Procedures to Form Florida LLC

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How to Form a Florida LLC

A Florida Limited Liability Company (LLC) is a legal business structure that protects your assets (like your home, car, and bank account) in case your company gets attacked.

An LLC can run a business or hold your assets, like real estate, cars, boats, and planes.

A. Florida LLC Name

Before you file the paperwork with the Florida Department of State to form your LLC, you need to come up with a name that is unique and easy to remember.

The name you want for your Florida LLC must be “distinguishable on the records.” It can be different from any other business name in the Department of State’s record.

Search for a Florida LLC Name:

Search for something at the Florida Department of State by its name

Designator for Limited Liability Company

Your LLC’s name must end with the right kind of designator. The following names are allowed by Florida law:

* LLC (most popular)

* Company with limited liability

Your Florida LLC can’t have a name that sounds like it’s a different kind of legal organization. For example, your Florida LLC name can’t include the words or forms Corporation, Corp., Inc., Incorporated, Limited Partnership, L.P. or Trust.

B. Florida Registered Agent

Your LLC must always have a Florida Registered Agent on file with the Florida Division of Corporations to properly do business in Florida. For Service of Process to be sent to your LLC, it needs a Registered Agent. Legal papers like notices of claims, subpoenas, summonses, and complaints are all part of the service of process.

A Florida Registered Agent gets any standard mail sent to your LLC and sends it to you.

The Registered Agent for your Florida LLC can be a person or another business. Your Florida LLC can’t be its Registered Agent, though. Your Florida Registered Agent must have an actual street address, not a P.O. Box. This is so that Service of Process can be sent to them.

If the Registered Agent for your LLC is a person, that person must be at least 18 years old and live in Florida. A friend or family member can be your Florida LLC’s Registered Agent as long as these standards are met, including having a street address in Florida. In Florida, you can also be your own Registered Agent.

You can also hire a Registered Agent Service if you don’t have an address in the state or if you’d rather keep your home out of public records.

LLCU Recommendation

Northwest Registered Agent is a good company to work with if you want to hire a company to start your LLC in Florida. Northwest has been in business for more than 20 years and has great customer service. Northwest will also be your Registered Agent if you hire them to set up your LLC

Any mail sent to your LLC will be scanned and posted to your online account. Hiring Northwest can also help keep your address private and out of public records.

C. Articles of Organization for a Florida LLC

The Florida Articles of Organization are the papers you send to the Florida Department of State’s Division of Corporations to start your LLC

The filing fee for a Florida LLC is $125 (a one-time fee).

(To learn more about LLC taxes, see Florida LLC Cost.)

Florida LLC approval times:

If you file online, your Florida LLC will be accepted in 5 business days.

If you file by mail, your Florida LLC will be accepted in 12 business days (plus the time it takes for the mail to arrive).

Articles of Organization for a Florida LLC (e-File) can be filed online.

File your mail:

  1. Get the Articles of Organization for Florida LLC (CR2E047) form and fill it out.
  2. Make your check or money order out to the “Department of State.”
  3. Send your finished Articles of Organization and $125 filing fee to:

New Section for Filing

Companies Are Split Up

P.O. Box 6327

Tallahassee, FL 32314

LLCU recommends filing online because it is faster to get approved, and the form is easy to fill out.

In your Florida Articles of Organization, you can find the following:

* LLC name

Address of the principal’s office

Name, street address, and signature of Florida Registered Agent

Name and address of each Member and/or Manager (Member-managed LLC vs. Manager-managed LLC)

Date of effect

“Additional provisions (if needed).”

Name and signature of the person who set up your LLC

After the Florida Department of State accepts your LLC, you will get back a stamped and approved copy of your Articles of Organization, an Acknowledgment Letter, and a Certified Copy or Certificate of Status (if you ordered them). If you file online, these will be sent to you by email. If you send them in by mail, they will be sent back to you by mail.

D. Operating Agreement for a Florida LLC

If your Limited Liability Company is made up of the Articles of Organization, then the Florida LLC Operating Agreement is what runs it.

