Florida LLC formation is the first step toward building your business. Once your business becomes a legal entity, you can get an EIN and open bank accounts.
You must also designate a registered agent who will receive legal and government mail on behalf of your company. A professional agent offers privacy and avoids the risk of losing important documents.
Articles of Organization
The articles of organization are the official documents that establish your Florida LLC. They typically include your LLC name, purpose, address, and the date of your start up — a specific date that is often determined by your state’s guidelines (for example, five days prior to or 90 days after filing). The articles also require you to provide an authorized representative or manager, which is someone who has authority to sign records with the division of corporations.
You must also apply for an employer identification number with the IRS, which is a nine-digit number that functions as your company’s Social Security number. This is necessary if you want to open a business bank account or file a tax return.
You aren’t required to have an operating agreement, but it can help preserve your limited liability by clarifying how your company will function and defining ownership structure. The operating agreement can be drafted before, during, or after you submit your articles of organization.
Every Florida LLC is required to have a registered agent. This person or entity must be available during normal business hours to receive service of process, official legal documents and notices on behalf of the LLC. It is common for entrepreneurs to choose a friend or family member as their registered agent, or hire a company that offers registered agent services.
Registered agents must have a physical address in the state of Florida. They must be able to accept service of process, correspondence from the Secretary of State and official government notices.
If you decide to use a company that provides registered agent services, they will typically scan and upload any mail received on your behalf into an online account that you can access. This will help keep your personal home address off of public records. The cost to hire a company that provides registered agent services is usually less than $500. This is a small price to pay for peace of mind as a business owner.
In addition to an operating agreement, LLCs must file an annual report with Florida by May 1. This is a very important filing for maintaining good standing and shows that the business is still active. Failure to file can result in a $400 late fee and the company being administratively dissolved by the state.
The operating agreement is like an LLC blueprint, defining the structure of the company including ownership stakes and responsibilities. It also outlines whether the company will be member-managed or manager-managed, and how management decisions will be made. It can help prevent conflicts over how the company is run, which can be problematic in a corporation.
The annual reports include basic information about the company, such as its name, address, members and stock issued. If any information changes, an amended report must be filed. Many companies choose to hire a service that tracks and files annual reports for them. This saves time and helps ensure compliance with state requirements.
A Florida LLC is subject to local, state and federal taxes. If you are doing business in Florida, you must register for sales tax through the Department of Revenue (or use an existing registration).
Your LLC may also need to obtain a business license. Depending on your line of business, you may also need to get a federal tax ID number (Employer Identification Number or EIN). You can apply online, by fax or by mail.
Before you submit your articles of organization, it’s a good idea to do a preliminary name search through the Division of Corporations to make sure that your chosen business name doesn’t infringe on any trademarks or is already being used by another company. In addition, you should consider having your LLC adopt a written operating agreement. This will facilitate operations and prevent conflicts among members. Finally, if your Florida LLC will do business in other states, you may need to register it in those states.