Key Takeaways

  • In Florida, an LLC is formed by filing Articles of Organization, which function similarly to a certificate of formation in other states.
  • A Certificate of Formation Florida is often referred to as Articles of Organization and must include details such as the registered agent, business name, and member/manager information.
  • The registered agent must have a physical Florida address and be available during normal business hours.
  • Florida requires an Employer Identification Number (EIN) from the IRS for most businesses, though single-member LLCs can sometimes use a Social Security Number.
  • The Certificate of Status (Good Standing) confirms compliance and is often required for banking, financing, or expanding into other states.
  • Filing fees in Florida vary depending on entity type, and online filing is the fastest method for processing.
  • Florida LLCs must file annual reports to maintain active status and avoid administrative dissolution.

A certificate of formation Florida refers to a license issued by the state when starting a new business, containing all information about the company. Each state has its own requirements for forming a limited liability company (LLC). The first step when starting a business is to understand the specific requirements in the state you are in.

The first decision a new business owner needs to make is how his or her company will be named. A proper name should be representative of the business's main activity. It should also be clearly distinguishable. In the case of LLCs, all names must end with either Limited Liability Company or an abbreviation of that. Also, words such as Loan, Bank, Bancorp, or Mortgage need special approval by the state's Office of Financial Regulation.

Choosing a Type of Company and Registering It

Depending on the company's goals, size, and leadership, it can be a sole proprietorship, a partnership, a limited liability company, or a corporation. No matter the choice, the new business must first be registered with the state and county.

In Florida, managers and members of limited liability companies must meet the following criteria:

  • Any LLC must have at least one manager or member.
  • There are no requirements as to where the members and managers have their residences.
  • There are no age requirements when starting a business in Florida.
  • The Articles of Organization must include all important information about the members or managers, such as their names and addresses.

An LLC is created in Florida through a document called Articles of Organization. This document must include some state-specific information, such as:

  • The name and address of the company's registered agent. The registered agent must have a physical Florida address and is mainly responsible for accepting important tax and legal documents during normal office hours.
  • The company's Federal Employer Identification Number, which new businesses must register with the IRS to get. The number will then be used by the company in all its transactions. For a single-member LLC, the owner's social security number can be used instead.
  • A company bank account that will be used for all incoming or outgoing funds.

Filing the Certificate of Formation (Articles of Organization) in Florida

In Florida, the official document used to form an LLC is called the Articles of Organization, which is the equivalent of a certificate of formation in many other states. This filing creates the LLC as a legal entity with the Florida Department of State, Division of Corporations.

Key details required include:

  • Business Name: Must be distinguishable from other registered entities in Florida and include "LLC" or "Limited Liability Company."
  • Principal Office Address: The physical address where company records are maintained.
  • Registered Agent Information: A person or entity authorized to receive legal documents on behalf of the business.
  • Management Structure: Whether the LLC is managed by its members or designated managers.
  • Authorized Representative Signature: At least one member, manager, or authorized representative must sign the Articles.

The state charges a filing fee of $125 for LLC formation, which includes the designation of the registered agent. Most entrepreneurs choose to file online for faster processing, though mail filings are also accepted.

Certificate of Good Standing in Florida

The certificate of good standing is an official document issued by Florida's Department of State Division of Corporations and confirms that a business entity is registered to do business within the state. It is also called a Certificate of Existence, Certificate of Authority, or Certificate of Status. It is basically proof that a company is a legitimate business operating in Florida. It means all requirements are met and the company is free to do business in the state.

Any business registered in Florida, whether for-profit or nonprofit, foreign or domestic, will receive a certificate of good standing regardless of its level of compliance with the Department of State. You can obtain the document mainly through filing a copy/certification request form and mailing it to the Department of State in Tallahassee. The process time to do so typically takes seven to 10 days.

This certificate never expires. However, some entities might require a newer version of the certificate of good standing to confirm the validity of the document's information.

The main reasons a company needs a certificate of good standing are:

  • Getting permission to do business in other states.
  • Registering the business in a different state.
  • Getting a specialized license in a specific industry.
  • It is one of the requirements banks and credit institutions have when issuing loans or credit to a company.

For a company to receive a certificate of good standing in Florida, it must be registered with the state to do business, while also complying with all state regulations. The fee to receive the certificate is $8.75 for corporations or limited partnerships and $5.00 for limited liability companies.

Ongoing Compliance and Annual Report Requirements

Filing the certificate of formation (Articles of Organization) is only the first step. To keep an LLC active in Florida, businesses must comply with ongoing obligations:

  • Annual Report: Each LLC must file an annual report with the Florida Department of State by May 1 each year. This report updates or confirms company information and carries a filing fee. Failure to file results in a $400 late penalty and potential administrative dissolution.
  • Business Licenses and Permits: Depending on the industry, local and state licenses may be required before operating.
  • Taxes: While Florida LLCs are generally pass-through entities for federal tax purposes, they may still need to file state tax forms if engaged in specific business activities.
  • Maintaining Registered Agent: A change in registered agent requires filing updated information with the state.

Maintaining compliance ensures that the LLC remains in good standing, protecting members’ limited liability status.

Frequently Asked Questions

  1. What is the certificate of formation called in Florida?
    In Florida, the equivalent document is the Articles of Organization, which officially creates an LLC.
  2. How much does it cost to file the certificate of formation in Florida?
    The filing fee is $125 for LLCs, covering both the Articles of Organization and registered agent designation.
  3. How long does it take to process the filing?
    Online filings are typically processed within a few business days, while mailed submissions may take several weeks.
  4. Do Florida LLCs need to file annual reports?
    Yes. All LLCs must file an annual report by May 1 to remain active. Missing the deadline results in late fees and possible dissolution.
  5. Can a non-resident form an LLC in Florida?
    Yes. There are no residency requirements for LLC members or managers, but the registered agent must have a physical Florida address.

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