Form a Florida LLC
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A limited liability company (LLC) is a separate and independent legal entity under the law. It is a separate and independent from its owners just like a corporation is a separate and independent legal entity from its shareholders. This offers the owners of an LLC a number of advantages, most notably limited personal liability for the debts and financial liabilities of the company and tax flexibility.

However, an LLC only comes into existence if and when the law says it does. Thus, in order to enjoy the various advantages of operating your business as an LLC, it is very important that you follow the legal requirement to properly form and maintain an LLC.

Florida is a great state in which to form a new LLC. The state has one of the lowest income taxes in the country and leads the nation in growth prospects. If you are planning or already doing business in the state, here are the five basic requirements for forming an LLC in Florida:

Choose a Name for Your LLC


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In general, you need to observe the following naming guidelines when choosing a name for your Florida LLC:

  1. Your LLC's name must end with the phrase Limited Liability Company or one of its abbreviations (LLC or L.L.C.). Restricted words such as "bank", "attorney", and "law office" may require you to file additional documents and may also require one of the members of your LLC to be a licensed professional.
  2. Your LLC's name cannot incorporate any words that may cause it to be confused with a government agency such as “IRS”, “FBI”, “Treasury”, “State Department”, etc.
  3. You cannot use a name that has already been registered. To find out if the name is free to use in Florida, you will need to perform a name search. You can do this for free via the Florida Secretary of State's website.
  4. It is also a good idea to find out if the name you have chosen for your LLC is free to be used as a web address. Although you may not have immediate plans to create a website for your business, you might want to purchase the URL to keep others from taking.

Choose a Name for Your LLC

Florida requires that you nominate a registered agent for your LLC, who will act on your behalf to receive important legal documents and correspondence from the state. You can nominate yourself, another member of the LLC, or a corporate service that has been approved to operate in Florida. However, whomever you nominate as your registered agent, must have a legal address within the state of Florida.

As mentioned above, your registered agent will be responsible for sending and receiving legal documents for your LLC. This includes official correspondences, court summons, and important business documents that, once received, will be forwarded to you immediately.

Finally, your registered agent will also remind you to file the necessary reports. Failure to file the necessary reports or to properly maintain your LLC can result in stiff fines and the possible dissolution of your LLC. Thus, this assistance can be extremely valuable to you.

File Articles of Organization

In order to form your LLC, you will need to file Articles of Organization with the Division of Corporations, along with the appropriate filing fee. The articles of organization are the LLC's official formation documents and, once approved, they create your LLC by state statute. You can file your articles of organization online or through the postal service.

Your article organization should include your LLC's:

  • Name;
  • Principal address and a mailing address;
  • Registered Agent;
  • Managers and Members; and
  • Effective Date (the date upon which your LLC will officially begin to exist)

File Articles of Organization

In order to form your LLC, you will need to file Articles of Organization with the Division of Corporations, along with the appropriate filing fee. The articles of organization are the LLC's official formation documents and, once approved, they create your LLC by state statute. You can file your articles of organization online or through the postal service.

Your article organization should include your LLC's:

  • Name;
  • Principal address and a mailing address;
  • Registered Agent;
  • Managers and Members; and
  • Effective Date (the date upon which your LLC will officially begin to exist)

Create an Operating Agreement

Although Florida does not require you to do so, you should also create an Operating Agreement to establish ownership terms and member roles for your LLC. This foundational document is the core of your LLC and will help you maintain your company and further establish your LLC as a separate legal entity.

There are 6 principal sections of an LLC's operating agreement:

  1. Organization - when, where, and by whom the LLC was created, who its members are, and it's ownership structure.
  2. Management and Voting - how the LLC is managed and how it's members vote.
  3. Capital Contributions - which members contributed capital to the LLC and how additional capital may be raised when needed.
  4. Distributions - how the LLC's profits and losses will be shared amongst its members.
  5. Membership Changes - the procedure for adding or removing members and how a member can transfer his or her share of ownership in the LLC to someone else.
  6. Dissolution - the circumstances under which the LLC might be dissolved.

Your LLC's operating agreement is a private document and does not need to be filed with the state. However, it should be updated whenever there is a change in management or membership of the LLC.

Obtain an EIN

Lastly, you will need to obtain an Employer Identification Number (EIN) from the IRS. Also known as a Federal Tax Identification Number, your EIN is like a Social Security Number for your LLC and is how the IRS tracks your business for tax purposes.

An EIN is also necessary to open a bank account for your LLC and to legally hire employees. EINs are free of charge and can be obtained from the IRS online or through the mail.

Consult With a Florida Business Law Attorney


While it is certainly possible to create your Florida LLC on your own, there are certain benefits to hiring a qualified business attorney to assist you in the process. For more detailed information on how to form an LLC in Florida and to learn exactly how an experienced Florida business law attorney can benefit you in the process, call our law firm to arrange a no-cost, no-obligation consultation with a qualified Florida business law attorney.

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