Florida LLC – How to Form an LLC in Florida

Learn how to form an LLC in Florida. Get all the information you need to create a limited liability company online in Florida.

This guide to creating an LLC in Florida includes step-by-step directions on how to file documents, get tax IDs, and set up company records.

Forming an LLC in Florida – Overview

You’ll need to file the Articles of Organization with the Florida Division of Corporations to create a Florida LLC. The filing fee is $125. This can be done online at the SunBiz website or by mail. The Articles of Organization is the document that officially creates your Florida limited liability company.

Florida Business Resources

Florida LLC – A Step-by-Step Guide

LLCs are the most commonly used business structure. This is because they are relatively inexpensive to create, give owners flexibility, and are easy for them to run. An LLC is a way to legally create your business. This will also limit your personal liability and allow you to be tax flexible. Let’s get started on the steps.

  1. Check Name Availability

    Your LLC’s legal address may not conflict with any other registered title. A name search can help you find out if your name is available.

    Name Search Florida Department of State Division of Corporations

    Name Search

    Name Reservation Optional
    Suffix: “(1) The title of a limited responsibility company: (a). Must contain the words, “limited liability”, or the abbreviation L.L.C., or “LLC” to indicate that it’s a limited risk company and not a natural persons, partnership corporations, or other business entities.

    FS §605.0112

  2. Appoint a Florida Registered Agent

    Before you can create your Florida LLC legally, you need to decide who your Florida registered agent will be. A registered agent is the business’s legal representative to receive legal notices.

    The state law requires that every LLC have a registered representative. The registered representative is named when you file Florida Articles of Organization with the Florida Department of State Division of Corporations and the Florida Department of State.

  3. Florida Certificates of Formation

    Fill out the articles of incorporation to establish your limited liability company.

    Agency: Florida Department of State Division of Corporations
    Form:
    Articles of Organization
    Filing Method Mail or
    Agency Fee $125
    Turnaround: Usually takes between 1-3 and 7 days to place an order online. 8-17 Days via mail
    Law:
    2013 Florida Statues. Chapter 61: Professional Service Corporations and Limited Liability Companies
    Notes: You must include the state prescribed cover letter, the original articles, and a printed copy of the articles when you file by mail.
  4. Establish Company Records

    Your LLC must have accurate and complete books and records. Your LLC’s original articles of organization will be the first document you keep. Your LLC will create many other official documents such as:

    • Minutes of the meeting
    • Operating Agreement
    • EIN verification letter
    • Amendments and other filings of the LLC during its lifetime

     

  5. Create a Florida LLC Operating Agreement

    It is possible to use a template to draft an Operating Agreement. This document will serve as the governing document. It specifies the legalities of the LLC’s operation, including the annual meeting. At your organizational meeting, you will read and agree to the agreement.

  6. Hold the Organizational Meeting

    The organizational meeting, which is the initial meeting of LLC members, is the most important. You’ll need your operating agreements and filed articles to hold this meeting. Keep the minutes of the meeting.

  7. Get a federal employer identification number (EIN)

    EINs are required if an LLC has more members than one or plans to hire employees. EINs can also be required to open a bank or other financial account.

    Agency: Internal Revenue Service
    Form:
    IRS SS-4
    Filing Method Mail, phone, and fax. Online.
    IRS fee $0
    Turnaround: Available online and by phone immediately By fax, it takes four business working days. 4-5 Weeks by mail
    Notes: The IRS website cannot be accessed outside of certain hours. Before closing your session close, print your eIN. You can also refer to IRS P 1635: Understanding the EIN.
  8. Get Florida State Tax Identification Numbers/Accounts

    Florida offers a consolidated application for state tax registration.

    Send an email to:
    Florida Department of Revenue

    http://dor.myflorida.com/dor/

    Form:

    Form DR-1: Florida Business Tax Application
    Guidance:

    Florida Department of Revenue. Start Kit for New Business Owners
    Filing Method
    Email or
    Fee:
    $0 + $50 for sales tax registration (if any)
  9. Consider Electing C-Corp and C-Corp Taxation

    Your LLC will be subject to passthrough taxation by default. However, most LLCs continue to keep this tax type. Some LLCs are eligible to elect S-Corp or C-Corp Tax Treatment.

