How to Start an LLC in Florida

An LLC, or Limited Liability Corporation, is a type of business entity that can help protect you and your personal assets and may be beneficial in certain tax situations. If you want to establish a new business in Florida, or you currently own a business and you want to make sure it is recognized as a corporate entity, starting an LLC may be the best option for you. Florida, like all other states, does have its own rules and regulations that need to be met in order to legally form your LLC and keep it running smoothly. We will tell you everything you need to know about starting up your LLC in Florida, which can cost you as little as $125.

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Step 1. Naming Your Florida LLC

As you choose a name for your Florida LLC, you should keep in mind several things to ensure that the name is available for use and legally acceptable.

Legally Required Designation

In accordance with Florida state requirements, the name for your LLC must contain the phrase “limited liability company” or one of the following abbreviations:

• C.
• L.C.
• Co.

Unique Name

When deciding on a name for your LLC, make sure that it is unique and won’t infringe on an existing business, either intentionally or by accident. It is a good idea to choose something that is easily searchable by potential customers and clients, as this will increase your visibility as a business.

The name you choose should not already be in use by another business or LLC operating in Florida, and it is not possible to reserve a name before forming your LLC. You can search the database of available LLC names here.

Make sure to check if a domain name is available for your LLC’s name. You may not want a business website immediately, but purchasing the domain name ahead of time can save you stress in the future.

Restricted Words

There are certain restricted words that you cannot legally include in your LLC’s intended name, as they are likely to cause confusion between your business and a government entity. These words include, but are not limited to, things like:

• IRS
• Treasury
• FBI
• State Department

If you want to use words like “bank”, “attorney”, and “university”, there may be additional required paperwork and the presence of a properly licensed individual in your LLC.

Using an Assumed Name

If you would like to conduct business with your LLC under an assumed name (also known as a DBA “doing business as” name), you can file a separate Application of Registration for a Fictitious Name. This form can be completed online or mailed to the address found on the bottom of the form.

There is a $50 filing fee for this form the registration will stay good for five years.

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Step 2. Choosing an Agent for Service of Process

All LLCs in Florida are required to appoint a registered agent, also known as an Agent for Service of Process.

They will be acting as a point of communication between your LLC and the state of Florida. This agent will be an individual or business entity and will be solely responsible for receiving all legal documents, tax forms, and official government communications.

Keep in mind that your registered agent is expected to be available during regular business hours. You must also make sure that whoever you choose as your registered agent is a resident of Florida or a business entity, like a registered agent service, that is authorized to conduct business in the state. The registered agent must have a Florida street address. Any individual in the LLC, including yourself, can be nominated as a registered agent as long as these requirements are met.

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Step 3. File Your Articles of Organization

In order to officially and legally establish your LLC, you will need to file your Articles of Organization.

Required Information

Below, we will discuss the required information that needs to be on your Articles of Organization. Your LLC will not be able to be formed without it.

• The address of your LLC’s principal office
• Your LLC’s registered agent name, address, and signature
• The names and addresses of all of your LLC’s managers
• Your LLC’s effective date, if different from the date of filing
• The signature of a member of your LLC or an authorized representative

How to File

Your Articles of Organization must be filed with the Florida Division of Corporations before you can legally conduct business under your LLC. There is a $125 fee when filing this form.

Online

You can file your Articles of Organization online by using the Florida Division of Corporations website. Additional information on how to use the online filing system can be found here.

By Mail

If you choose to file your Articles of Organization by mail, you will need to print out the form, complete it, and mail it to the address below. You will also need to include a check made out to the Florida Department of State for the filing fee of $125.

New Filing Section

Division of Corporations

P.O. Box 6327

Tallahassee, FL 32314

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Step 4. Create an Operating Agreement

Even though an operating agreement isn’t required for LLC formation in Florida, it is a good idea to create one anyway.

An operating agreement outlines all of the rights and responsibilities of every LLC member and its managers, establishes how the LLC is managed, and gives clear direction on what to do in the case of dissolving the LLC or a lawsuit.

Operating agreements can help you avoid conflicts caused by miscommunications and can protect your assets better, as they can have provisions for how your LLC treats liability. If you do not have an operating agreement, Florida’s state LLC law will dictate how your LLC should operate in the event of a conflict—and this is something that may not be in your best interests.

You can use an online template to help you get started drafting your operating agreement. Remember that you don’t need to file this form, but you should keep it on hand and treat it like the important business document it is. You may also want to give copies of it to the other members of your LLC.

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Step 5. Get an EIN/Tax ID Number

You can think of a Tax ID number, also known as an EIN (Employer Identification Number), as a social security number that helps identify your LLC on tax documents or other government fillings.

Does a Florida LLC Need an EIN?

An EIN is required by the IRS for LLCs that have more than one member, even if there are no employees present in the LLC.

If you are a multi-member LLC, you will need an EIN to hire employees, open a business bank account, and file or manage their federal and state taxes.

Single-member LLCs will only need an EIN if they choose to hire employees or in the case you want to tax your LLC as a corporation instead of a sole proprietorship.

Filing for an EIN

It is free to receive an EIN through the IRS and the EIN can be requested either online or through the mail. If you do not have a social security number, you will need to file through the mail.

Online

Filling out the application online is the quickest way to request an EIN, and you will receive your number as soon as the application is completed. The EIN application form can be found through the IRS website here.

