How to File an LLC in Florida

Becoming a new business owner is an exciting time. It’s a chance to start something up from scratch and see where the opportunity takes you. However, getting a big idea off the ground can feel overwhelming.

Also known as an LLC, a limited liability company is a popular business type that offers the same professional services as a standard corporation but with more flexibility for the business owner. For example, LLC owners, also known as members, are safe from paying the company’s debts, meaning they are less responsible for liabilities.[1]

If you’re interested in filing a Florida LLC, keep reading for a step-by-step guide on the LLC formation process.

Key Takeaways:

• An LLC offers the same professional services as a standard corporation but with management flexibility and tax advantages.

• The rules for forming an LLC vary state by state, so entrepreneurs looking to start their businesses in Florida should research the state law.

• You must choose a unique company name, file your articles of organization, and hire a state-specific registered agent to file an LLC in Florida.

What Is LLC Formation?

There are several benefits to forming a Florida limited liability company, especially for small business owners. On top of offering more flexibility and less responsibility for the LLC’s debts, members enjoy many tax benefits, including the convenience of not having to file income tax for their business. 

LLCs are not treated as separate tax entities like traditional corporations. As a result, the Internal Revenue Service (IRS) treats this type of business as a “pass-through entity,” meaning LLC owners file their company’s gains and losses on their personal tax returns. In addition to its liability protection, this ease of filing taxes makes LLCs an attractive option.

Since LLCs don’t pay taxes as businesses usually do, members must choose one of four legal structures for their LLCs to identify as, marking how their company will pay sales tax, state fees, and more.

1. C Corporation (C Corp)

Owned by the LLC’s shareholders or members, a C corp is an independent legal entity.[2] A C Corp is the default type of business recognized by the IRS. 

Out of the four structures, a C Corp is the only type of business that follows standard rules, regulations, and taxes. It is not a pass-through entity, meaning it gets seen as a separate tax entity, and as a result, it gets taxed on its own. 

2. S Corporation (S Corp)

Unlike a C corp, an S corp is treated as a pass-through entity with the added benefit of a lower self-employment tax.[3] Similar to LLCs, all business taxes go to the owning members, who will then file business taxes on their personal annual filing. It is only available to small businesses with 100 or fewer shareholders.

3. Partnership

A partnership is an LLC with at least two members treated like a corporation.[4]

4. Sole Proprietorship

A sole proprietorship is an informal business structure for when you own the business yourself.[5] A sole proprietorship differs from a single-member LLC. You cannot act as the sole proprietor if you choose to structure the LLC as a corporation.

In the table below, you can review whether each type is a pass-through entity and their required tax form:[6]

In addition to choosing one of these four structures, each state has its own rules and regulations to keep in mind when filing an LLC. 

The Florida Department of State ensures business owners follow Florida law and other administrative processes. When forming an LLC in the state, check on filing fees, requirements, and the costs to file an annual report.[7] Businesses must maintain good standing to avoid issues with the Florida Department of Revenue.

Step-By-Step Guide to Starting Your Florida LLC

Are you ready to get your Florida LLC off the ground? From choosing your company’s unique name, hiring a state-specific registered agent, and getting an Employer Identification Number (EIN) from the IRS, our step-by-step guide is here to help you through every step of the process.

Step 1: Choose a Business Name for Your Florida LLC

All Florida LLCs need a unique and distinct name. When choosing and reserving a business name for your LLC, the first step is to check if it’s available with a name search. If it’s already in use, then it’s off-limits. You could face serious legal repercussions for operating under the same name if another business has already claimed it.

The Florida Department of State has several guidelines that members need to keep in mind when coming up with their LLC name:[8] 

• LLC names must include Limited Liability Company, LLC, or L.L.C.

• Professional limited liability companies must include Chartered, Professional Limited Liability Company, PLLC, or P.L.L.C.

• Business names are not distinguishable by their suffixes. Do not include suffixes like Corporation/Corp., Incorporated/Inc., Company/Co., or Limited Liability Company/LLC when searching if a name is available.

• Definite and indefinite articles, like “the,” “an,” or “a,” do not distinguish an entity name.

• The ampersand symbol (&) and the word “and” are not different.

• A word’s singular, plural, and possessive forms are considered the same in a business name.

• Punctuation and symbols do not make names different from one another.

You can double-check that your name is available with our free business name search tool. Business owners can also check the Division of Corporations’ Corporation Search.[9] If your unique LLC name is available, you can proceed with your name reservation.

