Here are the basic steps to follow to create a limited liability company within the state of Florida.
1. Choose a name for the LLC.
Under Florida law, the name of a limited liability company must contain the words “Limited Liability Company”, “L.L.C.”, “LLC”, or “Limited”.
The name of your LLC must be clearly different from the names of other business entities already listed on the Florida Division of Corporations. It is possible to check the availability of names by searching the Department of State’s business name database. You cannot use a name until you create your LLC.
2. Appoint a Registered Agent
Every LLC created in Florida must have a Registered Agent. This is an individual or business entity that accepts legal documents on behalf of the LLC if it is sued. A Registered Agent can be an individual resident or a business entity authorized to conduct business in Florida. The Registered Agent must be a resident of Florida.
3. Filing Articles of Organization
A Florida LLC is created by filing Articles of Organization with the Florida Division of Corporations.
The articles must include the following:
-the street and mailing address of the LLC’s principal office
-the name, address and signature of the LLC’s registered agent
-the names and addresses of the LLC’s officers
-the effective date of the LLC (if other than the filing date), and
- the signature of an authorized member or authorized representative.
The filing fee is $125.00 (Fee for 2019). Items may be filed directly online or mailed. It is recommended that you take the $5 (2019 Fee) option to have the By-Laws certificate.
4. Prepare an Operating Agreement
An Operating Agreement for the LLC is not required in Florida, but is highly recommended, especially if there is more than one member. More and more banks require this document to open a commercial bank account. This is an internal document that establishes how your LLC will operate. It defines the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help you preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, the law applicable to LLCs will govern the operation of your LLC.
For assistance in creating an LLC Operating Agreement, contact Pascal Gibert. If an Operating Agreement is created, it is not necessary to file it with the Articles of Organization.
5. Comply with other tax and regulatory requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
-Employer Identification Number (EIN): If your LLC has more than one member, it must obtain its own employer identification number from the IRS, even if it has no employees. If you form an LLC with one member, you must obtain an EIN only if it has employees or if you choose to tax it as a business instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an application online at the IRS website. There is no associated fee.
-Business licenses: Depending on your type of business and its location, your LLC may need to obtain other local and national business licenses. We can help you determine whether this is the case.
-Registration with the Department of Revenue: In some cases, such as if you sell goods and collect sales tax or have employees, you will need to register with the Florida Department of Revenue (DOR).
6. File Annual Reports
All Florida limited liability companies must file an annual report each year to maintain “active” status. The first report is due within one year of formation. The report must be filed online between January 1 and April 30. The fee for the annual report is $138.75. On May 1, a late fee of $400 is added to the annual report filing fee. The “Annual Return Reminder Notices reminder notices” are sent to the LLC e-mail address you provided when you submitted this document for filing.
7. Foreign companies doing business in Florida
All limited liability companies organized outside of Florida must register with the Florida Secretary of State to do business in Florida. Foreign limited liability companies must appoint a registered agent for process service physically located in Florida. To register, file a Qualification of Foreign LLC with the Florida Department of State Division.