With lots of sunshine and a business-friendly climate, Florida can be a great place to start your business. There are lots of options, though. If you just want to start an LLC, you may end up wading through a lot of information about businesses and laws that don’t apply to you.
If you’re here, you know that you want an LLC, but maybe not how to get it. Fortunately, it’s not as hard as some of the confusing legal websites lead you to believe. There are a few clear, easy steps you can take to get it done.
In this article, you’ll find all the information you need to start an LLC in Florida, including:
- Tips on drafting and filing the documents you need for your Florida LLC formation
- Guidelines for staying within state and federal law
- The actual laws and rules you need to follow
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Step 1: Name your Florida LLC
The first thing you must do is pick a good name for your LLC. There is a bit more to this than just thinking of a catchy name. Florida Statutes section 605.0112 has a few rules about things you have to include, as well as things you must avoid.
Words You Have to Use
Like other states, Florida requires your LLC’s name to be clear about what kind of company it is. Thus, your name has to have one of these phrases or abbreviations:
- Limited Liability Company
Section 605.0112(b) also requires that your LLC's name be distinguishable from the names of other entities doing business in Florida. In order to make your company's name acceptable, then, you may have to add words to its name.
Note that Florida’s “distinguishable” requirement is not satisfied just by small changes. Let’s say you want to name your LLC “Bob’s Widgets, LLC,” but there is already a Florida corporation that calls itself “Bob’s Widgets, Inc.”
You might think you could just shorten your name to “Bob Widget, LLC,” but the Florida law will still want more changes. The statute says that you have to add more than simply changing a possessive or plural, or adding punctuation. In cases like these, you need more words setting your business apart from others.
Words You Can’t Use
The list of words you can’t use in your LLC’s name is a bit more tricky. Here are the words and phrases the law prevents you from using:
- Words implying the LLC is connected with the government: you can’t choose a name that would make people confuse you with a federal or state government entity. “Florida Tax Collector, LLC” and “FBI Auto Sales, LLC” are two names that would be illegal under this rule.
- Words implying illegal or unauthorized purposes: any words indicating an illegal purpose or a purpose not allowed by the LLC’s articles of organization. For example, “Bob’s Stolen Cars, LLC” is obviously illegal. “Bob’s Law Firm, LLC” would also be forbidden if it’s a barbershop where no lawyers work.
Florida’s naming rules are a bit more vague than the rules from other states. But you can still run into trouble if your name is misleading. The big rule: when in doubt, check with the Division of Corporations to make sure your company name complies with the law.
Research the LLC Name You Want
When you have a good name in mind, you'll want to do a search to make sure it hasn't already been taken. (You should also make sure that there aren't any names that are too similar to the name you want.) Make sure you search business entity names on the Florida Division of Corporations website, which includes LLCs, corporations, and limited partnerships.
To make sure your name is distinguishable, you’ll want to conduct several searches with different words from your LLC’s name. Once you have a good name that isn’t already used, you’re ready to move on to the next step.
Get a Matching Domain
Once you settle on an LLC name, we recommend you get a matching domain, even if you don’t have immediate plans for a website.
Competitors can buy your perfect domain and its variations to block you from using them.
Domain squatters sift through public records of newly registered LLCs and will buy their matching URLs, only to relist them with huge markups.
A domain name from GoDaddy.com or a similar registrar will cost you between $20 and $50 per year, with regular specials and sales where you can get large discounts.
It pays to check now.
Once you have your domain name, you can also create a branded email address through GoDaddy.
Florida DBA: Using a Fictitious Business Name
There are lots of reasons you might not want to use your LLC’s full name on the sign outside your business. Maybe that name is too long or hard to say. Or, even if you followed the naming rules, people may be getting you confused with another company.
In cases like this, a fictitious business name, or DBA (doing business as) name, can help. Getting one is a very common procedure that won't take you too long. Florida’s Fictitious Name Act sets down the requirements for a DBA in Florida Statutes section 865.09.
Once you have decided on a DBA name, you have to file a DBA registration with the Division of Corporations.
That filing must contain:
- Your DBA name
- Your LLC’s mailing address
- Your name and address (or the name and address of the person who is filing the DBA registration)
- Your LLC’s Florida document registration number
- Your LLC’s federal Employer Identification Number (EIN), if it has one
- Certification that the intent to register the DBA has been published in a newspaper where the LLC does or will do business
Make sure you don’t forget to publish your LLC’s intended DBA in a local newspaper. This step is unique and easy to miss.
