Start a Florida LLC

Step 1: Name your Florida LLC

The first step is to name your LLC. Naming your LLC is one of the most important parts of starting your company. There are two sides to picking your business name: Legal and marketing. The marketing side of picking your name is more fun, but we’ll explain everything you need to know about naming your LLC in Florida.

LLC Florida: Using Your Name to Market Your Business

Your business name is the first thing potential customers see. What impression do you want to make? This is your dream company, so its name should represent your company now and in the future.

Ideally, your business name will represent your company as it grows. But you can always change it or  create a “fictitious” name if your business changes in the future. We’ll get to that later. First, come up with a list of names that you like and represent your company.

Don’t forget to have fun with naming your LLC. This is your company. You can name it just about anything you want. With that said, keep in mind there are LLC naming rules to follow in Florida. You likely won’t be surprised by any of the restrictions, but review them just in case:

LLC Florida: Legal Naming Considerations 

• Unique Name: Your business name has to be unique in the state of Florida. Make sure your Florida business name isn’t taken. To check online to see if a name is available, see our Florida Business Entity Search page.
• LLC Name Requirements:
  • Limited Liability Company: When you start a Florida LLC, your company name has to include the term “Limited Liability Company” or one of its abbreviations (LLC or L.L.C.).
  • Distinguishable Name: Your name has to be distinguishable from other business names in Florida. These items are NOT considered distinguishable in the state of Florida:
    • Articles like the, a, and an
    • Corp, Inc, LLC, Limited
    • And, &
    • Punctuation
  • Not Connected to the Government: Your LLC Florida name can’t contain language that implies your limited liability company is connected with the state or federal government.
  • Stated Purpose: Your name can’t imply or openly state that it’s organized for a purpose that it’s not authorized to. Using “bank” in your name is an example of this.
• Reserving a Business Name: Do you have your perfect name but aren’t ready to register? The state of Florida allows you to reserve a business name for up to 120 days.

Additional Florida LLC Naming Considerations

• Get a Domain Name: We assume you’ll want to have a website for your business. An online presence is essential for most Florida limited liability companies. Keep your website’s domain name (URL) in mind when you come up with a name. For example, if your first name choice is already an existing website, you may lean towards your second choice. It’s up to you! Use our Domain Name Registration Service.
• Trademarking Your Florida LLC’s Name: You also need to check trademarks at the federal and state levels. For federal trademarks, check the U.S. Patent and Trademark Office’s website to see if someone’s already trademarked your business name. For Florida trademarks, you can search the Florida Secretary of State website page for trademarks.
• Filing for a Fictitious Name: Known in other states as a “doing business as” name, fictitious names are other names your business may use. There are rules for creating a fictitious name in Florida. For example, registration is required based on the Fictitious Name Act, and it must be different from your personal name and your LLC’s name. We offer a DBA Name Service to handle this for you in Florida.

Step 2: Appoint a registered agent in Florida

Appoint a registered agent. Appointing a registered agent is a small but important detail as you register your LLC in Florida. Registered agents are required by Florida law for every business recognized by the state of Florida.

What are Florida registered agents?

If you’re not familiar with registered agents, here’s a quick breakdown of what they are:

• A Florida registered agent is a person or business designated to receive official paperwork and other items from the state of Florida.
• They are required to be at the address provided during work hours to receive (and then pass on) important documents to you as the business owner. For example, if your company is sued for any reason, the registered agent is served the papers.
• Registered agents are not lawyers and don’t provide any legal advice or feedback on the information they receive.

Registered agents are clearly an important part of LLCs.

Who can serve as your registered agent? 

Since every Florida LLC is required to have a registered agent, you can’t skip this step. Legally, you can serve as your own registered agent, appoint another person, or use a registered agent service.

Although you’re allowed to be your registered agent, there are some compelling reasons to use a registered agent service instead:

• It takes one responsibility off your shoulders, so you can focus on building your dream business.
• You don’t want to be served with a lawsuit in front of customers.
• Being your own agent makes it difficult to go meet clients, take a vacation, or have a sick day, since the registered agent needs to be at the address provided during all normal business hours.

Either way, all registered agents in Florida need to be over the age of 18 and have a street address in the state.

What happens if Florida can’t find my registered agent?

