Florida LLC Formation Guide

This guide will help you set up an LLC in Florida. It includes step-by-step instructions for obtaining tax IDs and filing documents.

Overview

Because they are affordable to set up, offer flexibility for the owners and are simple to manage, LLCs are the most preferred business structure. Your LLC legalizes your business and limits your personal liability. It also allows you to have tax flexibility. As you go through this process, the following steps will guide you.

Step-by-Step Florida LLC Instructions

1. Check Name Availability

   Your LLC’s legal name may not be in conflict with any registered name. You can search for the name you want to check availability.

   Name Search:	Florida Department of State, Division of Corporations Name search
   Name Reservation:	Optional
   Suffix:	“(1) Name of a limited-liability company: (a). Must include the words “limited liability” or the abbreviation L.L.C. or “LLC”, which will indicate that it is a limited-liability company and not a natural person, partnership or corporation. FS §605.0112

2. Appoint a registered agent

   Before you can file to officially create your Florida LLC, it is necessary to determine who your Florida registered agents are. Registered agents are the legal representatives of a business that receives notices about lawsuits and other legal notices.

   Every LLC must have a registered agent as required by state law. When you file Florida articles of incorporation with the Florida Department of State Division of Corporations, the registered agent will be designated.

3. Florida Certificate of Formation

   To create a limited liability company, file the articles of organization

   Agency:	Florida Department of State, Division of Corporations
   Form:	Articles for Organization
   Filing Method	Mail or online
   Agency Fee:	$125
   Turnaround:	Online delivery takes 1-3 days 8-17 Days by Mail
   Law:	2013 Florida Statues Chapter 621: Professional Service Corporations and Limited Liability Companies
   Notes:	Send the state-prescribed cover letter, original articles and a copy of your documents to the postal address when filing by mail.

4. Establish Company Records

   Your LLC must maintain accurate and complete records. Your LLC’s first records will be your filed articles of organization. Other official records that your LLC may produce include:

   • Minutes of meetings
   • Operating agreement
   • EIN verification letter
   • All amendments and filings to the LLC during its lifetime

    

5. Make the Operating Agreement

   An Operating Agreement is the governing document of the LLC. This document outlines the rules and procedures for how the LLC will operate, such as holding an annual meeting. The agreement will be reviewed and approved at your organization meeting.

6. Organize the Organizational Meeting

   The organizational meeting is the first meeting of members of an LLC. To conduct this meeting, you will need to have your operating agreement and the filed articles of organization. Keep a record of the meeting and keep it in your company records book.

7. Register for a Federal Employer Identification Number.

   An EIN is required for any LLC that has more than one member, or hires employees. A bank account opening requires an EIN.

   Agency:	Internal Revenue Service (IRS).
   Form:	IRS Form S-4
   Filing Method	You can send mail, fax or online by phone.
   IRS fee	$0
   Turnaround:	Online or over the phone, immediately. 4 business days via fax. 4-5 weeks via mail
   Notes:	Only certain hours are available for the IRS website. Before closing your session, print your EIN. For more information, please refer to IRS Pub 1635 Understanding Your EIN.

8. Get Florida State Tax Identification Numbers/Accounts

   Florida offers a single application for tax registration.

   Send your submission to:

   Florida Department of Revenue

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

   Form:

   
   Form DR-1: Florida Business Tax Application

   Guidance:

   
   Florida Department of Revenue Start-up Kit for Business Owners

   Filing Method

   Mail or online

   Fee:

   $0 + $5 Sales Tax Registration (if applicable).

9. Consider Electing C-Corp Taxation or S-Corp Fiscal

   Your LLC will automatically be subject to pass-through taxation. However, the majority of LLCs maintain this tax classification. Some LLCs can choose to elect S-Corp and C-Corp tax treatment.

   • S-Corp is a tax-saving tool that can be used by owner-employees earning more than 75,000 annually.
   • Double taxation is a problem for C-Corps: members pay taxes on distributions and the corporation pays taxes. You may be eligible for C-Corp tax treatment if your profits exceed $250,000 or you offer employee benefits.

10. Get Business Licenses and Permits

    You must have the appropriate licenses and permits to run your business legally. It is easy to find the right licenses and permits for your state and federal business.

    Florida Business License

    NOT REQUIRED

     

    Florida does not require licensure for general business licenses.

    Florida does not have an overall business license at the state-level, but licenses for local businesses are required.

11. You must continue to file for your LLC

    You are required to file both federal and state tax returns.

    To maintain good standing with the secretary-of-state, many states require that business entities file an annual report. The table below shows the requirements for annual reports for Florida LLCs.

    Florida Corporation Annual Report Requirements:

    Agency:	Florida Department of State, Division of Corporations
    Form:	Online filing is required.
    Filing Method	Online.
    Agency Fee:	$150
    Due:	Each year, May 1.
    Law:	Florida Statutes SS607.1622.
    Penalties:	$400 late fee
    Notes:	Anybody with authority can file.