Finally, keep in mind that getting a DBA in Florida comes with a $50 filing fee. The Division of Corporations will allow you to register for a DBA online.
Step 2: Appoint a Registered Agent for your LLC
Florida Statutes section 605.113 mandates that your LLC must name a registered agent for mail and service of process.
Service of process is a legal term for business letters or legal papers. In other words, your agent is there for the state or the public to communicate with you.
If your LLC is ever sued, your Florida registered agent gets the papers. If people suing your LLC can’t find your agent, you could lose the lawsuit by default judgment. That means that you don’t participate in the case, and the judge rules against you without even holding a trial.
So, you must have a registered agent. Some business owners, looking to save a bit of money, try to serve as their own agents. More seasoned owners hire registered agent companies. Those companies set up their own offices in Florida, and all service of process and other correspondence will go to them before being redirected to you.
Startup costs are no joke. You may be tempted to be your own registered agent because:
- It’s cheap: You’re not paying someone for something you can do yourself.
- It’s simple: The only address and contact information you have to keep current is your own.
- It’s reliable: You will receive all important papers personally.
Before you make that call, though, think about some of the consequences of being your own registered agent:
- No privacy: Your name and address will be published on the Division of Corporations website.
- Junk mail/spam: You will get a ton of junk mail in addition to a small amount of real mail and any service of process.
- No breaks: Agents must be open for service during all business hours. They don’t get time off.
- Business interruptions: If your agency address is the same as your business address, your clients may be interrupted by people serving lawsuits. That could be embarrassing or hurt your reputation.
- It’s your fault if you miss something: You always have to make sure your agency address is correct and up to date. If you make a mistake or miss something, that’s on you.
Registered agent companies will help you avoid these pitfalls. They aren’t pricey, either. They usually cost around $100 per year. Their name and address, not yours, are listed on the Internet. Depend on your agent to make sure you don’t miss anything. That way, you can focus on your business.
If you are looking for a professional registered agent service, take a look at our Best Registered Agent ranking for some of our recommendations.
A registered agent service can also help if your LLC will do business in multiple states and you need to register as a foreign LLC. Just find a company that does business in all those states, pay them a single fee for multiple agents and offices, then let them worry about the details.
Step 3: File Your Florida LLC Articles of Organization
Once you are prepared to go into business, you must file articles of organization to form your LLC under Florida law. Florida Statutes section 605.0201 shows you how.
Remember, until you file your articles, your LLC doesn’t exist and can’t do anything. Filing the articles is, therefore, a crucial step.
If you would like to avoid the hassle of handling your LLC filing yourself, you can also use a professional LLC formation service. Check out our Best LLC formation services article for some of our suggestions.
What to include in my Florida Articles of Organization?
Section 605.0201 requires you to include these points in your LLC’s articles of organization:
- Your LLC’s name, which must comply with Florida Statutes section 605.0112
- The street and mailing addresses of your LLC’s principal office
- The name and street address of your LLC’s registered agent
- Your registered agent’s written acceptance of their duties
Apart from those four items, the statute suggests the inclusion of other matters as well:
- A statement of whether the LLC has an appointed manager
- The names and addresses of one or more managers
- If the LLC is managed by members, the names and addresses of one or more members
- If a specific person has special power or authority in the LLC, descriptions or limitations of that power
- Any relevant information
If you need an example of what the articles should look like, the Division of Corporations offers a fill-in-the-blank form (PDF) on its website.
Florida LLC Filing Fee
The total required state fee when you file the articles of organization is $125. That fee is composed of two parts:
- $100 filing fee for the articles of organization
- $25 fee for the registration of your registered agent.
Florida LLC Processing Time
Once you have gotten the documents in the mail or otherwise sent them to the Division of Corporations, you have to wait for them to be processed. Unfortunately, that can take a bit more time than you might expect.
How you file your articles of organization matters. Processing times are always changing, but here is what you can expect:
- By mail: 5-7 business days, plus time for mailing
- Online: 1-2 business days
- Walk-in filings: Same day
Walk-in requests are only processed at the Tallahassee office. The address is 2415 N. Monroe Street, Suite 810 Tallahassee, FL 32303.
Because Florida offers both walk-in service and quick turnaround times for online filings, it does not offer expedited service.