The state of Florida has to be able to find your registered agent. If you’re acting as your own registered agent in Florida, that means you have to be available or you could incur fines.

This can happen pretty easily if you or your appointee isn’t in the office (for example, out of town, on vacation, sick, etc.) when they try to reach the agent. It can also happen if the agent moves or quits and you forget to update your paperwork with the state.

If your business fails to have or continuously maintain a registered agent, you’ll have to pay $500 for each year you don’t comply.

You can run into other issues as well, such as failing to be compliant and missing other information. For example, a process server may not be able to find you to notify you of a lawsuit. In that scenario, a court case against you could actually go forward without your knowledge.

Use ZenBusiness for your registered agent service

Our registered agent service, which is simple to get when you start your LLC with us, offers:

• We help you avoid penalties and fees by making sure you always have a registered agent available to accept important legal and government notices in person.
• We’ll promptly relay those notices to you and store them in your dashboard so you can view, download, or print them at any time.
• Our service allows you to focus on other parts of your business and easily step away from the office without any worry.
• You never have to endure the embarrassment of being served notice of a lawsuit in front of clients and employees.

Keep in mind if you’re filing your LLC online, your registered agent needs to sign the documents electronically. In Florida, electronic signatures have the same effect as original signatures.

Step 3: File Florida LLC Articles of Organization

File your Articles of Organization with the state of Florida. Filing your Articles of Organization makes your LLC in Florida an official business in the eyes of the state.

LLC Florida: Filing Your Articles of Organization 

To file your Articles of Organization, submit the information online with the Florida Department of State, Division of Corporations, through their Sunbiz website. But if you’re not a Sunbizinite and need some human help, we can handle the filing for you.

When you file your information online, you’ll pay the fee with your credit card and complete everything online. An email confirmation will be sent to the email you provide.

What to Include in Your Florida LLC Articles of Organization

Submitting your Articles of Organization is one of the most important steps in forming your LLC. Be sure to have the following information when submitting your information:

• Your LLC name: This is where the naming considerations discussed above come into play. Providing a name that doesn’t follow Florida rules is one of the most common ways to be denied when submitting your Articles of Organization.
• Principal business address: What’s the primary Florida street address where you’ll be doing business? Enter your address here.
• Registered agent name and address: The person or service you’ve chosen to be your registered agent will also need to electronically sign the document, in addition to providing their name and address.
• LLC purpose: This will be the reason you’re creating your LLC in Florida. Examples include to practice law, accounting services, marketing consulting, etc.
• Authorized managers or representatives: Here you’ll provide the person’s name who is authorized to execute and file records with the Florida Division of Corporations.
• Effective date: Your effective date will be the date the Division of Corporations receives and files your Articles unless you specify an alternative date when you file. The effective date can be up to 5 days before the date of filing and up to 90 days after you file.
• Signature: It’s required that you or someone acting as the authorized representative signs the document. This person can also be called the LLC Organizer.

Want to know more about your Florida Articles of Organization? View our step-by-step guide on how to file your  Florida Articles of Organization.

Changes to Your Business

What if things change over time? Don’t worry. You don’t need to file your Articles of Organization again. To make most other changes to your Articles of Organization, you need to file Florida Articles of Amendment along with a fee.

If you do need to file an amendment, we have an Amendment Filing service that can handle it for you as well as our Worry-Free Compliance service, which includes two amendment filings every year.

How long will it take for my Articles of Organization to be processed?

Orders will be processed in the order in which they’re received. While processing times vary, the Florida Secretary of State typically handles submissions within 2 weeks. You can check updated processing times on their website.

We can file for you

Does the process of filing your Florida limited liability company seem daunting? We can help. Our fast, reliable LLC formation service guarantees quick filing with the state of Florida. We’ll file your Articles of Organization for you and ensure you stay compliant.

Additionally, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard if you form with us. You can keep your formation documents and other important paperwork digitally organized.

Step 4: Create an operating agreement

Next, you’ll want to create an operating agreement for your LLC. Limited liability company operating agreements are not required, but it’s a good idea to have one.

Florida 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.