You don’t have to file your Operating Agreement with the Florida Department of State or any other body, unlike the Florida Articles of Organization. It’s an “internal document,” which means you just keep a copy of your LLC/business records.

What usually is in an Operating Agreement?

Usually, an operating agreement has the following:

The names of the owners of the LLC, who are called “LLC Members.”

What the owners, managers, and leaders have to do and how they should do it

how much each member owns of the LLC

How the gains and losses are split

“The way the business is run”

How the company is run

How tax money is paid

Why is it important to have an Operating Agreement?

It gives the Members a written plan for how to handle disagreements and fights. It tells how your business is to be run or what its “bylaws” are. Having an Operating Agreement can also protect you from personal responsibility. If you ever end up in court, this is a very important thing to have.

Single-Member LLCs and Florida LLCs with more than one member: Having an Operating Agreement is a good idea whether your LLC has one member or many.

E. Federal Tax ID Number (EIN)

After your LLC application is approved by the Florida Department of State, the next step is to get a Florida EIN Number from the IRS for your LLC

The Federal Tax ID Number for the LLC is a lot like our Social Security Numbers. It tells the IRS what kind of business you have and will be used for taxes and filing.

Another name for a Federal Tax ID Number is:

* EIN stands for Employer Identification Number.

* Number of the Federal Employers

* Federal Tax ID

* Tax ID Number

* FEIN stands for Federal Employer Identification Number.

Needed for banking and more: The IRS uses your LLC’s Federal Tax ID Number for federal business taxes, and you’ll also need it to open an LLC business checking account. You’ll also need your LLC’s Federal Tax ID Number to work with other businesses and register for certain business licenses and permits.

The IRS doesn’t charge anything to apply for a Federal Tax ID Number (EIN). There is no charge to apply or sign up.

You can apply for a Federal Tax ID Number for your Florida LLC online, by fax, or in the mail.

Use the EIN online application to make an application online.

Fill out and sign Form SS-4 to apply by fax or mail.

File online: The EIN online application is the best way to go because it takes only 10 to 15 minutes to get approved. At the end of the application, you’ll be able to print out a PDF with your Federal Tax ID Number on it. The online registration is only open from 7 a.m. to 10 p.m. Eastern, Monday through Friday.

Don’t worry if you can’t use the online application for any of the above reasons. You can still use Form SS-4 to fax or mail in an application for a Federal Tax ID Number.

File by fax: Fill out Form SS-4, sign it, and send it to the IRS by fax at 855-641-6935. There’s no need for a cover message. In about 4-5 business days, your EIN will be accepted.

File by mail: Fill out Form SS-4, sign it, and send it to the IRS at the address listed below. About 4 to 6 weeks will pass before your EIN is accepted.

Service of Internal Revenue

Attention: EIN Operation

Cincinnati, OH 45999

Foreigners and people who don’t live in the U.S.: If you don’t have an SSN or ITIN, just write “Foreign” on line 7b. Also, approval can take up to 6 weeks if you are a tourist and apply for a Federal Tax ID Number by fax. See how to get an EIN without an SSN to find out more.

F. Florida LLC Annual Report

All LLCs in Florida must file a Florida LLC Annual Report every year to keep their “active” status and keep the Department of State from shutting them down.

The fee for filing a Florida LLC Annual Report every year is $138.75.

Date due: Every year, you have to turn in your Annual Report by May 1. You can file it as soon as January 1. Anything that arrives after May 1 is late and will get a big fine.

Penalty: If you don’t file your Florida LLC Annual Report on time, you have to pay a $400 late fee, which is one of the highest in the country. This makes the total amount you owe $538.75. If you keep ignoring the Florida Annual Report rule and don’t pay, the Department of State will shut down your LLC after the fourth Friday in September.

Method of filing: You can only file your LLC’s Annual Report and pay the filing fee online with the Florida Division of Corporations.

