How to Form an LLC in Florida
Florida Department of State—Division of Corporations
PO Box 6327
2661 West Executive Center Circle
Tallahassee, FL 32314-6327
Statutory Authority: Florida Limited Liability Company Act — Fla. Stat. Tit. XXXVI § 608 (2012)
Florida LLC General Filing Instructions
1. Confirm availability of company name. Florida does not allow name reservations.
2. Complete the “Articles of Organization.”
3. Complete the “Cover Letter.”
4. Submit the completed documents, along with a photocopy of each and filing fees, to the Florida Department of State.
Florida Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Florida:
1. Company name
2. Company street and mailing address
3. Registered agent name, address, and signature
4. Name and address of each manager or managing member
5. Effective date if other than date of filing
6. Signature of a member or authorized representative of a member
Florida LLC Fee Schedule
Articles of Organization: $125.00
Application by Foreign Limited Liability Company to Transact Business in Florida: $70.00
Articles of Dissolution for a Limited Liability Company: $25.00
Certified Copy: $8.75
Annual Report: $138.50
Your company name must end with a limited liability company designator. In Florida the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC”
Conduct an entity name search on the Florida Department of State website to confirm the availability of your company name.
NOTE: Florida does not allow name reservations.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Florida requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Florida resident or active Florida business entity that has a Florida street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Florida resident and have a Florida street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Florida limited liability company. Nevertheless, Florida permits you to add other provisions to your Certificate of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File annual business entity report.
Registering as a Foreign Entity
1. Complete the “Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida” form.
2. Submit an original “Certificate of Existence”, no more than 90 days old, duly authenticated by the Secretary of State or the proper official having custody of corporate records in the state the law of which it is incorporated.
3. Complete the “Cover Letter”.
4. Submit the completed documents, along with the filing fees, to the Florida Department of State.
Dissolving a Florida LLC
A limited liability company can be dissolved simply by filing “Articles of Dissolution” with the Florida Division of Corporations.