Forming an LLC in Florida

Here is an outline of the steps you need to follow in order to form an LLC in Florida. You should also read the general section on forming an LLC for information that is applicable in any state.

1. Choose a business name for the LLC and check for availability.

  • Florida law requires an LLC name to contain the words "limited liability company," the abbreviation "L.L.C.," or the designation "LLC" as the last words of the name. Additionally, your business name must be distinguishable from other names on file with the Division of Corporations, and may not contain language stating or implying that the limited liability company is connected with a state or federal government agency or a corporation or other entity chartered under the laws of the United States.

2. Prepare and file articles of organization with the Department of State, Division of Corporations.

3. Negotiate and execute an operating agreement.

  • Florida does not require an operating agreement in order to form an LLC, but executing one is highly advisable. There is no set criteria for the content of an operating agreement, but it typically includes topics such as how meetings are conducted, how the company will be managed, what capital contributions are required from each member, and how profits and losses will be allocated. The operating agreement does not need to be filed with the state. Please see the Operating Agreement section for details.

4. Obtain any required local licenses.

5. Determine what tax and other regulatory obligations the LLC has, and take care of any necessary registrations.

  • Request an Employer Identification Number (EIN) from the IRS. This can be done via its online application. There is no filing fee.
  • Whenever you hire an employee in Florida, you must inform both the IRS and the State of Florida. You can find details of all the necessary steps including verifying work eligibility and withholding allowances on the Hiring Employees section of the IRS website. You can find state-level information about reporting new hires at the Florida New Hire Reporting Center.
  • As a small business owner or employer, there may be other informational returns that you have to file annually or semi-annually with the IRS. For more information, take a look at the IRS Guide To Information Returns.

6. Open a bank account for your business.

  • It is a good idea to keep your business's finances separate from your personal accounts. A good way to do this early on is by opening a bank account for your business. You will probably need a Tax ID number (EIN), a copy of the articles of organization, and a resolution identifying authorized signers if those names are not listed in the articles. Here is one example of the documentation that banks ask for.
Other Notable Requirements for Maintaining an LLC in Florida
  • Florida requires certain documents to be kept at an LLC's principal place of business. A list of the required documents is located in Fla. Stat. ch. 608.4101.
 

Last updated on October 3rd, 2011

   
 
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