    • S-Corp can help owners-employees making more than 75,000 per year to save on self-employment income taxes.
    • C-Corps face double taxation. First, the corporation pays income taxes, and then the members pay distribution taxes. C-Corp treatment may allow you to benefit from low tax rates on retained earnings if you have more than $250,000 in profits per owner.
  10. How to get a Business License & Permit

    It is necessary to obtain the required licenses and permits in order to legally operate your business. It’s easy to navigate through the large number of state, federal, and local requirements by searching for your business type using the Small Business Administration Business License & Permit lookup tool.

    Florida Business License

    NOT REQUIRED

    Florida does NOT require licensure as a general business license.

    Florida does NOT have a general license for business at the state level. However, licenses from local authorities are often required.

  11. To Maintain Your LLC, You Need to Continue Ongoing Filings

    You must file your federal and state taxes returns.

    A lot of states also require businesses to file an annual statement to maintain good standing before the secretary. Below is a table that explains an annual report for Florida LLCs.

    Florida Corporation Annual Report Requirements:

    Agency: Florida Department of State Division of Corporations
    Form: Online filing is necessary
    Filing Method Online.
    Agency Fee $150
    Due: Annually, May 1
    Law:
    Florida Statutes SS 6007.1622.
    Penalties: $400 late charge
    Notes:
    • Anyone with authority may apply.

 

Florida LLC FAQs

What is the cost of an LLC in Florida?

Florida’s state fees range from $125 up to $175 for LLC formation. This depends on whether or not you get a fictitious company name. The fees can change, so double-check the SOS website to see the most current fee schedule.

What are the advantages of an LLC in Florida?

Florida offers many business options, including LLCs. Most entrepreneurs prefer to form LLCs over any other type of business. About 90% choose an LLC. LLCs offer many attractive benefits, including those that are more appealing than limited partnerships and corporations.

You’ll enjoy the following benefits by forming an LLC:

  • Personal asset protection: You will have a separate liability from your business.
  • Avoid double taxation: Personal taxes will be paid only, not corporate taxes.
  • Flexible management: You don’t need to have a board or meet annually, unlike corporations.
  • LLCs require less reporting than corporations.

An LLC may be a better choice for you than a corporation.

Florida is a great place to start a business.

  • Florida was ranked fifth among the top states for starting a business in 2019, ranking fifth overall.
  • It is expected to rebound and continue to improve.
  • Florida has one the highest net migration rates, which means that people (customers!) are moving there at an alarming rate. People are moving to Florida.
  • Florida’s infrastructure is excellent, with a multimodal transportation system that includes air, rail, and shipping ports. ).
  • Florida is home to a wide range of skilled and diverse workers, including the third largest in the country.
  • Florida’s climate, culture, and recreational opportunities contribute to a high quality of life.

Do I have to file an operating agreement?

No. The Florida operating agreement must be kept by the managers and owners. Although some states require LLCs to have an operating agreement, Florida is not one.

How can I change the ownership of an LLC located in Florida?

Your operating agreement is the governance document for your LLC. It outlines who owns it and what other members are responsible. You must amend your operating agreement to change the ownership. You will need to notify the state of ownership by amending your Articles of Organization or updating information in your Florida annual report.

Can a Florida LLC operate in other states?

While your Florida LLC may do business in other states, you will need to register as an LLC in foreign countries. Additional paperwork is required to register as a foreign corporation. This can vary depending upon the state you want to establish as your foreign LLC.

Can I change my LLC’s name in Florida?

It is easy to change the name of your Florida LLC. You simply need to file the Articles of Amendment and Articles of Organization at the Florida Department of State Division of Corporations. You will need to pay a small fee.

How can I get rid of a Florida member of an LLC?

You will need to first review your Articles of Organization (or Florida LLC Operating Agreement) before you can remove a member of your Florida LLC. These documents will outline how your company handles LLC members being removed. Before you can remove another member, you may need to obtain consent from them.

