Guide to Starting a Florida LLC

Step 1: Name your Florida Limited Liability Company

The first step is to name your LLC. Naming your LLC is one of the most important parts of starting your company. You’ll need to find a name that isn’t taken by any other Florida business and follows Florida’s rules for naming LLCs, including having a “designator” like “LLC” at the end of the name.

Using Your Name to Market Your Business

Your business name is the first thing potential customers see. What impression do you want to make? This is your dream company, so its name should represent your company now and in the future.

Ideally, your business name will represent your company as it grows. But you can always change it or create a “fictitious” name if your business changes in the future. We’ll get to that later. First, come up with a list of names that you like and represent your company.

Don’t forget to have fun with naming your LLC. This is your company. You can name it just about anything you want. With that said, keep in mind there are LLC naming rules to follow in Florida. You likely won’t be surprised by any of the restrictions, but review them just in case:

Limited Liability Company Legal Naming Information 

• Unique Name: Your business name has to be unique in the state of Florida. Make sure your Florida business name isn’t taken. To check online to see if a name is available, see our Florida LLC Search page.
• LLC Name Requirements:
  • Limited Liability Company: When you start a Florida LLC, your company name has to include the term “Limited Liability Company” or one of its abbreviations (LLC or L.L.C.).
  • Distinguishable Name: Your name has to be distinguishable from other business names in Florida. These items are NOT considered distinguishable in the state of Florida:
    • Articles like the, a, and an
    • Corp, Inc, LLC, Limited
    • And, &
    • Punctuation
  • Not Connected to the Government: Your LLC Florida name can’t contain language that implies your company is connected with the state or federal government.
  • Stated Purpose: Your name can’t imply or openly state that it’s organized for a purpose that it’s not authorized to. Using “bank” in your name is an example of this.
• Reserving a Business Name: Do you have your perfect name but aren’t ready to register? The state of Florida allows you to reserve a business name for up to 120 days.

Additional Naming Information

• Getting a Domain Name: We assume you’ll want to have a website for your business. An online presence is essential for most Florida limited liability companies. Keep your website’s domain name (URL) in mind when you come up with a name. For example, if your first name choice is already an existing website, you may lean toward your second choice. It’s up to you! Our Domain Name Registration Service can help.
• Trademarking Your LLC’s Name: You also need to check trademarks at the federal and state levels. For federal trademarks, check the U.S. Patent and Trademark Office’s website to see if someone’s already trademarked your business name. For Florida trademarks, you can search the Florida Secretary of State website page for trademarks.
• Filing for a Fictitious Name: Known in other states as a “doing business as” name, fictitious names are other names your business may use. There are rules for creating a fictitious name in Florida. For example, registration is required based on the Fictitious Name Act, and it must be different from your personal name and your LLC’s name. We offer a DBA Name Service to handle this for you in Florida.

Step 2: Appoint a registered agent in Florida

Appoint a registered agent. Every LLC is required to designate a registered agent. In essence, a registered agent can be an individual or a business entrusted with the responsibility of receiving legal notices and official correspondence on behalf of your business.

What are registered agents?

If you’re not familiar with registered agents, here’s a quick breakdown of what they are:

• A Florida registered agent is a person or business designated to receive legal notices as well as official paperwork from the state of Florida.
• They’re required to be at the address provided during work hours to receive (and then pass on) important documents to you as the business owner. For example, if your company is sued for any reason, the registered agent is served the papers.
• Registered agents are not lawyers and don’t provide any legal advice or feedback on the information they receive.

Who can serve as your registered agent? 

Since every Florida LLC is required to have a registered agent, you can’t skip this step. Legally, you can serve as your own registered agent, appoint another person, or use a registered agent service.

Although you’re allowed to be your registered agent, there are some compelling reasons to use a registered agent service instead:

• It takes one responsibility off your shoulders, so you can focus on building your dream business.
• You don’t want to be served with a lawsuit in front of customers.
• Being your own agent makes it difficult to go meet clients, take a vacation, or have a sick day, since the registered agent needs to be at the address provided during all normal business hours.

Either way, all registered agents in Florida need to be over the age of 18 and have a street address in the state.

What happens if Florida can’t find my registered agent?

