Florida LLC Formation Checklist

Florida LLC formation checklist

Forming a Florida LLC is a critical step in any business venture. It helps to keep personal and professional assets separate while offering tax advantages.

A few requirements need to be met in order to form an LLC. These include naming, registered agent, articles of organization, and an operating agreement.


One of the first steps in creating a Florida LLC is selecting a name for your business. The state of Florida has specific naming rules that must be followed. The entity name must end with “limited liability company” or the abbreviation L.L.C. The state also does not allow certain restricted phrases, such as those referencing banks, financial institutions or government agencies.

You must also choose a purpose statement for your company, if required by the articles of organization. A purpose statement describes the primary business activities of your company and defines its values.

You must also obtain a Federal Tax Identification Number (Employer Identification Number) for your business, if required by the articles of organization. The EIN is like a Social Security Number for your business and is needed if you have employees or plan to open a bank account.

Registered Agent

Florida requires every business to have a registered agent. This is a person or service that will be designated to receive court papers and other legal documents on behalf of your LLC if there is a lawsuit. You can find a registered agent in the state’s online system, Sunbiz.

Name the company (this is where naming considerations come into play). Include the LLC’s principal address, and list its Members or Managers. If you choose to be a manager-managed LLC, include your management credentials in the filing.

Add the effective date (optional). Note that banks may require your LLC to have an EIN before they will open a bank account. Also, the state’s articles of organization must be written in English. Otherwise, they will be rejected.

Articles of Organization

The articles of organization is the first legal document filed to create your Florida LLC. It establishes basic information about your business such as its name, address, and purpose.

The document also includes a designated agent, which is the person or entity who receives service of process and other official legal documents and notices on behalf of your LLC. You should choose someone who is on-site and available during regular business hours in Florida.

You will also need to list the company’s duration, which can be perpetual or a specific date in the future. In addition, you should indicate whether the LLC will be manager-managed or member-managed. If you opt for a member-managed structure, you will need to identify the names and addresses of all members.

Operating Agreement

Florida LLCs have the option to create a private internal operating agreement. This document records ownership and management structures, including how profits and losses will be shared between owners (known as members). Even though an operating agreement is not required in Florida, it may help prevent or resolve disputes among LLCs. Additionally, it shows that formalities are being followed and helps courts uphold the company’s limited liability status.

An attorney can help members write an effective operating agreement that outlines how the business will function internally. A well-drafted document can also help avoid unanticipated consequences imposed by state law. It can specify how much each member will invest, their duties and how the company will vote to make decisions. It can also detail how an LLC will be taxed.


Florida LLCs must pay state business taxes, and depending on how the company is taxed, may also be subject to local, county, or municipal licenses and permits. Check with your local business licensing authority and the Department of Business and Professional Regulation to discover any specific permits or authorizations your LLC may require.

You must have a registered agent in the state of Florida, which is an individual resident or entity authorized to do business in Florida who agrees to accept legal papers on your behalf should someone sue the company. The registered agent must have a physical street address in the state.

You must create an operating agreement to determine how your company will be managed. You should open a separate bank account for your LLC and use it only for company expenses. Doing so maintains the corporate veil and prevents your personal assets from being used to cover company debts or obligations.