To reserve your business name, you must submit a letter to the Florida Secretary of state with the following information:[8] 

1. The LLC name you want to reserve

2. Your full name

3. Your mailing address

4. Your filing fee payment method ($25 for an LLC)

The Secretary of State will place a hold on the name for up to 120 days, meaning no other business entity in the state can use it. A name reservation gives you time to form your LLC officially; however, the name is only ready for use once approved by the Division of Corporations.

When creating an LLC, you are forming a business that operates as a legal entity under a legitimate name. Claiming a name is different from doing business as (a DBA). A DBA is a business that functions under a fictitious name.[10] LLCs provide more legal protections and freedom from personal liability than DBAs, which is one reason they appeal to entrepreneurs and small business owners.

Step 2: Fill Out Florida Articles of Organization

Once you claim your name, you must file your Florida LLC articles of organization. Filing this certificate comes with certain costs but supports the official formation of your LLC, making you legally registered to run your business in the state. 

We’ll help make the administrative work more manageable by filing your Florida articles of formation on your behalf. You can also complete the form online or submit it to the Secretary of State by mail. Either way, there are vital pieces of information your articles of organization needs to include to avoid rejection.[11] These include the following:

• Registered name and business address

• Mailing address, if different from the principal address

• LLC business purpose

• Registered agent’s name, address, and signature

• LLCs effective date

• Authorized representative signature 

• Correspondence name and email

There is a $100 filing fee for your Florida articles of organization.[7] Once you submit your articles of organization, the Secretary of State will approve or deny your entity’s formation. This can take several business days as certificates get processed in the order they are received, so plan ahead if you want your business approved by a specific date. 

LLC owners will receive a confirmation letter from the department once their articles of organization are approved.[12] If you purchased additional items, like a Certificate of Status or a Certified Copy, these would also be mailed or emailed to you. 

Annual Report

In addition to your formation documents, members need to file additional paperwork to maintain their businesses. This includes completing an annual report to maintain an “active” status with the Division of Corporations.[11]

The Florida annual report filing period is from January 1 to May 1, starting the following calendar year. The annual report is not a financial statement but a document that confirms or updates your LLC’s information for the department’s records. You must submit an annual report each year, or you risk the state dissolving your LLC. 

Step 3: Hire a Florida Registered Agent

Florida requires all LLCs to appoint a registered agent and pay a $25 fee.[7] An entity cannot serve as its registered agent, but an individual within the business or an outside party can.[8] 

A registered agent helps support members’ business needs and handles legal documents on behalf of the LLC. They are responsible for managing complex administrative and legal duties, like the service of process documents needed to initiate a lawsuit.[8] The registered agent also has a registered office address, which is where all legal documents are sent for the LLC.

This is one of the many reasons why hiring a mandatory Florida registered agent is important and necessary. For busy entrepreneurs, agents are a solution to let them focus on running the business. Here are other pros of appointing someone to handle your LLC’s paperwork rather than serving as your own:

• Act as the main point of contact to accept legal documents

• Serve as the main street address for your LLC

• Correspond with government officials and for legal matters

• File compliance paperwork according to deadlines

• Alleviate administrative burdens

• Reduce liabilities by handling official paperwork

• Support business owners and allow them to focus on running the business

If you don’t want to deal with the administrative burden of running a business, hiring a registered agent to handle official matters on behalf of your LLC can help. We offer a reliable and professional registered agent service in every state. With us as your agent, you don’t have to worry about missing a filing deadline again.

Step 4: Create an LLC Operating Agreement

Even though it’s not required by Florida law, LLC members should focus on drafting a Florida LLC operating agreement. This official document clearly outlines ownership over the business, each individual’s responsibilities, and management.[13]

Explicitly stating who the LLC’s business owners are and their responsibilities help to establish the rules used to run the company. Without any clarification, businesses can face issues with their operations and risk legal trouble. 

There are two different ways to manage an LLC:[14]

1. Member-Managed LLC 

A member-managed LLC means the owners will make executive decisions for the business. If there are multiple members, they must reach a group consensus on how they run business activities, where all individuals agree.

2. Manager-Managed LLC

Alternatively, if the owners want to avoid deciding how to run the business, they can appoint a manager or multiple managers. A manager-managed LLC delegates someone responsible for making decisions on behalf of a member. This can be other LLC members or non-members.

