1. Choose a business name for the LLC and check for availability.
- Please see our section on choosing and checking the availability of a name for your small business, as well as our section on the trademark law aspects of choosing a name.
- 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.
- Although you are not required to do so, consider registering your business name as a federal and/or state trademark.
2. Prepare and file articles of organization with the Department of State, Division of Corporations.
- The filing fee is $125. The Florida Department of State, Division of Corporations website provides forms and instructions for filing articles of organization -- you basically need to fill in the blanks. Note that the company's registered agent for service of process must sign Article III of the document. For general information on articles of organization, see the Articles of Organization page.
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.
- See the general section on forming a LLC for details.
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.
- Register for Florida business taxes online using the Florida Department of Revenue Online Registration service. The state has compiled a Start-Up Kit for New Business Owners that includes tax forms and brochures for each type of tax for which you will be responsible.
- 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.
- If you have four or more employees in Florida, you must carry workers' compensation insurance.
- 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.
- Florida LLCs must file an Annual Report with the Division of Corporations one year after the date of organization, and every year thereafter. The filing fee is $138.75.
- 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.