Starting an LLC in Florida and not sure what you need to do? You’ve come to the right place.
Here is a step-by-step guide to creating a limited liability company in Florida.
Run payroll and benefits with Gusto
1. Choose a name for your company
In Florida, your LLC’s name must contain the words “Limited Liability Company” or the abbreviations “L.L.C.” or “LLC.”
Check Florida’s business database to make sure the name you choose is sufficiently different from existing ones. That means:
- You can’t simply change a suffix, such as New Business LLC instead of New Business Co.
- You can’t change an article and consider the name different: The Corner Grocery instead of A Corner Grocery.
- You can’t substitute “&” for “and,” such as Wine & Cheese instead of Wine and Cheese.
- You can’t switch to the possessive or plural form of a word. If Orlando Swimsuits already exists, you cannot name your company Orlando’s Swimsuits or Orlando Swimsuit.
- You can’t just change punctuation and symbols. If there’s a company called Hell’s a Poppin’, you can’t call yours Hells-a-Poppin!
- You can’t just abbreviate a root word. If Fun in Florida exists, you cannot name your company Fun in Fla.
You can’t reserve a name. Business names are filed first come, first serve, so once you’ve picked out a name, don’t procrastinate on moving to the next steps!
2. Appoint a registered agent
A registered agent accepts legal documents for your LLC and makes sure its members/owners are notified.
Your registered agent, also called an agent for service of process, must:
(a) be an individual or a business entity authorized to do business in Florida,
(b) have a street address in Florida (no PO boxes); and
(c) consent to be the LLC’s registered agent.
3. Decide whether your LLC will be member-managed or manager-managed
An LLC can be either member-managed or manager-managed.
A member is the same as an owner, so a member-managed LLC is one that’s managed by its owners. If you want to be manager-managed instead, you (and any other members) designate a manager to manage the company. That manager can be a member or someone you hire externally.
4. File Articles of Organization
Now you’re ready to make it official.
File your Articles of Organization with the Florida Division of Corporations. The form must include:
- Your LLC’s name
- The LLC’s street and mailing addresses
- The registered agent’s name, street address, and signature
- The names, addresses, and titles of members and/or managers
- The effective date for the formation of your LLC, if different from the filing date. You can specify an effective date that is up to five business days before or up to 90 days after the date the document is received by the Florida Division of Corporations.
- The signature of an authorized representative or member
You’ll need to file the Articles of Organization along with the filing fees and a standardized cover letter that has your name, address, email, daytime number, and the LLC’s name.
It’s $125 to file the Articles of Organization and designate a registered agent. You also have the option to pay $30 for a certified copy and $5 for a certificate of status.
You can write one check for all the fees and file online, in person, by mail, or by courier.
5. Get an Employer Identification Number (EIN)
If your LLC has two or more members, you’ll need to get an EIN for tax purposes.
If it’s a single-member LLC, you generally don’t need an EIN unless you have employees or decide to have your LLC taxed as a corporation instead of as a sole proprietorship.
You can get an EIN from the IRS for free here.
6. Create an operating agreement
The State of Florida doesn’t require you to have an operating agreement, but it can be a good idea if your LLC has more than one member.
An operating agreement details aspects such as:
- Each member’s role
- Voting rights
- Manager(s) of the LLC
- Procedures for admitting or removing members
- Processes for ending the LLC
- Procedures for amending the LLC operating agreement
7. Comply with other tax and regulatory requirements
If you plan to sell taxable goods or services
You’ll need to register with the Florida Department of Revenue. You can register either online or by mail, using Form DR-1, “Florida Business Tax Application.” After your registration goes through, you’ll be sent a Certificate of Registration (Form DR-11) and potentially other documents, depending on what you’re selling.
Then you will need to submit sales tax returns to the Florida Department of Revenue monthly, quarterly, semiannually, or annually, depending on how much sales tax you collect.
If your LLC has employees
You’ll need to do the following things:
- Register with the Florida New Hire Reporting Center to report new and rehired employees.
- Get workers’ compensation insurance. Coverage requirements depend on the type of business, the number of employees, and the organization itself.
- Register to pay Florida reemployment tax, which funds the state’s unemployment insurance. You can register online or by mail, again using Form DR-1.
8. File annual reports
Before you head off to run your new LLC, put a reminder on your calendar so you don’t forget to file your annual report. You must file this annual report every year to maintain your LLC’s “active status” with the Florida Department of State.
The first report must be filed electronically between Jan. 1 and May 1 of the year after you form your LLC to avoid late fees. The fee is $138.75. If you miss the May 1 deadline, you must also pay a $400 late fee.
The state will then send you email reminders for subsequent annual report filings.
Starting a company is not a simple process, but these steps should give you an idea of what’s involved. For more detailed information, it’s a good idea to consult with an attorney.