By Mail

If you want to request your EIN by mail, you can fill out this form and mail it to the address below. If you don’t have a social security number, you will need to leave section 7b blank and then call the IRS at (267) 941-1099 to follow up on your application after you mail it off. This step is especially important for international EIN applicants.

Internal Revenue Service

Attn: EIN Operation

Cincinnati, OH 45999

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Step 6. Keeping Your LLC Running

After you have filed your Articles of Organization and received your EIN from the IRS, you are free to start doing business under your LLC in Florida. However, there are a few things that you will need to keep up with to keep your business running smoothly and legally.

Open a Business Bank Account

All LLCs established in Florida are required to also have a business bank account in the state. This is to help separate your personal finances from the LLC’s finances and assets and to establish the LLC as an official business, which can be extremely helpful in the case of lawsuits or other issues surrounding your LLC. When your finances are separate, only the LLC and its assets will be at risk.

When opening up a business bank account, you will most likely need to have your LLC’s EIN, operating agreement, and Articles of Organization on hand. Depending on the bank, you may need to have more documents, so make sure to check with your desired bank ahead of time to ensure you have everything you need.

Additionally, certain banks have required minimum and fees for specific services. You should make sure to understand the terms of your bank account and compare options before settling on a bank, as you want to ensure that the account will be the best for both you and your LLC’s needs.

Pay Annual Registration Fees

In Florida, you will need to turn in an annual report and registration fee if you want to keep your LLC established legally. Your first report will be due the year after you established your LLC and must be filed online through the Florida Division of Corporations website.

There is a filing fee of $138.75 for your annual report, and it must be filed between January and May 1st in order to avoid a $400 late filing fee.

The report must include the document number you were assigned after filing your Articles of Organization, your EIN, and your LLC’s principal office address, among other things. Full instructions can be found here.

If you do not file the annual report, you risk your LLC being dissolved and becoming prohibited from conducting business.

Keep up With Federal and State Taxes

Once you have your LLC established, you will need to keep track of both federal and state tax requirements if you want to keep your LLC running as legally as possible. We will discuss some of the requirements you may need to meet below.

Federal Tax Requirements

Most LLCs in Florida will be considered as disregarded entities for tax purposes. This means that you will not be required to file a separate corporate tax return.

If you elect otherwise, the tax structure for your LLC can be a sole proprietorship, a partnership, an S Corporation, or a C Corporation. If you want to read more about the differences in LLC tax structures, check out this article.

If you decide to tax your LLC as a sole proprietorship or a partnership, you will need to file an individual tax return and will need to pay self-employment taxes to the IRS.

You may also be required to make estimated payments throughout the year to avoid being penalized by the IRS, but this depends on your gross income level. Generally, expected taxes owed of more than $1,000 by the end of the tax year will require you to pay quarterly estimated taxes.

Alternatively, you may elect to have your LLC taxed as a corporation instead of a sole proprietorship or partnership. In order to make this election, you will need to fill out IRS Form 2553. Once you are considered a corporation, your LLC will be no longer be considered a disregarded entity and will be required to file a separate corporate tax return.

Florida State Business Taxes

Florida doesn’t have a required state business tax as long as your LLC is taxed as a sole proprietorship, a partnership, or an S Corporation.

If you are electing to have your LLC taxed as a C Corporation, you will be required to pay the Florida state corporate tax of 5.5%, or the 3.3% alternative minimum corporate tax rate, whichever is higher.

Florida Sales Tax

If your LLC will be involved in selling goods or services and will be collecting sales tax, you will be required to register and pay this tax through the Florida Department of Revenue. You can handle all aspects of registration, filing, and paying the necessary taxes through the online portal on the website.

State Employer Taxes

If your LLC will have employees, you will need to register for and pay unemployment insurance (UI) taxes through the Florida Department of Revenue (these taxes may also be called reemployment insurance in Florida).

Unlike in many other states, you will not be required to pay employer withholding taxes on a state level, but you may be required to pay withholding taxes in addition to unemployment insurance on a federal level.

You will need your LLC’s EIN to register with the Department of Revenue and will need to turn in tax reports and reemployment insurance payments on a quarterly basis. More information on that can be found here.

Acquire Necessary Permits and Licenses

While Florida doesn’t require a general business license state-wide, there are certain businesses that do require additional licensing or permits from the state. Most of these professions are regulated by the Florida Department of Business and Professional Regulation, and architecture licensing is regulated by the Florida Board of Architecture and Interior Design.

You can do research using either of these websites to see what professions and businesses require additional licensing and to apply for the licenses once you have the necessary information or qualifications.

There may also be additional federal permits and licensure requirements for your LLC, though these are typically only required if you are in a certain type of business, such as health care or dealing with food. You can check out the Small Business Administration’s website for more information on whether or not you will need a federal permit or license for your LLC’s business.

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Florida LLC Resources

The resources below can be helpful at every step of the way in setting up your Florida LLC.

• • • Florida business name search
    • Available domain name search
    • Assumed or DBA name application
    • Articles of Organization online file
    • Articles of Organization printable form
    • IRS EIN free online application
    • Annual report online filing
    • Florida Division of Corporations
    • Florida Department of Revenue
    • Florida Department of Business and Professional Regulation
    • Florida Department of Architecture and Interior Design
    • Federal Small Business Administration website

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Florida LLC FAQs

These frequently asked questions about Florida LLCs can help you understand even more about setting up and running your LLC legally and effectively.