Step 4: Draft your Florida LLC Operating Agreement
Operating agreements are contracts between you and the other members of your LLC.
Florida LLCs don’t have to have them, but it’s a good idea to make one anyway.
Taking the time to create a contract with the rules of your company will greatly benefit you, your company, and any other people involved. This is especially true when something bad happens.
Your LLC operating agreement should have all the important facts about the LLC. For example, your LLC might have six members or owners. Each one of you, however, will probably have a unique job in the company. The operating agreement outlines each person’s job and how it should be done.
Florida Statutes section 605.0105(1) states what operating agreements do in Florida:
- They determine the rights and duties of LLC members. If one LLC member is responsible for running the business or managing the books, the operating agreement should say so.
- They say what the manager has the right to do. Managers also have special duties to the company and the members. The operating agreement should state these.
- They outline what the LLC is legally able to do. The operating agreement should also set down how the company is allowed to conduct its business from day to day.
- They say how to change the rules. You may need to amend your operating agreement in the future. The operating agreement should set down the rules for making changes.
Operating agreements are useful because they let you tailor the rules to fit your LLC and each of its members. They give you a metric by which you can measure how members are doing their jobs and tell you how to handle it if they fail. Can you fire them or kick them out of the company? The contract should say!
When making an operating agreement, you should also make rules about how new members can buy into the company or how current members can leave.
Those are only a few of the uses for LLC operating agreements. An operating agreement can specify:
- Which members can sign contracts or checks for the LLC
- How members can leave the LLC
- How new members can join
- How and when profits are paid to members
- How to hire and fire managers
- Procedures for annual company meetings and votes
- How the LLC should be taxed
- What happens when the business ends (dissolution)
Though you have a lot of freedom about what to put in your LLC’s operating agreement, Florida law does not allow you to change how the law applies to your company. See Florida Statutes section 605.0105(3).
Unlike the articles of organization, you don't file your operating agreement. It is just a contract that exists for the use of your company. A well-drafted operating agreement should be read and referred to often as you make decisions about your business.
Step 5: Get an EIN (Employer Identification Number) for Your Florida LLC
When you file your personal tax return with the IRS, the government keeps track of that return by using your social security number. Because companies aren’t people, however, they don’t have social security numbers. Therefore, the government uses EINs as a way to track many companies’ tax information.
Not all LLCs need an EIN, but many do. To see whether your LLC needs an EIN, ask yourself these three questions:
- Does your LLC have more than one member?
- Does your LLC have any employees?
- Is your LLC taxed as a C corporation or S corporation?
If the answer to any of the above questions is yes, you will need an EIN. Also, note that most banks will need an EIN to open a bank account for your LLC.
The good news is that it’s not hard at all to get an EIN. The IRS has a detailed website on the topic and allows you to apply online. The whole application process takes about five minutes. Alternatively, you can also file IRS form SS-4 via mail or fax.
Because it’s so simple, you should never pay anyone to get an EIN for you unless they are throwing it in as an added benefit to a bigger service package.
First Tasks After Registering your Florida LLC
Once you’ve formed your company, you probably can’t wait to get started. But don’t jump the gun. There are still a few more very important steps you need to take before you open your doors for business.
Open a Business Bank Account
There are many good reasons to get your LLC its own bank account:
- Accounting: You’re in business to make money. You can’t tell if you’re making money unless you know exactly how much your company spends and deposits every month.
- Credit: Even successful companies need to borrow money. You don’t want to use your personal credit, though, for a business expense. Keeping your company’s money separate helps build up company credit that it can use for business purposes.
- Personal Asset Protection: Keeping your company’s money separate from your own is the whole point of even forming an LLC. Without a business bank account, you risk losing that protection.
Accounting is by far the most obvious reason to separate the business money from your own. You have to keep detailed financial records about your business, its expenses, and its income. You can’t do that if you are mixing in your own information and money with that of the business. Your LLC’s books are easier to keep if it has its own account.
No one wants to think about borrowing money for their new businesses, but it may be necessary at times, either to make improvements or to keep the bills paid. If you have to do that, it’s easier and safer for you if the business can get its own loans.
The third point, legal protection, is critical. The whole idea of having an LLC for your business is that if someone sues it, your own assets are not at risk. This company/individual separation is called the corporate veil. (Even though an LLC is different from a corporation, the concept is still the same.)
