Form a Florida LLC

At LawInc we are Florida LLC formation experts who can help you form a Florida LLC, the right way. We file the Florida LLC Articles of Organization with the Division of Corporations of the  Florida Department of State and prepare a customized operating agreement. We can also obtain the Florida LLC’s EIN, in an quickly as 24 hours.

Florida LLC Name

The first step in forming a Florida Limited Liability Company (LLC) is selecting the business name. Florida LLC names:

• Must end with the words “Limited Liability Company,” the abbreviation “L.L.C.,” or the designation “LLC.” (The word “limited” may be abbreviated as “Ltd.” and the word “company” may be abbreviated as “Co.”)
• Must be distinguishable on the records of the Florida Department of State. The name must be distinguishable on the records of the Division of Corporations of the Department of State, except for fictitious name registrations and general partnership registrations; however, a limited liability company may register under a name that is not otherwise distinguishable on the records of the Division of Corporations with written consent of the owner entity provided the consent is filed with the Division of Corporations at the time of registration of such name.

Florida does not reserve names.

LawInc.com permits you to choose up to three names and will conduct a name search for your Florida LLC, prior to filing.

Florida LLC Formation

Florida LLC Filing Procedure: When forming a Florida LLC, the Florida Articles of Organization must be filed with the Florida Secretary of State. The Florida Articles of Organization must state the:

• Florida LLC name.
• Entity type.
• Purpose of the Florida LLC, which may be stated to be or include any lawful purpose for that type of entity.
• Florida LLC duration, if it is not formed to exist perpetually.
• Florida LLC address and registered agent address.
• Name and address of each Florida LLC organizer.

Florida LLC Publication: Florida LLCs have no publication requirement.

Florida LLC Organizers: An Florida limited liability company can be formed by one (1) or more individuals, 18 years or older.

Florida LLC Members: Florida LLCs require 1 or more members. There is no residence or age requirement. Florida LLC members are not required to be listed in the Articles of Organization.

Florida LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Florida Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

Florida LLC Registered Agent: An Florida LLC must maintain a registered agent and office to receive service of process in Florida. The Florida registered agent should be available, at an Florida physical address, during normal business hours to accept important legal and tax documents on behalf of the Florida LLC.  The registered agent must sign and state that he/she is familiar with and accepts the obligations of the position.

Florida LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Florida LLC operating agreement should reference how the Florida LLC is managed, allocation of profits and losses and member capital contributions. The Florida LLC operating agreement does not need to be filed.

Florida LLC Post-Filing Requirements

Florida LLC Annual Report: All Florida Limited Liability Companies must file an Annual Report yearly to maintain “active” status. The first report is due in the year following formation. The report must be filed electronically online between January 1st and May 1st. The fee for the annual report is $138.75. After May 1st  a $400 late fee is added to the annual report filing fee.

Florida LLC Taxes

Florida LLCs are classified for Florida tax purposes based on their federal income tax classification.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Florida LLC net income must be paid just as you would with any self-employment business.

Most Florida multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Florida LLC profits are reported and allocated to each of the owners according to the Florida LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Florida LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election.  Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Florida LLC has more than one owner, or any employees.

Florida LLC Dissolution

In order to dissolve or cancel an Florida LLC, the members or managers must file a cover letter and  Articles of Dissolution for a Limited Liability Company form to the Florida Department of State. The Articles of Dissolution must be accompanied by a certificate of account status indicating that all taxes have been paid and the entity is in good standing for purposes of termination. The fee for filing a Florida Articles of Dissolution is $25.

Acts Triggering Florida LLC Dissolution: A Florida LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement; or
• At any time there are no members;
• Judicial decree to dissolve by a Circuit Court