The state of Florida has to be able to find your registered agent. If you’re acting as your own registered agent in Florida, that means you have to be available or you could incur fines.

This can happen pretty easily if you or your appointee isn’t in the office (for example, out of town, on vacation, sick, etc.) when they try to reach the agent. It can also happen if the agent moves or quits and you forget to update your paperwork with the state.

If your business fails to have or continuously maintain a registered agent, you’ll have to pay $500 for each year you don’t comply.

You can run into other issues as well, such as failing to be compliant and missing other information. For example, a process server may not be able to find you to notify you of a lawsuit. In that scenario, a court case against you could actually go forward without your knowledge.

Step 3: File Articles of Organization

File your Articles of Organization with the state of Florida. Filing your Articles of Organization makes your LLC in Florida an official business in the eyes of the state.

Filing Your Articles of Organization 

To file your Articles of Organization, submit the information online with the Florida Department of State, Division of Corporations, through their Sunbiz website. But if you’re not a Sunbizinite and need some human help, we can handle the filing for you.

When you file your information online, you’ll pay the fee with your credit card and complete everything online. An email confirmation will be sent to the email you provide.

What to Include in Your Florida LLC Articles of Organization

Submitting your Articles of Organization is one of the most important steps in forming your LLC. Be sure to have the following information when submitting your information:

• Your LLC name: This is where the naming considerations discussed above come into play. Providing a name that doesn’t follow Florida rules is one of the most common ways to be denied when submitting your Articles of Organization.
• Principal business address: What’s the primary Florida street address where you’ll be doing business? Enter your address here.
• Registered agent name and address: The person or service you’ve chosen to be your registered agent will also need to electronically sign the document, in addition to providing their name and address.
• LLC purpose: This will be the reason you’re creating your LLC in Florida. Examples include to practice law, accounting services, marketing consulting, etc.
• Authorized managers or representatives: Here you’ll provide the person’s name who is authorized to execute and file records with the Florida Division of Corporations.
• Certify that you have at least one manager and one member: To file your Articles of Organization in Florida, you need to certify that you have at least one manager and one member. If you’re the sole member of your company, check with your trusted counsel or other professionals to confirm whether you can or should fulfill all these roles.
• Effective date: Your effective date will be the date the Division of Corporations receives and files your Articles unless you specify an alternative date when you file. The effective date can be up to 5 days before the date of filing and up to 90 days after you file.
• Signature: It’s required that you or someone acting as the authorized representative sign the document. This person can also be called the LLC Organizer.

Changes to Your Business

What if things change over time? Don’t worry. You don’t need to file your Articles of Organization again. To make most other changes to your Articles of Organization, you need to file Florida Articles of Amendment along with a fee.

If you do need to file an amendment, we have an Amendment Filing service that can handle it for you as well as our Worry-Free Compliance service, which includes two amendment filings every year.

How long will it take for my Articles of Organization to be processed?

Orders will be processed in the order in which they’re received. While processing times vary, the Florida Secretary of State typically handles submissions within 2 weeks. You can check updated processing times on their website.

Step 4: Create an operating agreement

Next, you’ll want to create an operating agreement for your LLC. After your LLC is established in Florida, it’s advisable to create an operating agreement. While not mandatory, this document is highly recommended as it serves to set the operational foundation for your organization. An operating agreement defines the purpose of your LLC and outlines the responsibilities and roles of each member. Beyond the legal requirements, crafting an operating agreement showcases your commitment to establishing a distinct business entity with its own separate assets, reinforcing the delineation between your personal finances and the affairs of your LLC.

The benefits of having an operating agreement include:

• Personal asset protection: By clarifying which assets are part of the business and personal, you add another layer of protection between legal issues associated with your business and yourself.
• Clear definition of rules: Without an agreement, state default rules will decide disagreements, which may not be in your best interest.
• Ownership and capital clarification: An agreement can spell out what percentage of ownership each LLC member has in addition to their capital contributions. This makes it easier for the LLC owners.
• Funding your business: Some banks and lenders like to see the agreement before granting credit or loans, so they know you’ve taken steps to secure your business interests legally.

