner and partners or managers. While many states legally require LLCs to have an Operating Agreement, Florida is not one.
How do I change ownership of an LLC in Florida?
The Operating Agreement acts as governance of your LLC, outlining the ownership and other members. To change ownership, you need to amend your Operating Agreement. Then, you’ll need to inform the state of the change by filing an amendment to the Articles of Organization or updating the information when you file your annual report.
Does a Florida LLC require an annual report?
Yes. Florida requires you to file an annual report by May 1, and you can file it online via the Sunbiz website. It carries a filing fee of $138.75. Be aware that Florida has a very steep fine for missing this deadline: $400.
Can a Florida LLC do business in other states?
Your Florida LLC can do business in other states; however, you will likely need to register as a foreign LLC in whatever state(s) you choose. This will require additional paperwork, which can vary depending on the state(s).
How do I remove a member from an LLC in Florida?
When removing a member from your Florida LLC, you’ll first need to review your Articles of Organization and Operating Agreement, as these documents should outline how your business handles the removal of LLC members. If your LLC is member-managed, you may need consent from specific members before removing a member. Similarly, if your LLC is manager-managed, you will need approval from the manager. rnrnOnce the member has been voted out, you will need to amend your Operating Agreement or draft a new agreement to document the changes. When making these changes, if you’re replacing the member, ensure that you include the new member’s role, duties, responsibilities, distributions, allocations, and voting rights. rnrnYou also need to update the Articles of Organization by either filing an amendment to them with the state or updating the information when you file your Annual Report.
Can I change the name of my LLC in Florida?
Changing the name of your Florida LLC is relatively straightforward. All you need to do is file the Articles of Amendment to Articles of Organization with the Florida Department of State Division of Corporations. Doing so will cost you $25. rnrnIf you wish to obtain a certificate of status and certified copy, you can pay an additional $35 — for a total of $60.
How do I dissolve an LLC in Florida?
If you decide that the time has come to dissolve your LLC, Florida requires that you file an Articles of Dissolution form. When filing the form, you will be required to pay a filing fee of $25. rnrnYou can also pay $5 for a certificate of status or $30 for a certified copy of your dissolution. Upon filing, allow two to three business days for your paperwork to be processed.
What tax structure should I choose for my Florida LLC?
When you get an EIN, you will be informed of the available tax classification options. Most LLCs elect the default tax status, meaning the owners are taxed at the state and federal levels on their individual tax returns, and the LLC is not taxed as an entity. But since Florida does not have a state income tax, the owner is only responsible for paying federal taxes on their share of the business’s profits. rnrnAn LLC can also choose to be taxed as a corporation. This route has its advantages for some LLCs, but be sure to review each option’s details to determine the best one for your business.
Does Florida allow a Series LLC?
A Series LLC is a group of LLCs operating under one “parent” entity. While each entity under the parent is considered independent, entrepreneurs are often attracted to the structure if they wish to create numerous companies to explore different avenues but not risk one’s success due to another’s liabilities. rnrnHowever, only a few states have adopted Series LLC laws — none of which are Florida.
How do I add a DBA to an LLC in Florida?
In Florida, a DBA (“Doing Business As”) is referred to as a fictitious name. To register a fictitious name, you can fill out a paper form or register electronically through the Sunbiz website and pay a $50 filing fee. Additionally, you will need to advertise the fictitious name in a local newspaper, although proof of advertisement is not required. You will need to renew this registration every five years.
Which licenses and insurance are required for an LLC in Florida?
Although Florida does not require a general business license, specific permits and licenses are required, depending on what industry you are in and where your business is located. You can find more information by visiting the Florida Department of Business and Professional Regulation website. You will need to research what federal, state, and local licensing your LLC needs.rnrn rnrnWhen it comes to insurance, the types of insurance required vary by how many employees you have and the industry you are in. They can range from professional liability insurance to unemployment and workers’ compensation insurance. You can find more information on the Florida Office of Insurance Regulation website.rnrn rnrnIn both instances, we recommend hiring a professional service like ZenBusiness to do the research for you. We can provide you with a comprehensive package of all the licenses and insurance required for your Florida LLC and help you file any necessary paperwork.