Form a Florida LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Florida LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Florida Secretary of State where the initial registered office of the company is located. We also conduct a name search for your Florida LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Florida LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Florida Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company" or "limited company," or the abbreviations "L.L.C." or "L.C.," or the designations "LLC" or "LC" as the last words of the name of every limited liability company formed under the provisions of this chapter. The word "limited" may be abbreviated as "Ltd.," and the word "company" may be abbreviated as "Co."
May not contain language stating or implying that the limited liability company is organized for a purpose other than that permitted in this chapter and its articles of organization
May not contain language stating or implying that the limited liability company is connected with a state or federal government agency or a corporation or other entity chartered under the laws of the United States
Must be distinguishable from any other registered Florida Limited Liability Company or any other business entity and any reserved names on record
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Florida Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Florida LLC formation, articles of organization must be filed with the Corporations Division of the Secretary of State. State law requires that certain information be included in the articles of organization of your Florida LLC formation. This information must include:
The company name
The name and address of each organizer
The name and street address of the LLC's registered agent along with a statement that the agent accepts the appointment as well as the duties that accompany that appointment
The mailing and street address of the principal place of business
Any other provisions, not inconsistent with law, that the member elect to be set forth
The articles may set forth whether the manager will be vested in one or more managers.
Filing: Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Secretary of State, and the articles are deemed to be compliance with state requirements. The document must be executed by (1) a member or (2) an authorized representative of a member.
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, a Florida LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Any natural person or entity may form a LLC.
Minimum Number of Organizers: One or more natural persons or business entities.
Eligibility: An organizer may be an individual, business entity, business trust, estate, trust, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC at the formation of the LLC or at the time provided in, and upon compliance with, the operating agreement or articles, if the operating agreement does not so provide, when the person's admission is reflected in the records of the LLC. Except as otherwise provided in the articles of organization or the operating agreement, no person may be admitted as a member unless a majority-in-interest of the members consent in writing to the admission of the additional member.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company. A member may withdraw from a limited liability company only at the time or upon the occurrence of an event specified in the articles of organization or operating agreement and in accordance with the articles of organization or operating agreement.
Except as otherwise provided in the articles of organization or a written operating agreement, a member may not withdraw from the limited liability company prior to dissolution and winding up of the LLC.
Contribution: The contributions of a member to the limited liability company may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Registered Agent In Florida
LegalZoom can also provide your business with a Registered Agent in Florida. Each Florida LLC must have a registered agent in Florida, who is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The Florida registered agent may be: (1) an individual who resides in this state whose business office is identical with such registered office or (2) a foreign or domestic entity authorized to transact business in this state, having a business office identical with such registered office.
Registered Office: The registered office may be a place of its business located in Florida
Florida Secretary of State
Once a Florida LLC has been created, the Florida Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Florida Secretary of State office.
Annual Report: Each limited liability company shall file the following annual report with the Florida Secretary of State that lists:
The LLC name and the jurisdiction under whose law it is organized
The date of organization, or if a foreign LLC, the date on which it was admitted to do business in the state
The street address and county of its registered office
The name of its registered agent at that office in this state
The street and mailing address of its principal place of business
The LLC's federal employer identification number or, if none, whether one has been applied for
The names and business, residence, or mailing address of its managing members or managers
Any additional information that is necessary for the Secretary of State
Records: Each limited liability company shall keep following records open to inspection at its office:
A current list of the full names and last known business, residence, or mailing addresses of all members, managers, and managing members
A copy of the articles of organization, all certificates of conversion, and any other documents filed with the Department of State concerning the limited liability company, together with executed copies of any powers of attorney pursuant to which any articles of organization or certificates were executed.
Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the 3 most recent years.
Copies of any then-effective operating agreement and any financial statements of the LLC for the 3 most recent years
Unless contained in the articles of organization or the operating agreement, a writing setting out:
o The amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute
o The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made
o Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
Upon the happening of an event specified in the articles or operating agreement
At a time specified in the articles or operating agreement
Upon the written consent of all of the members
At the time a member dissociates unless, within 90 days, or as provided in the operating agreement, to continue the business, unless otherwise provided in the operating agreement, the personal or other legal representative of the last remaining member agrees in writing to continue the limited liability company and agrees to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member
Entry of a judge's order
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation; instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Florida is variable, based on Florida taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Florida Secretary of State, along with the appropriate state filing fee. When appropriate, two checks must accompany the document, one payable to the judge of probate and one payable to the State Secretary, covering all charges for the State Secretary.