Once you determine how you want to manage your LLC, you can draft your operating agreement. These are some of the critical pieces of information your operating agreement should include:[15]

• The LLCs business structure and management style

• Percentage of each members ownership adding up to 100%

• Member’s powers, duties, responsibilities, and voting rights

• Management details, including how meetings are held and how to take votes

• Profit and loss allocation

• Procedures for members leaving or selling shares (buyout and buy-sell provisions)

An operating agreement does not serve the same function as a business license. Its primary purpose is to determine and solidify the LLC’s owner.[15] A written operating agreement is the only document that explicitly verifies who owns the company, among other key details, so each member should keep an original copy once it gets signed.

Step 5: File for an Employer Identification Number

Like a Federal Tax Identification Number (FTID) or a Social Security Number (SSN), an EIN is a nine-digit number used to identify a tax-paying entity or individual. It is an ID number that helps the IRS track whether your LLC is in good standing and follows federal guidelines.

This is not just a requirement for Florida businesses. All newly-formed LLCs in the US are mandated by federal law to file for an EIN with the IRS. You need an EIN to pay income tax, file LLC tax returns, open business bank accounts, and get credit cards. 

We can obtain your EIN today for a small fee. You can also contact the IRS at 1-800-829-4933 or apply online.[8]

While mandated by federal law, note that there are specific scenarios where owners don’t need to file for an EIN. If your LLC does not employ anyone, the member can use their personal SSN when filing taxes for the business. Single-member LLCs are seen as a “disregarded entity,” so the member does not need an EIN and can report business activities when they file their personal tax return.

Let Us Handle Your LLC Paperwork

LLC formation comes with a few steps, but turning your dreams into a reality doesn’t have to be complicated. Save yourself time, money, and the hassle of rejection by letting Swyft Filings take you through the process from start to finish. 

Trusted since 2015, we’ve created more than 300,000 businesses and have more than 3,500 five-star reviews. By letting us handle the paperwork, we’ll ensure the documents are done without costly errors and get processed immediately. Apply today through our online filing portal in as little as 10 minutes, and we’ll get your Florida LLC off the ground.

FAQs:

How much does it cost to set up an LLC in Florida?

At a minimum, new LLC owners should expect to pay $125 to set up their business in the state.[7] The required filing fee is $100, and the registered agent fee is $25. 

How is an LLC taxed in Florida?

This depends on the LLC owner’s chosen structure for their business and tax purposes. Four different structures exist: C corporation, S corporation, partnership, or sole proprietorship. All are pass-through entities except for C corps and will determine how the state taxes the LLC.

What are the benefits of a Florida LLC?

LLCs may be especially attractive to small business owners for many reasons. They are relatively inexpensive, easy to form compared to larger corporations, and have tax benefits. Owners also benefit from the removed responsibility for the company’s debt, options for ownership and business structure, and flexible management style.

How do you dissolve an LLC in Florida?

If your LLC is no longer in business, you can dissolve it, cancel its registration, or withdraw the entity entirely with the Florida Department of State. Members must submit their articles of dissolution and pay a fee of $25.[16]

Bibliography:

1. Investopedia. “What is an LLC?” Accessed December 17, 2022.

2. Tax Foundation. “C Corporation (C Corp).” Accessed December 18, 2022.

3. Investopedia. “What is an S Corp?” Accessed December 18, 2022.

4. Internal Revenue Service. “LLC Filing as a Corporation or Partnership.” Accessed December 18, 2022.

5. Internal Revenue Service. “Sole Proprietorships.” Accessed December 18, 2022.

6. Toptal. “C Corp vs. S Corp, Partnership, Proprietorship, and LLC: What Is the Best Business Entity?” Accessed December 18, 2022.

7. Florida Department of State. “LLC Fees.” Accessed December 18, 2022.

8. Sunbiz. “Division FAQs: Public Inquiries & Entity Name Searches.” Accessed December 18, 2022.

9. Sunbiz. “Division of Corporations: Corporation Search.” Accessed December 18, 2022.

10. Forbes. “DBA vs. LLC: What are the differences?” Accessed December 18, 2022.

11. Sunbiz. “Instructions for Articles of Organization (FL LLC)”. Accessed December 19, 2022.

12. Sunbiz. “Florida Limited Liability Company.” Accessed December 19, 2022.

13. HG.org. “Do I Need an Operating Agreement for an LLC in Florida?” Accessed December 19, 2022.

14. Nerdwallet. “Member-managed LLC vs. Manager-managed LLC: Which should you choose?” Accessed December 19, 2022.

15. Investopedia. “LLC Operating Agreement: Definition, Purpose, Format, Importance.” Accessed December 19, 2022.

16. Florida Department of State. “Dissolve or Withdraw a Business.” Accessed December 19, 2022.