To start a LLC in Florida you’ll need to complete various administrative tasks to meet state and Federal compliance. While this is an exciting moment, we recommend that you carefully complete each step to ensure you don’t miss any crucial areas.
Disclaimer: This blog is for introductory purposes only. Please contact our Florida business attorneys to ensure you check every compliance box relevant to your business and its industry.
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What is a LLC?
- A Limited Liability Company (LLC) is a business structure used in the U.S. that provides ‘limited liability’ protection for its owners.
- A LLC exists separately from its owners, protecting them from being held at fault for any debts or liabilities the business may incur.
- LLCs also allow for ‘pass-through taxation’. This is where the tax is reported on the owner’s personal income form (unless the LLC has more than one owner). LLCs do not pay taxes on their profits directly.
- LLCs are hybrid entities and are a combination of the traits of corporations and sole proprietorships or partnerships.
Read Related: How to Use an LLC for Asset Protection in Florida
How to Start a LLC in Florida
Starting a LLC in Florida is a great step to take to expand your business. The process is considered easier than when forming a corporation but still requires various administrative tasks.
Step 1: Choose Your LLC Name
Every LLC name must be unique. It cannot be the same as an already registered business at the Florida Division of Corporations. You can’t reserve a name in advance of starting a LLC, so it’s best to not set your heart on anything until you’re certain it’s not been taken. We also advise that you do a trademark search.
Florida law requires that every LLC includes one of the following:
- Limited Company
- Limited Liability Company
- L.C., or
‘Ltd.’ and ‘Co.’ can be used as abbreviations.
Using a Trading Name
Pro tip: Your LLC’s official legal name doesn’t have to be the same as the name you use when out in the world and marketing.
For example, you can use another name (known as a ‘trade name’ or ‘DBA‘ or ‘assumed name’). This will also need to be registered with the Florida Division of Corporations but may give you some freedom over name choice. Registration is valid for 5 years and costs $50 to file.
For example, the LLC’s official name may be ‘Joe’s Donut Store LLC’, but the branding and ‘trade name’ is ‘Donut Joe’.
Step 2: Getting a Registered Agent
A registered agent is a person or entity selected by a LLC to receive administrative notices, government correspondence and documents for the company (such as tax notices and annual reports). If you receive a summons or lawsuit against your LLC, it is the registered agent who will receive it first.
The LLC owner can register themselves as the agent, but it’s often advised against. For example, if the owner is unavailable when time-sensitive documents are sent, then they may miss important deadlines.
The registered agent must also have a physical address in Florida (which cannot be a PO Box) and be at least 18 years old.
You can hire an attorney to be your registered agent in Florida for a modest fee, so they take care of crucial paperwork that may be overwhelming for you as you run the business every day.
Step 3: Draft a LLC Operating Agreement
While many states require LLC operating agreements, Florida does not. However, it is advised.
Operating agreements are internal documents that detail the agreement between the members of the LLC and the LLC itself. Details include how the LLC will be operated, what will happen if you can no longer run the business, exit plans and any default LLC statute provisions that you don’t want the LLC to be dictated by.
Having a LLC can also preserve your limited liability, as it’s evidence that your business is a truly separate entity.
Note: Operating agreements are not required to be registered with the state.
Read Related: Do I Need a Lawyer to Start a Business?
Step 4: File Articles of Organization
To officially begin starting a LLC in Florida, you’ll need to file ‘Articles of Organization’ with the Florida Division of Corporations. This will cost $125 and can be done by mail or online. Once you’ve done this, then congrats! You’ve officially formed your LLC – though your administrative tasks aren’t finished yet!
These documents include:
- The street of the LLC’s principal office
- The mail address of the LLC’s principal office
- The name, address and signature of the registered agent
- All names and addresses of the LLC managers
- The date the LLC begins operating (if different from filing date)
- Signature of a member of the LLC or authorized representative.
Step 5: Get an EIN
Any LLC that has multiple members must have an IRS Employer Identification Number (EIN). This is true even if your LLC has no employees.
A one-member LLC only requires an EIN if you hire employees or decide to have the LLC taxed as a corporation instead of a sole proprietorship.
Applying for an EIN is relatively simple, via the IRS’s online application form for free.
Step 6: File Annual Reports
Your LLC must file Annual Reports to keep an ‘active’ status.
The first Annual Report must be filed one year after the LLC’s formation. You can do this online, between January 1 and May 1 every year. It costs $138.75. Late fees are $400.
Step 7: Permits and Licenses
When you start a LLC in Florida, you may also need to obtain industry-specific permits and licenses before you can legally start operating.
For example, if you want to hire employees you may need a payroll tax registration. Or if you’re working in the food or construction industry, you’ll need the relevant licenses and permits to start making sales.
Step 8: Registering to Do Business Outside Florida
If you’re looking to do business outside of Florida, you’ll need to register in each ‘foreign’ state. To do so, you’ll need to file an application for authority with the Secretary of State and possibly obtain a ‘Certificate of Good Standing’.
As previously mentioned, you’ll also need a registered agent in that State.
Each state has different legal requirements, so it’s advised that you speak to a business formation attorney.
Frequently Asked Questions About Forming a LLC in Florida
Do I Need a Business Attorney to Start a LLC in Florida?
You are not required by law to use an attorney to start a LLC in Florida, but it is advised.
The last thing you want is to get your dream business off on the wrong foot with costly mistakes.
An attorney can handle the process for you, ensuring you meet all the state and federal compliance requirements. They will also help you draft solid contracts to avoid lawsuits and liability issues in the future.
We welcome you to contact our Florida business attorneys today to register your business and LLC and get your business off to a flying start.
Should I Start a LLC in Florida?
Starting a LLC in Florida is worth considering for anyone who has been operating a business as a sole proprietor. The LLC structure will protect you as an individual from liabilities such as business debts and lawsuits. You will also gain greater flexibility regarding management, taxes and ownership.
If you are unsure, consider contacting our Florida business formation lawyers for more advice.
What Costs Are There to Start a LLC in Florida?
Starting a LLC in Florida is not free. There are various filing fees and application costs including:
- $125 to file the Articles of Organization to The Florida Division of Corporations.
- $50 to register a Trading Name with the Florida Division of Corporations.
Do I Need a Business License for My LLC in Florida?
Many industries in Florida require business licenses and permits to begin operating. You can discover what you need and how you get it here.
What Business Taxes Will I Need to Pay?
Many LLCs in Florida are required to pay sales taxes. You will need to register with the Florida Department of Revenue (DOR), either online or via paper.
How Can My Foreign State LLC Operate in Florida?
Any LLC set-up outside of Florida must register in Florida to do business, with the Florida Division of Corporations.
If you want to operate in Florida, you must appoint a registered agent physically located in Florida to receive notices and compliance documents.
Your application should also be filed with a Certificate of Existence from your foreign state, which is dated under 90 days from the filing of the certificate. This costs $125.
The filing fee is $125.
Our Florida business attorneys can act as your Florida registered agent for a modest fee.
Hire a Business Formation Attorney in Riverview and St. Petersburg, FL
If you want to start a LLC in Florida or need a registered agent, then our Florida business formation attorneys can help.
We regularly help individuals and partnerships form LLCs that comply with state and Federal regulations while forming agreements that protect everyone going forward. From drafting operating agreements to filing applications, we’ll help you start your business on the foot.
Battaglia, Ross, Dicus & McQuaid, P.A. is U.S. News and World Reports Tier 1 law firm in Florida, specializing in Estate Planning & Probate since 1958. With award-winning experienced estate planning attorneys, they can help you create a will or trust.