A well-drafted LLC operating agreement may include the following:

• Details of your LLC: This includes your business name, DBAs, trademarks, members, the registered agent, and so on.
• Management structure and voting: It should be clear who is in charge and how decisions are made in the event of a disagreement. For example, will a vote be held? And do some votes count more than others based on ownership percentages?
• Capital contributions: A record of the funds each member contributes can be useful down the road when it comes time to distribute profits. Often, you want to make sure people are compensated according to their investment.
• Distributions of profits: You should clearly explain what happens to profits, such as whether they are evenly distributed or allocated based on capital contributions or ownership percentages.
• Ownership percentages: This is a clear statement of what percentage of the company each member owns.
• Responsibilities of each member: You should clearly spell out who is responsible for the day-to-day business operations.
• How changes in membership are handled: If someone wants to leave, are they paid a certain percentage of the business value? How will the members decide if and when to add someone new? If a member dies, does their ownership transfer to their next of kin?
• Dissolution: In the event that the business dissolves, how will assets and debts be split up? What will the process be?

Do all LLC members sign the agreement?

If you’re creating an LLC with other members (owners), each involved party will need to sign the document, formalizing their agreement to the terms. It may also be a good idea to have your LLC agreement notarized.

Operating Agreement Template

Since Florida doesn’t require an LLC operating agreement, there’s no form to fill out and file with the Florida State Division of Corporations. If you’re unsure as to where to start, you may want to consider using one of our  Florida customizable operating agreement templates.

Step 5: Apply for an EIN

Register your LLC with the federal government by getting an Employer Identification Number (EIN). EINs are also known as Federal Tax Identification Numbers or Federal Employer Identification Numbers.

An EIN is not specific to Florida, it’s a nine-digit number assigned by the Internal Revenue Service (IRS) and acts like a Social Security number for your LLC.

Why should I apply for an EIN? 

The IRS requires your LLC to have an EIN if it has more than one member or has employees. Most banks also require an EIN for opening a business bank account.

You can obtain your EIN through the IRS website, but we can handle it for you with our EIN service.

Step 6: File a beneficial ownership information report

The Corporate Transparency Act introduced a new requirement for LLCs (and many other small businesses): filing a beneficial ownership information report, or BOI. The Act introduced this report to help promote financial transparency, making it more difficult for companies to use shell companies to hide illicit activities. That’s because the report discloses information about each beneficial owner of a business.

A beneficial owner is anyone who exerts substantial control over the business, holds 25% or more of the ownership interest, or gets significant economic benefits from the business’s assets. When you file a BOI report with the Financial Crimes Enforcement Network (FinCEN), you’ll be required to list the full name, address, and identifying documents for each beneficial owner. 

Florida doesn’t have a state version of this form, so you’ll only need to file with FinCEN. You can submit the form online or by uploading a PDF. Either way, there’s no filing fee. 

LLCs that form during 2024 will have up to 90 days after Florida approves their Articles of Organization to file the BOI. LLCs formed prior to January 1, 2024, will need to file by January 1, 2025. LLCs that form on or after January 1, 2025, will have just 30 days to submit the BOI. For more info, please consult FinCEN’s website.
If you need help, our BOI filing service can make this step easy for you.

Open a business bank account

Creating a dedicated business bank account for your business stands as a pivotal step in ensuring effective financial management. Once you have your EIN from the IRS, you gain the eligibility to establish this account, distinctly segregating your company’s finances from your personal ones. This financial separation serves multiple crucial purposes. First, it simplifies your financial record-keeping and accounting processes by establishing a clear line between your LLC’s income and expenses and your personal financial matters. This segregation reduces the risk of commingling funds, a practice that can lead to legal and tax complications down the road.

Moreover, having a separate account ensures the accuracy of your financial reporting, a vital component of tax compliance. When tax season arrives, you can easily track income, expenses, and deductions specific to your business, maximizing tax benefits while minimizing the potential for errors or omissions on your tax returns.

Additionally, maintaining a dedicated business bank account enhances the limited liability protection of an LLC. It solidifies the legal distinction between you as an individual and your LLC as a separate legal entity. In the event of legal disputes or financial challenges faced by your LLC, this separation helps shield your personal assets from being entangled in business-related liabilities. In essence, opening a business bank account for your Florida LLC is more than just a prudent practice — it’s a fundamental necessity for sound financial management, legal protection, and the overall prosperity of your business venture. It offers the structure and clarity needed to manage your finances effectively, ensuring that your LLC operates smoothly while safeguarding your personal assets and improving your tax efficiency.

