Articles of Incorporation Florida LLC: Everything You Need to Know
Instead of filing Articles of Incorporation, Florida LLCs must file Articles of Organization with the Department of State. This requirement is found in Chapter 605 of the Florida Statutes.4 min read
2. Registered Agents
3. Effective Date and Annual Report Requirements
Instead of filing Articles of Incorporation, Florida LLCs must file Articles of Organization with the Department of State. This requirement is found in Chapter 605 of the Florida Statutes. The Articles of Organization outline detailed information about your LLC. A Florida LLC is only effective once the Articles have been successfully processed.
Instructions for Filing Articles of Organization
- Fill out the Articles of Organization in English. It must be either in legible handwriting or typewritten otherwise it will be rejected.
- Be sure to include all important and relevant information. Florida's Division of Corporations suggests having an attorney review your application prior to filing.
- Remember that the complete LLC name must be stated and easily distinguished in your paperwork. It is recommended you do a preliminary search by name before submission. Your name has to include one of the following (depending on whether you're filing an LLC or PLLC):
- If you are starting a PLLC, be sure to declare a professional specialty like medicine, accounting services, law, etc.
- Add the name and address of each person who has managerial control. Although optional, most banks require you to have this info on file to open a bank account, and the Department of Financial Services will ask for it prior to issuing Workers' Compensation coverage.
- Remember that whoever you designate as a manager of your LLC will have certain powers, including the ability to open a bank account. Managers can be either individuals or entities. LLC members who serve as managers are designated as “AMBR,” while managers of manager-managed LLCs are designated as “MGR.”
- If you provide an effective date for the LLC, it has to be precise, and it must fall within the window of five days prior to filing through no more than 90 days after the filing date.
- When submitting your Articles of Organization, include a cover letter with your name, address, and phone number.
If you want to pay by credit card, you can file the Articles of Organization online. To file by mail, fill out the PDF, sign the registration form, and mail it with your payment to the Division of Corporations.
Processing time varies, but it typically takes two to three business days for online filings and three to five business days for filings by mail. It may take longer during peak periods. Don't assume your LLC is approved until you receive confirmation of the filing.
If you need to make changes to your Articles of Organization while the LLC is active, file an Articles of Amendment. This allows you to change important information like your company name or the name of your registered agent or mailing address.
LLCs need a registered agent who can accept legal papers and correspondence their behalf to serve as a point of contact. A principal or person associated with the LLC can be the registered agent, but the business can't serve as its own agent.
When selecting a registered agent, keep the following in mind:
- Whoever agrees to be the registered agent must sign the Articles of Incorporation.
- If you're filing online, the agent can sign electronically by typing their name; however, “signing” without their permission is forgery under Florida Statute Section 831.06.
- LLCs without a Florida address or local registered agent can use a commercial one. Annual fees for this service are typically under $150 a year.
Effective Date and Annual Report Requirements
The effective date you choose when filing your Articles of Organization is important because that determines when your annual report will be due. To retain the active status, all LLCs in Florida are required to file the annual report. The initial annual report for an LLC is due January 1 in the calendar year after the effective date.
LLCs that file late in the calendar year and don't expect to commence business until the following year should make the effective date January 1. For instance, if you form a Florida LLC on November 1, 2018, with an effective date of January 1, 2019, the annual report is due January 1, 2020. Without an effective date, the first annual report would be due January 1, 2019.
When filing your annual reports, remember the following:
- You need to electronically file the annual report between January 1 and May 1 of the following calendar year.
- Annual reports are not financial statements. They are used to confirm Division of Corporation's records.
- When you file the annual report, you can make important changes like adding new or removing inactive members or changing the mailing address, registered agent, etc.
- If you don't file an annual report, your LLC will be revoked or dissolved.
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