How to start a Florida LLC

An LLC is a type of business that helps protect its owners (called members). This means that if the business owes money or gets sued, the members’ personal assets, like their house or car, are usually safe. 

In the state of Florida, an LLC is defined as “an entity formed or existing under this chapter or an entity that becomes subject to this chapter pursuant to ss. 605.1001-605.1072” (Florida Limited Liability Company Act, Section 605.0102). That means an LLC in Florida is a company created within the state or a company that becomes subject to Florida’s state regulations surrounding LLCs.

If that sounds like a lot of legal jargon – that’s because it is! What you need to know is that LLCs are popular with business owners because they are simple and flexible to run. They have fewer rules compared to comportations and the owners can choose if they want to manage the business themselves or appoint managers to do it. 

Another benefit is how taxes work: LLC owners can pay taxes through their own personal tax returns, or they can choose to have the business pay taxes separately, like a corporation. This gives owners more choices in how they handle taxes as their business grows.

Why should I register for an LLC in Florida?

You may want to register for an LLC in Florida when:

• You own or want to start a business in Florida, or want to expand an existing business into Florida, and want to stay legally compliant. 
• You own or want to start a business, and want more flexibility on how you will manage the business or pay taxes than a corporation would provide.
• You want to protect your personal assets from potential liability resulting from business you conduct in the state of Florida. 
• You own or want to start a business, and want to register in Florida to open accounts, lease or buy property, secure funding, or hire employees.

Do I need to file my LLC in Florida if I live in another state?

Any LLC that does business in Florida must file with the State of Florida. LLCs based in Florida are called "domestic LLCs," and out-of-state LLCs are called "foreign LLCs." Foreign LLCs and domestic LLCs may have different filing and compliance requirements -- Rocket Lawyer can help you navigate foreign LLC registration, regardless of where you live.

How to start an LLC in Florida

1. Find a unique name for your Florida LLC

The state of Florida requires that the names of all LLCs in the state:

• Include the term "LLC" or "Limited Liability Company," also known as an "entity designator." 
• "L.L.C." and the abbreviations "Ltd." and "Co." are acceptable.
• Avoid language stating or implying that the limited liability company is organized for a purpose other than a purpose authorized in Florida Statute §605.0112 and its articles of organization.
• Are not too similar to existing LLCs in the state.
• Do not contain language stating or implying that the LLC is connected with a state or federal government agency or a corporation or other entity chartered under the laws of the United States.

Rocket Lawyer can help you determine whether your business' name is eligible for registration in Florida and may be able to help you reserve the name before you file your LLC.

2. Include your other LLC members (if any)

In Florida, you can in fact form as a one-person LLC. In this case, the LLC would be referred to as a single-member LLC (SMLLC), whereas if there is more than one owner, the LLC may be called a multi-member LLC. 

The main difference between single-member and multi-member LLCs lies in ownership structure and management. With a single-member LLC, you have full control over the business. In contrast, a multi-member LLC has multiple owners, each with a specific percentage of ownership as defined in the operating agreement. This means that in a multi-member LLC, owners share profits, losses, and tax responsibilities based on their ownership percentage.

3. Provide a Florida address

This will be used as your official LLC address. The address that you list may either be your home, an office, or another physical location, but it cannot be a PO box.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Florida address) or choose one to do that service for you (if you are not located in Florida or would like an extra layer of privacy).

5. Register your LLC with the state of Florida

Once you have a business name and registered agent, you can register your business as a Florida LLC with the Florida Secretary of State by filing your Articles of Organization. This document may be referred to informally as an LLC's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

6. Get an Employer Identification Number (EIN)

Florida LLCs are required to have a Federal EIN tax number. Think of your tax ID as the social security number for your company. It will be important for business contracts, tax filings, and all manner of documents down the line. Every company should have one to remain in good standing.

7. Pay the state filing fee

Every state has different fees for forming an LLC, which can also vary from one year to another.

Congratulations! After you have completed all these steps, you have formed your Florida LLC.

What to do after forming a Florida LLC

There are a few steps you need to take to maintain your Florida LLC:

1. Create an Operating Agreement: we can help you create your Florida LLC Operating Agreement online.
2. Hold a meeting: a first meeting with members of an LLC is not required by law, but it is highly suggested in order to get organized. Also, unlike corporations, LLCs are also not required to maintain Meeting Minutes, but these documents are also recommended as they provide records for important decisions made.
3. Pay taxes according to how you chose to be taxed: traditionally, LLCs are "pass-through entities." This means that you pay your business taxes on your personal tax form. That said, you can elect to be taxed like a corporation, if you choose to do so.
4. File an Annual Report: this is required of all Florida LLCs by May 1st every year.

What is needed to keep records for my Florida LLC

The state of Florida requires the following information to be kept:

• A current list of the full names and last known business, residence, or mailing addresses of each member and manager.
• A copy of the then-effective Operating Agreement, if made in a record, and all amendments thereto if made in a record.
• A copy of the articles of organization, articles of merger, articles of interest exchange, articles of conversion, and articles of domestication, and other documents and all amendments concerning the limited liability company which were filed with the department.
• Copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the 3 most recent years.
• Copies of the financial statements of the limited liability company, if any, for the 3 most recent years.
• Unless contained in an Operating Agreement made in a record, a record stating the amount of cash and a description and statement of the agreed value of the property or other benefits contributed and agreed to be contributed by each member, and the times at which or occurrence of events upon which additional contributions agreed to be made by each member are to be made.

Still have questions? Rocket Lawyer can help you with the process of forming a Florida LLC. Get started today!
 

Key takeaways Registering an LLC in Florida can give you a lot more flexibility than a corporation, as well as protection for your personal assets from potential liabilities. Even if you live in another state, you must register your LLC in Florida if you do regular business there, like selling things or having employees. After starting your LLC, it’s advisable to create an Operating Agreement and hold a first meeting. You’ll also need to file an Annual Report every year. Keep records of your Florida LLC, like the names of all members, tax documents, and your business rules. These help you stay organized and follow the law.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is an LLC
• How are LLCs taxed
• How to start an LLC
• Do I Need a Registered Agent?
• How and when to file an Annual Report