Do I Need to Register My LLC in Florida?

do i need to register my LLC in Florida

The State of Florida allows you to form an LLC that offers liability protection and tax advantages. However, it is important to create an operating agreement to define the management structure and avoid disagreements between shareholders.

All Florida LLCs must have a registered agent with a physical address in the state. The agent must be available to receive service of process and other official legal documents on the LLC’s behalf.

Articles of Organization

When you start an LLC, you’ll need to submit articles of organization (also known as statements of information or certificates of formation). Your state will provide a form that contains key information about your business. You will also need to list your registered agent—an individual or service that accepts legal documents and government correspondence on behalf of your company.

The articles will typically include the LLC’s name, principal place of business, the duration of the company (perpetual or indefinite), and its start date. You’ll need to also provide a street address (PO boxes are not allowed) for the company’s principal office and the name and address of the registered agent.

Your state may ask for other information, such as the names of the members and manager (if you are forming a member-managed LLC). Some states allow you to reserve a name for 90-120 days for a small fee during the startup process. Others may require you to register a fictitious name, or “doing business as,” if your preferred name is already taken.

Registered Agent

A registered agent is an individual or entity authorized to receive legal documents, lawsuits, notices and government correspondence on behalf of your LLC. The state of Florida requires that all LLCs and foreign businesses authorized to do business in the state designate a Florida resident as their registered agent.

You can provide your own name as the registered agent, or you can use a company that offers registered agent services. In most states, including Florida, the registered agent must have a physical street address (PO Boxes are not acceptable).

The registered agent’s name and Florida address will appear on the public records with the state. This is a necessary step to protect your privacy and avoid having your personal home address or place of business listed in the public record. Most registered agents also provide a service to scan and forward any legal mail received on behalf of your LLC. This saves you time and money.

Business Tax Receipt

Florida LLCs can choose to be taxed as pass-through entities or corporations. If the business elects to be taxed as a pass-through entity, profits and losses will be reported on each member’s personal income tax return, eliminating the need for a separate corporate tax form.

If the business elects to be taxed at a federal level as a corporation, the entity will need to obtain an employer identification number (EIN). The EIN functions like a personal Social Security Number but is for the business. The business can apply for an EIN directly through the IRS website or hire Sunshine Corporate Filings to handle the application process on behalf of the Florida LLC.

The LLC will also need to obtain any necessary Florida business licenses or permits. This will vary depending on the industry, but could include a health department permit, zoning clearance or a business license. Companies that operate under a name other than the LLC legal name must register the trade name with the state as a fictitious business name (DBA) and publish it in a local newspaper.

Operating Agreement

An LLC operating agreement isn’t required in Florida, but it’s a smart move for any business. It outlines how the company will be run, including who owns it and what rights each owner has. It can also specify how profits will be distributed and how the company will be dissolved.

An operating agreement can also help establish whether the LLC will be managed by its members (owners) or by one or more managers. This decision has legal consequences, so it’s important to understand the implications before making it.

The operating agreement should also include the name of the registered agent. This person or company is responsible for receiving legal papers and government notices on behalf of the LLC. The registered agent must be available during regular business hours and have a street address in Florida—PO boxes are not permitted. The operating agreement should also list the Employer Identification Number (EIN) the LLC will use for taxes, which is a nine-digit number assigned by the IRS.