Banking Payments and Invoicing

We offer a discounted bank account for your new business. This allows for online banking, unlimited transactions, a debit card, and more. And, when and if you want to authorize others in your business to use the account, we also offer a banking resolution template to simplify the process.

Register for Taxes in Florida

You need to register with the Florida Department of Revenue before you start conducting business in the state.

To get started, access the Florida Business Tax Application online (form DR-1). It asks a variety of questions that will assist you in identifying your tax responsibilities.

Florida Annual Reports

In Florida, it’s a legal requirement for every LLC to submit an annual report to the state. Unlike financial reports, this filing doesn’t involve complex financial details; instead, it serves as a means to review and update essential information about your company. The cost for filing your LLC’s annual report with the state is $138.75. It’s crucial to complete this process to ensure your business stays compliant with state regulations, sidestep any potential late filing penalties, and maintain your legal standing, allowing your business to continue operating smoothly within the state.

What to Do After Your Florida LLC Registration

So you’ve established your limited liability company. Congratulations! But forming the LLC is just the beginning. The Sunshine State offers a multitude of opportunities, and to make the most of them, here are the actionable steps to take next:

1. Secure the necessary licenses and permits

When starting a limited liability company in Florida, obtaining the necessary licenses and permits is a crucial step to ensure your business operates legally and smoothly. The specific licenses and permits required can vary widely based on the nature of your business and its location. To help you navigate this process effectively, it’s essential to research and comply with the regulations set forth by the Florida Department of Business and Professional Regulation and other relevant state and local authorities.

Here are some examples of licenses and permits that might be required for different types of businesses operating as an LLC in Florida:

• Professional Licenses: If your business provides professional services such as legal, medical, accounting, engineering, or real estate services, you may need to obtain professional licenses or certifications specific to your industry. These licenses typically involve passing exams or meeting specific educational and experience requirements.
• Business Operation License: Most businesses in Florida need a general business operation license, often referred to as a “business tax receipt” or “local business tax receipt.” This license is usually issued by the county or city where your business is located and is necessary for operating legally within that jurisdiction.
• Sales Tax Permit: If your business sells physical products or certain services, you’ll likely need a Sales and Use Tax Permit from the Florida Department of Revenue. This permit allows you to collect and remit sales tax on taxable items.
• Home Occupation Permit: If you plan to run your business from a residential location, some municipalities require a home occupation permit to ensure your business activities comply with local zoning regulations.
• Food Service and Health Permits: Restaurants, food trucks, or any businesses involved in food preparation and service must obtain food service permits from the Florida Department of Business and Professional Regulation. Health permits and inspections are essential to ensure food safety standards are met.
• Liquor License: If your business intends to sell alcoholic beverages, such as in a bar or restaurant, you’ll need a liquor license. Florida has various types of liquor licenses based on the type of alcohol you plan to serve and the location of your business.
• Construction and Building Permits: Construction-related businesses, such as contractors and builders, need to obtain permits for construction, renovation, or remodeling projects. These permits ensure that your work complies with local building codes and regulations.
• Environmental Permits: Certain industries, such as manufacturing or waste disposal, may require environmental permits to ensure compliance with state and federal environmental regulations. These permits address concerns related to air quality, water pollution, hazardous waste disposal, and more.
• Specialty Permits: Depending on your business niche, you may need additional specialized permits. For example, a childcare facility would need a childcare license, while a daycare center may require a different set of permits.
• Seller’s Permit: If your business sells tangible goods, a Seller’s Permit, also known as a Florida Sales Tax Permit, is essential for collecting and remitting sales tax on those items.

To identify the specific licenses and permits your Florida business needs, it’s advisable to consult with your local municipality and the Florida Department of Business and Professional Regulation. Additionally, consider seeking legal counsel or professional advice tailored to your industry to ensure full compliance with all applicable regulations. Keep in mind that requirements may change over time, so staying up to date on licensing and permitting requirements is crucial for your LLC’s ongoing operations.

2. Register for FL state sales tax

If you’re selling goods or certain services, you’ll need to collect sales tax. Register with the Florida Department of Revenue to get your Sales Tax Certificate. Remember, places like Miami are shopping hotspots, so be sure you’re compliant!

