Steven Stark Licensed in FL, NY
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Andrew Shapiro Licensed in FL
Belinda Noah Licensed in FL
Penelope Barrett, Esq. Licensed in FL, IL
Jeffrey Pomeranz Licensed in FL, NY
Cameron Pariseau Licensed in FL
Chad Van Horn Licensed in FL
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Why use UpCounsel to form an LLC in Florida
Starting an LLC in Florida with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Florida with UpCounsel, the attorney you choose to help you will conduct a business name search for your Florida LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the Florida Department of State: Division of Corporations, your Florida LLC has been formed and begins its existence as a corporate entity.
Requirements for Forming a Florida LLC
Choosing a Company Name for Your LLC
One of the first steps in the process of forming your Florida Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.
It must be distinguishable (not the same as or deceptively similar to) the name of any Florida Limited Liability Company or foreign LLC reserved or registered.
Your LLC name may contain the name of one or more members.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Florida Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Florida.
Articles of Organization:
When forming an LLC in Florida, the Articles of Organization must be filed with the Florida Division of Corporations. Florida state law requires that certain information be included in your Articles of Organization when forming your Florida LLC.
This information must include:
- The LLC's name and address.
- The statutory agent's name and address as well as the agent's signature accepting the appointment.
- The name and address of each manager or managing member.
- The LLC's effective date (if other than date of filing).
Additionally, a Florida LLC formation generally requires inclusion and/or consideration of the following:
LLC Operating Agreement: Although the LLC operating agreement is not required with the Articles of Organization, it is a good idea for every LLC with more than one member to have one. The Articles of Organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.
Membership: A limited liability company must have one or more members.
Eligibility Requirements: A natural person (Florida doesn't allow business entities as members).
Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Florida Department of State for specific licenses.
Resident Agent needed for a Florida LLC
Remember every Florida LLC must have a registered agent in Florida, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be a Florida resident or business entity authorized to do business in Florida. The registered agent must have a physical Florida street address.
Florida Department of State
Once you create an LLC in Florida, the Florida Department of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Florida Department of State.
Recurring Responsibilities and Duties for Florida LLCs
Annual Report: Each limited liability company shall provide an annual report to the Florida Department of State regarding its financial condition to each of its members. The annual report fee $138.75.
Records: Each Florida limited liability company must keep the following records open to inspection at its office:
- The names and addresses of members, managers, and managing members.
- A copy of the Articles of Organization and all amendments thereto, together with any powers of attorney pursuant to which the Articles of Organization or any amendments thereto were executed.
- Copies of the limited liability company's federal, state, and local income tax or information returns and reports, if any, for the three most recent taxable years.
- Copies of the LLC's financial statements and Operating Agreement, if any, for the three most recent fiscal years.
- A current list of each members' economic contribution and the share in profits as well as any times or occurrences of members' agreed to make additional contributions.
Filing Fees for a Florida LLC
The processing fee for the Articles of Organization is generally about $100, plus another $25 for designating a registered agent. These fees can change so it would be best to check with the Florida Department of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.
Taxes for a Florida LLC
A Florida LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.
Florida state law follows federal law for income tax purposes. Therefore if the LLC is classified as an association taxable as a corporation for federal income tax purposes, so will it be taxable as a corporation for Florida tax purposes.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Florida as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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