The benefits of having a Florida LLC 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 agreement, state default rules will decide disagreements, which may not be in your best interest.
• Ownership and capital clarification: An agreement can spell out what percentage of ownership each LLC member has in addition to their capital contributions. This makes it easier for the LLC owners.
• Funding your business: Some banks and lenders like to see the agreement before granting credit or loans, so they know you’ve taken steps to secure your business interests legally.

A well-drafted LLC operating agreement may 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: You should clearly explain what happens to profits, 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?

Do all LLC members sign the agreement?

If you’re creating an LLC with other members (owners), 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 LLC Agreement notarized.

Operating Agreement Template: LLC Florida

Since Florida doesn’t require an LLC operating agreement, there’s no form to fill out and file with the Florida State Division of Corporations. If you’re unsure as to where to start, you may want to consider using one of our  Florida customizable operating agreement templates.

Step 5: Apply for an EIN

Register your LLC with the federal government by getting an Employer Identification Number (EIN). EINs are also known as Federal Tax Identification Numbers or Federal Employer Identification Numbers.

An EIN is not specific to Florida, it’s a nine-digit number assigned by the Internal Revenue Service (IRS) and acts like a Social Security number for your LLC.

Why should I apply for an EIN? 

The IRS requires your LLC to have an EIN if it has more than one member or has employees. Most banks also require an EIN for opening a business bank account.

You can obtain your EIN through the IRS website, but we can handle it for you with our Tax EIN service.

Open a business bank account

Once you’ve secured an EIN, you’ll be able to open a company bank account. Separating your company bank account and your personal banking is crucial for separating your business and personal finances at tax time.

Banking Payments and Invoicing

We have a partnership with LendingClub that offers a discounted bank account for your new business. This allows for online banking, unlimited transactions, a debit card, and more. And, when and if you want to authorize others in your business to use the account, we also offer a banking resolution template to simplify the process.

Register for Taxes: Starting an LLC in Florida

You need to register with the Florida Department of Revenue before you start conducting business in the state.

To get started, access the Florida Business Tax Application online (form DR-1). It asks a variety of questions that will assist you in identifying your tax responsibilities.

ZenBusiness Money

Looking for additional help with your Florida LLC finances? We offer an on-the-go business finance software called  ZenBusiness Money. It gives you a central place for creating invoices, receiving payments, transferring money, and managing clients. Keep your LLC’s finances in one location and easily manage your money in one convenient location.

Do I need to submit an annual report in Florida?

LLCs are required to file annual reports. Here’s what you need to know:

• First Annual Report: Your annual report must be delivered to the department between January 1 and May 1 of the year following the calendar year that your LLC Articles of Organization became effective.
• Subsequent Annual Reports: Subsequent annual reports need to be delivered between January 1 and May 1 each calendar year moving forward.
• Information Change: Use an amended annual report to update your entity’s information. Any annual report submitted after the original one for that year will be treated as an amended report.

Don’t want to deal with your annual reports? Let us help by taking advantage of our Annual Report Service.

Can filing as an S corp lower my taxes?

The LLC business structure allows for some flexibility when it comes to being taxed.

By default, an LLC is taxed as a sole proprietorship if it has only one member or a partnership if it has multiple members. This appeals to most owners of LLCs because it avoids “double taxation,” in which a business pays taxes at both the business level and again when the income is paid to the individual owners. But some LLCs opt to be taxed as a C corporation or an S corporation because it works to their advantage.

C Corporation

Being taxed as a C corporation means double taxation exists, but, for certain LLCs, the advantages may outweigh the disadvantages. C corporations have the widest range of tax deductions, which could be an advantage in some scenarios. For example, insurance premiums can be written off as a business expense.

S Corporation

S corp is short for “Subchapter S Corporation” and is geared toward small businesses. Having your LLC taxed as an S corp has pass-through taxation like a standard LLC, but there’s another potential advantage: It could save you money on self-employment taxes.

It does this by allowing you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. In this way, you pay self-employment taxes on your salary, but not your profits.

The drawback is that the Internal Revenue Service scrutinizes S corps very closely, meaning you’re more likely to get audited. S corps are also harder to qualify for.

While it’s possible that one of the above options could work better for your LLC, we don’t need to tell you that taxes are very complicated. They’re also very specific to your situation. That’s why you really need to consult a tax professional to see which taxing method works best for your LLC in Florida.