3. Invest in business insurance

Insurance is a vital asset for any business, providing essential protection for both business and personal assets. While an LLC shields personal assets from most business liabilities, insurance offers an additional layer of security against unforeseen events. Common types of insurance for an LLC include general liability insurance, professional liability insurance, workers’ compensation insurance, commercial property insurance, commercial auto insurance, cyber liability insurance, product liability insurance, umbrella insurance, business interruption insurance, and key person insurance. Each of these policies serves to mitigate various risks, ensuring that your LLC can navigate challenges, safeguard against financial setbacks, and continue operations even in adverse circumstances. Tailoring insurance coverage to your business’s unique needs and consulting with insurance professionals is essential to ensure comprehensive protection.

4. Trademark your brand

Got a unique business name or logo? Make sure no one else in Florida can use it by registering a trademark with the Florida Department of State. This could help if you’re trying to build a brand in competitive areas like Orlando’s tech scene.

5. Start marketing

Think local! Sponsor a community event in St. Petersburg, run ads in local Florida magazines, or collaborate with other Florida-based businesses for promotions. Understand your target demographic, whether it’s tourists flocking to Disney World or locals in Tallahassee.

6. Stay compliant

Florida requires LLCs to file an annual report. It’s a simple process but essential to keep your LLC in good standing. Make a note of the deadline to avoid any late fees.

Navigating post-formation steps can feel overwhelming, but with the right guidance and a bit of Sunshine State spirit, you can set your company up for success. Each step helps ensure you’re not just operating legally but also tapping into the state’s vast potential. 

Benefits of LLCs in Florida

Understanding the Protective Benefits of an LLC: Forming an LLC in Florida not only provides a formal business structure but also significant protections for your personal assets. By legally separating your personal assets from those of your business, an LLC structure ensures that in the case of business liabilities or lawsuits, your personal property remains protected. This clear separation helps provide peace of mind for business owners, safeguarding their personal finances against business-related risks.

1. Asset Protection 

Just as Florida’s mangroves shield its coasts from storms, an LLC in Florida protects your personal assets. If your LLC faces debts or legal issues, your personal belongings, like your home or car, aren’t at risk.

2. Tax Advantages 

The Sunshine State shines bright when it comes to taxes. Florida LLCs aren’t subjected to a state income tax, meaning more money in your pocket. Plus, the pass-through taxation means profits and losses go directly to members without being taxed at the corporate level first.

3. Operational Flexibility

Florida is known for its relaxed vibes, and its approach to LLCs is no different. There’s no stringent hierarchy or corporate formalities. You can run your LLC in a way that suits your business style and needs.

4. Credibility 

Operating as an LLC in bustling hubs like Miami or Tampa can give your business an added layer of professionalism. Clients and partners often find LLCs more trustworthy and reliable.

5. Easier Access to Business Permits

The state of Florida, with its business-friendly environment, often streamlines the process of acquiring necessary permits and licenses. This makes setting up shop in places like Orlando or Jacksonville a breeze.

6. Diverse Business Landscape 

From the tourist hotspots of Orlando to the tech startups in Gainesville, Florida offers a wide array of industries and markets to tap into. An LLC is your ticket to this versatile business arena.

Embracing the benefits of an LLC in Florida can be your key to unlocking the vast opportunities that this state offers. Whether you’re into hospitality, technology, or agriculture, Florida’s business environment is as welcoming as its sunny shores.

For a more in-depth look at why an LLC might be a better option for you, see our breakdown of what an LLC is and how it compares to a Florida corporation.

In addition to the benefits of an LLC, there are many benefits to choosing Florida as the home for your business, including:

• Florida was rated fifth in the nation for the best states to start a business in 2019. Check our list of top businesses to start in Florida to kickstart the process.
• It has a rebounding economy that is projected to continue to improve.
• Florida has one of the highest rates of net migration, meaning people (customers!) are moving there.
• Florida has excellent infrastructure, including one of the most extensive multimodal transportation systems (airports, shipping ports, highways, railways, etc.).
• Florida has a large pool of talented and diverse workers — including the third-largest workforce in the nation.
• Florida’s local weather, recreational opportunities, and culture contribute to a great quality of life

Types of LLCs in Florida

Sun-kissed beaches, vibrant cities, and an ever-growing business landscape define the Sunshine State. If you’re thinking of riding the entrepreneurial wave in Florida, there are several LLC types tailored to different needs.