After the member is voted out, it’s time to amend or create a new agreement. If you are replacing a member, make sure you have included the new member’s duties, responsibilities, and allocations. It is possible that you will need to amend the Articles of Organization.

How can I dissolve an LLC Florida?

The Florida Department of State Division of Corporations requires you to file an Articles of Dissolution form and the required filing fee if you feel it is time for your Florida limited liability company to dissolve.

You will need to pay a filing fee when you file the form. Allow two to three days for your paperwork processing to take place after you have filed.

Which tax structure should I use for my Florida LLC?

It will vary depending on the specific circumstances of your LLC. Most LLCs choose the default tax status. This means that owners of the LLC are subject to tax at the federal and state levels on their individual returns. The LLC is not subject to tax as an entity.

However, Florida doesn’t have an income tax. The owner is responsible for only paying the company’s profit federal income taxes.

An LLC may also opt to be taxed like a corporation. This option has some advantages for certain LLCs. However, it is important to carefully review the details of each option to decide which one is best for your business.

Is Florida allowed to have a series LLC?

A Series LLC is a grouping of LLCs that operate under the same “parent” entity.

Although each entity is independent, entrepreneurs often choose to be part of the parent structure to allow them to create multiple companies and explore new avenues without having to risk the success of another.

Only a handful of states have yet to adopt Series LLC laws, none of them being Florida.

What is the Florida tax treatment of LLCs?

Federal Taxes

LLCs offer the advantage of not being subject to double taxation. The LLC pays no federal income taxes and passes the income directly to its owners.

Each business owner then pays taxes as regular income on their earnings. This is a difference from most corporations, where profits are taxed at both the individual shareholder and business levels.

Federal taxes are administered by the IRS based on each member’s share of an LLC. If you own 50% or more of an LLC and are entitled to 50% of its profits, the IRS will tax 50% of your LLC earnings.

Members may be required to pay self-employment tax to the IRS to compensate for the fact they don’t have an employer withholding taxes such as Social Security or Medicare from their paychecks.

An LLC structure can be a great way to save money for business owners, as it is less expensive than a traditional C-corporation.

However, LLCs have the option to elect to be taxed like a corporation if they so desire. This can expose owners to double taxation but can still benefit certain LLCs.

Some LLCs choose to be taxed under the S corp (S corporation) classification. Although the S corp classification is subject to more scrutiny by the IRS, it can help members save a lot of self-employment taxes. You are not subject to double taxation if you’re a C-corporation.

The IRS is ultimately responsible for federal business taxes. They collect corporate taxes such as self-employment tax, federal corporate income tax, and corporate tax. You can contact the IRS for specific questions about federal taxes.

Taxes – State and local

A Florida LLC can also provide tax benefits. Florida is one of few states where LLCs do not have to pay state income taxes. Only C corporations in Florida pay state income taxes. The state does not have to tax LLCs, sole proprietorships, and partnerships.

However, there will be tax considerations at the local level. Florida collects sales and use taxes, unemployment tax, communication tax, and many other taxes. You will also need to consider the tax implications of your locality. To find out all about your tax obligations in your area, check with your local taxing authority.

Florida doesn’t have a state income tax. This means that income earned by the business won’t be subject to income tax.

What is the difference in forming a PLLC Florida?

The same procedure will be followed when you create a professional limited liability corporation (PLLC) for Florida. You will however specify that the company is a PLLC by using the P.L.L.C. Chartered Professional Limited Liability Company or PLLC.

What licenses and insurance requirements are necessary for Florida?

Florida doesn’t require general business licenses, but specific permits and licenses may be required depending on the industry and location of your business.

It is important to find out what licensing requirements your Florida LLC has in federal, state and local terms.

This type of research is difficult because no single place can check if you have all the licenses and permits you are legally required to have.

Insurance is a complex business. The types of insurance you need will depend on how many people you have and what industry you work in.

More information can be found on the Florida Office of Insurance Regulation website. You should consult an insurance agent to determine the best option for you.

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