If you treat your company’s assets like your own, the veil can be pierced, and you can lose all liability protection. So, for example, if you are taking the company’s money and using it to pay tuition for your child’s school, you could lose all the legal protection that you got by forming your LLC!
Therefore, it just makes sense to get your LLC its own bank account. Take a few hours, go to the bank, and get it done. You’ll be glad you did.
Get Business Insurance For Your Florida LLC
You need to protect your business against accidents and other problems, just like you protect your home, car, and other property. That means getting insurance policies.
Here are some types of insurance you should think about for your LLC:
- General liability insurance: You’ll need this if there's an injury on your property. It pays for damages and a lawyer if you need one.
- Commercial automobile insurance: This works like your own car insurance. It covers drivers and vehicles for your business.
- Workers compensation insurance: Florida law requires most employers to have workers’ compensation insurance. This can include insurance for LLC members, depending on your area of business.
- Commercial property insurance: This protects your property in the event of damage. Keep in mind that flood insurance is often a separate policy.
- Professional liability insurance: Lawyers, doctors, architects, and other professionals need this insurance. It provides coverage and legal defense in the event of a malpractice case.
- Business income insurance: If you have to close for some time, business income insurance can pay back the loss of income. Policies vary, though. Make sure that you know exactly what kinds of losses will be covered.
Keep Your Florida Company Compliant
Now that you have done all the hard work, you can focus on running your business.
Keep in mind, though, that you will need to pay attention to legal issues sometimes. Here are some things to look at so you can make sure you are still on track.
Florida Business Permits and Licenses
In Florida, you will need to check with the county where your business is located to see what kind of permits or business licenses your LLC will need.
Also, keep in mind that many businesses will need professional licenses.
For example, if you are a barber, you will need to get a separate license from the Florida Department of Business and Professional Regulation.
Florida Tax Requirements
LLCs are pass-through entities, meaning that income passes to the members, who then pay taxes to the state. A single-member LLC is taxed like a sole proprietorship, and multi-member LLCs are taxed like partnerships.
Unlike corporations, there is no franchise tax imposed on Florida LLCs.
Federal LLC Tax Filing Requirements
Your LLC is also considered a pass-through entity for federal tax purposes. Profits or losses from your LLC should be on Schedule C of your personal tax return.
Annual Report and Other Filing Requirements
Florida LLCs are required to file annual reports containing the following information:
- Your LLC’s name
- Your LLC’s document registration number
- Your LLC’s street address and mailing address
- The date your LLC was formed
- Your LLC’s EIN, if it has one (if not, whether you have applied for one)
- The name, title, and address of at least one person who manages the company (whether a member or a separate manager)
- Your registered agent’s name, address, and signature
- Any other necessary information
For further questions and instructions, you can refer to the Florida Division of Corporations website.
You should file your annual report before May 1 of every year. In that case, your filing fee will be only $138.75. If the department receives your report after May 1, the fee shoots up to $538.75. Do it early and save your company money!
Florida Business Formation Quick Links
- Florida LLC Articles of Organization (Form)
- Florida Department of Business and Professional Regulation
- Florida Department of Revenue — Employment Taxes
- Florida Department of Revenue — Sales and Use Tax
- Florida Division of Corporations — Annual Report Instructions
- Florida Division of Corporations — Company Search
- Florida Division of Corporations — Document Processing Dates
- Florida Division of Corporations — Fee Schedule
- Florida Statutes Chapter 440 — Workers’ Compensation
- Florida Statutes Chapter 605 — Florida Revised Limited Liability Company Act
- Florida Statutes Section 865.09 — Fictitious Name Registration (DBA)
- Internal Revenue Service — apply for an EIN online
- IRS information regarding the federal tax treatment of LLCs
Florida LLC FAQs
How much does it cost to start a Florida LLC?
It costs $125. This includes both the $100 filing fee for your articles of organization and the $25 fee for the registration of your LLC’s registered agent.
What is the processing time to form my Florida LLC?
If you mail your articles of organization, 5-7 business days; online filings take 1-2 business days. Keep in mind that you also have to add time for your documents to travel through the mail if you choose that option.
What are the benefits of a Florida LLC?
A Florida LLC is not subject to state income tax, and it also protects your personal assets. You can also customize this business structure to the needs of your business by using an LLC operating agreement.
Where do I check if my Florida LLC name is available?
Use the Company Search on the Florida Department of Corporations website. Take special care to make sure not only that your name isn’t taken, but also that it is not too similar to the same of any existing company.