Single-Member LLCs 

Florida’s allure attracts many solo dreamers. If you’re one of them, setting up a single-member LLC could be your ticket. Imagine running a beachfront café or a solo IT consultancy in Tampa. With this structure, you take charge as the sole owner, while also enjoying the liability shield that LLCs offer.

Multi-Member LLCs

Starting a beach resort with college buddies? Or perhaps a family-owned restaurant in Little Havana? A multi-member LLC is perfect when two or more people are joining forces. It helps ensure each member’s input is valued while splitting profits, losses, and responsibilities according to the agreed terms.

Professional LLCs

A professional limited liability company (PLLC) is a business entity made for licensed professionals, such as doctors, engineers, etc. Its primary purpose is to provide liability protection, similar to a regular LLC, while also meeting professional licensing requirements. Note that a PLLC does not shield its members from personal malpractice claims. It can, however, protect the members from malpractice claims against the other members.

Understanding Tax Obligations for Your LLC

As you embark on the journey of establishing an LLC in Florida, it’s imperative to grasp the array of tax responsibilities your business will encounter, encompassing both federal and state levels. Florida LLCs have the flexibility to select their preferred tax treatment, a choice that can significantly affect financial outcomes. Here’s an insightful overview of the key tax considerations:

Federal Taxes:

Pass-Through Taxation: By default, a Florida LLC operates as a pass-through entity for federal tax purposes. In essence, the LLC itself doesn’t incur federal income taxes. Instead, profits and losses are distributed proportionally to individual members, who then report these figures on their personal tax returns. This approach streamlines the tax process and prevents the “double taxation” that a typical corporation pays, in which profits are taxed twice, at the business level and again on the individual owner level.

Self-Employment Taxes: Members of your LLC are generally subject to self-employment taxes, covering Social Security and Medicare contributions, on their share of business income.

State Taxes:

Florida Income Tax: Florida doesn’t impose a state income tax on individuals. This represents a considerable advantage for LLCs operating in the state.

Sales and Use Tax: Depending on your business activities, your Florida LLC may need to collect and remit sales and use taxes on taxable goods and services sold within the state. The rates and regulations can vary, so it’s crucial to comprehend the specific requirements applicable to your industry.

Reemployment (Unemployment) Tax: If your LLC has employees, you’ll be responsible for paying reemployment taxes, which fund the state’s unemployment compensation system. The tax rate and wage base can fluctuate from year to year.

Communication Services Tax: If your LLC provides communication services, such as telecommunication or cable services, you may be subject to the Communication Services Tax. This tax covers revenue generated from such services.

Local Taxes: In addition to state taxes, keep in mind that there may be local taxes imposed by your county or municipality. These could encompass local sales taxes, property taxes, or other assessments. Always consult your local taxing authority for precise information on applicable local taxes.

This isn’t a comprehensive list; there may be additional state taxes your LLC will be responsible for.

Tax Election Options for an LLC:

Partnership Taxation (Default): As mentioned earlier, this is the default tax status for an LLC. It allows income and losses to pass through to individual members, avoiding double taxation. It’s the most common choice for LLCs.

S Corporation Taxation: LLCs can elect to be treated as an S corporation for federal tax purposes. This election can be advantageous for LLCs with substantial income, as it may reduce self-employment taxes. However, it comes with specific eligibility requirements and restrictions on ownership.

C Corporation Taxation: While less common, an LLC can choose to be taxed as a C corporation. This option may be suitable for businesses looking to reinvest profits. C corporations also offer the widest range of tax deductions. However, C corporations are subject to double taxation — once at the corporate level and again at the individual level when dividends are distributed to shareholders.

Choosing the right tax structure for your company is a significant decision that can impact your financial responsibilities and benefits. It’s wise to consult with a tax professional or accountant to assess your specific circumstances, evaluate the pros and cons of each tax election, and determine the most tax-efficient approach for your LLC’s success. Understanding your tax obligations and options is essential for maintaining compliance and optimizing your LLC’s financial health.