Fill out the Annual Report for your LLC online:

Florida LLC Annual Report – Sunbiz (e-File)

When you successfully file your LLC Annual Report online, you won’t get a copy of the form back. You’ll just get a good message. If you want to get a copy of your filed Annual Report, you can search Sunbiz for your LLC’s name. Click on the name of your LLC, then scroll down to the “Document Images” part at the bottom.

G. Licenses and/or permits for a business in Florida

After you’ve set up your Florida LLC, you’ll need to get the required Florida business licenses and/or permits so that you can legally do business.

Florida does not have a general business license for the whole state. Whether or not your LLC needs business licenses or permits will depend on where it is and what it does for a living.

Business license for a county

Contact the county where your LLC is based and the Department of Business and Professional Regulation to find out what business licenses and/or permits your LLC will need.

Limited Liability Company Professional

And if your business is regulated by a licensing board (like a Professional Limited Liability Company) or another state body, you may need to get an extra business license.

Florida business licenses have more information about all of these.

H. Florida State Taxes

Federal Taxes: By default, Florida LLCs are treated as either Sole Proprietorships (for Single-Member LLCs) or Partnerships (for Multi-Member LLCs). Since these LLCs are “pass-through” taxed, your Florida LLC doesn’t have to pay taxes twice like a Corporation does (there is no filing at the federal level). But your LLC’s gains or losses will be listed on a Schedule on your personal tax return.

No personal income tax: Florida does not charge any personal state income tax. Depending on the type of business your LLC is in and how it makes money, it may still have to pay state and local company taxes.

Register with the F.L. Department of Revenue. Depending on how your business works, you may need to register your LLC with the F.L. Department of Revenue for corporate taxes, sales tax, withholding tax, and maybe even other taxes. Please check with a bookkeeper for more information. You can also read this book, TRUIC: LLC in Florida, to learn more about LLC taxes in Florida.

In Florida, your LLC may have to pay the following business taxes:

Tax on sales and use

Some counties add a sales tax that they decide on their own.

* Reemployment fee

* Tax on communication services

* Tax on business income


I. A bank account for a Florida LLC

The next step is to open a separate bank account for your Florida LLC once it has been accepted by the Florida Division of Corporations and has a Federal Tax ID Number.

A different business bank account can help with accounting and keeping records. Also, it makes sure that only the assets of your LLC will be used to pay off any debts or lawsuits, not your own.

Things you need to start an account:

The copy of your Florida LLC’s Articles of Organization that has been signed and stamped by the state

J. Number of Federal Tax ID

Identification (like a driver’s license or visa)

Signers on the bank account: Members who want to be approved signers on the bank account for your Florida LLC should be there when the account is opened. If you need to add a signer later, you’ll need to find out how the bank handles this from them.

Foreigners and people who don’t live in the U.S.: The steps to start a bank account are different for people who don’t live in the U.S. Please read this page for more information: bank account for an LLC that is not based in the U.S.

Bank fees for an LLC: We suggest calling the banks ahead of time to find out how much their monthly upkeep fees cost. Many banks in Florida charge regular fees, but about 25% or so do not. We suggest that you talk to at least 5–6 banks to find a free business checking account for your LLC

When you open the account, the bank will give you a debit card.

You can also get a credit card for your business to earn points, miles, and other benefits.

K. Business Phone Number

Instead of using your home phone number or your cell phone, you can get a “virtual business number” for your Florida LLC for a low price. This virtual business phone can be set up to forward to your cell phone, use voice prompts, or be set up in any way you want.

Getting a different business phone number for your Florida LLC is also a good idea if you don’t want “public record” websites to be able to find out your real number.

Florida State Agencies

The Division of Corporations is part of the Florida Department of State

Phone: 850-245-6052

Monday through Friday (Eastern): 8 a.m. to 5 p.m.

Sunbiz is a website for the Florida Division of Corporations.

Department of Revenue of Florida

Phone: 850-488-6800

Monday through Friday (Eastern): 8 a.m. to 5 p.m.

TheFlorida Department of Revenue has a website.

Florida Department of Revenue: Get in Touch With Us

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