Key Takeaways

  • To form an LLC in Florida, you must file Articles of Organization, appoint a registered agent, and ensure your LLC name meets state naming rules.
  • Florida allows both U.S. and non-U.S. residents, as well as entities such as corporations, trusts, and other LLCs, to own LLCs.
  • All Florida LLCs must file an annual report with the Florida Department of State by May 1 and maintain accurate business records.
  • LLCs with four or more employees must obtain workers’ compensation insurance.
  • Most LLCs must submit a Beneficial Ownership Information (BOI) Report to FinCEN within 90 days of formation in 2024 (30 days for entities formed in 2025 or later).
  • Although not legally required, a written operating agreement is strongly recommended for clarity on member rights, duties, and profit allocation.

Adhering to Florida LLC requirements is important when forming and operating an LLC. By sticking to all requirements (involving taxes, fees, deadlines, etc.), your business will maintain its active status.

LLCs in Florida

Before forming an LLC, you might first want to understand if the LLC business structure is the appropriate one for the business you want to form. LLCs enjoy flexible organization, have some tax benefits, and offer the owners (or members) limited liability protection.

An LLC's members may include any of the following: 

  • Individuals 
  • Other LLCs 
  • Corporations 
  • Foreign entities

There's no maximum number of members an LLC can have. Your LLC can have just about any name, but it must end with one of the following: 

  • Limited Liability Company
  • LLC 
  • L.L.C.

Who Can Own an LLC in Florida

Under the Florida Revised Limited Liability Company Act, ownership of an LLC is highly flexible. Members can be individuals, corporations, other LLCs, partnerships, trusts, or estates, with no residency or citizenship requirements. This inclusivity allows both U.S. and international entrepreneurs to form and manage Florida LLCs.

Examples of eligible members include:

  • International entrepreneurs entering the U.S. market.
  • Investment entities managing assets such as real estate or venture capital.
  • Family trusts seeking flexible asset protection.
  • Private companies wishing to create subsidiary or holding structures.

Florida LLCs may be member-managed or manager-managed, allowing businesses to tailor management control to their operational needs.

First Steps to Forming an LLC

Start with a name search at the Division of Corporations to make sure your desired LLC name is available. Don't start using an LLC name until you know it's approved. When you file, you'll have to list some key pieces of information. This includes the address for your business, including street and mailing (if they're different). P.O. boxes are acceptable. 

You must choose a resident agent, which may also be called a registered agent or agent for service of process. This is a party or company that must maintain an address in the state of Florida. They accept legal mail and documents for the LLC and forward these important papers to the LLC members. An LLC can't be its own agent, but an individual associated with the LLC can fill this role. 

The registered agent has to sign the application, noting his or her acceptance of the role's obligations. If a business entity acts as the registered agent, an individual associated with that business has to provide a signature. For online filings, the registered agent types his or her name in the appropriate space. 

You'll also need an Employer Identification Number or EIN. If your LLC has two or more members, for tax purposes, you must get an EIN from the IRS.

It's not a requirement in Florida for LLCs to have an operating agreement, but it's still a good idea to have one if your LLC has more than one member. Operating agreements are recognized in the state as governing documents for LLCs.

You'll also complete an Entity Classification Form with the IRS.

Florida LLC Compliance and Reporting Requirements

To remain in good standing, Florida LLCs must meet ongoing state compliance obligations:

  1. Annual Report Filing:
    All LLCs must submit an annual report to the Florida Department of State by May 1 each year. The report confirms essential details such as the company’s name, principal address, registered agent, and member information. Late filings incur penalties and can lead to administrative dissolution.
  2. Registered Agent Requirement:
    Every LLC must maintain a registered agent with a physical Florida address, available during business hours to accept legal documents. The agent can be an individual or business entity authorized to operate in Florida.
  3. Beneficial Ownership Information (BOI) Report:
    Most LLCs must file a BOI Report with the Financial Crimes Enforcement Network (FinCEN). This report identifies individuals with substantial control or ownership interests in the LLC.
    • LLCs formed in 2024 must file within 90 days of formation.
    • LLCs formed on or after January 1, 2025 must file within 30 days.
      Failure to file may lead to fines or penalties.
  4. Business Licenses and Permits:
    Depending on industry and locality, additional state or municipal licenses may be required before conducting business.
  5. Workers’ Compensation Insurance:
    LLCs with four or more employees, including part-time and seasonal workers, must carry workers’ compensation insurance coverage.

Additional Steps to Take

You'll need to open a bank account for your LLC; this is a state requirement before you can start conducting business. Your LLC is considered active when the state files your Articles of Organization, unless you've specified another effective date. 

Make sure you're familiar with any ongoing legal obligations for your LLC. This includes filing annual reports. You must file an annual report between Jan. 1 and May 1. If you fail to file your report, your LLC can lose its active status. The filing fee is around $138, and you can pay it using any of the following methods:

  • Debit card 
  • Credit card 
  • Money order 
  • Check 

You'll have to pay late fees if you don't file your report by the deadline. You can see what the current fees are at the Division of Corporations site.

If you file online, you'll get a complimentary copy of the “Florida Business Guide.” This 75-page book offers a lot of detailed information about forming and running your business. If you don't want to file online, you can fill out a paper form by downloading and printing a PDF file. Once you fill it out and sign it, you can mail it in with the appropriate fees. 

When you form a professional LLC, you have to specify one professional purpose for your business, such as a law practice, accounting service, or medical practice. Companies that are non-professional don't have to list a purpose, but may still choose to.

By following all required steps for your state, you can form an LLC rather easily. Make sure you adhere to ongoing requirements so that your business remains in compliance and active. You can visit the Florida Department of State website for additional information and requirements.

Florida LLC Operating Agreement and Recordkeeping

Even though Florida law does not require an LLC operating agreement, having one is essential for defining ownership, management structure, and dispute resolution. A written operating agreement should include:

  • The LLC’s name, purpose, and address
  • The management structure (member-managed or manager-managed)
  • Member contributions and ownership percentages
  • Profit and loss allocation methods
  • Voting rights and decision-making rules
  • Procedures for adding or removing members
  • Dissolution terms and asset distribution

Maintaining accurate business records, including financial statements, meeting minutes, and tax filings, is crucial for both compliance and transparency. These records support annual report filings and simplify tax preparation.

Frequently Asked Questions

  1. What are the basic LLC Florida requirements for formation?
    You must select a compliant name, designate a registered agent with a Florida address, file Articles of Organization, and obtain an EIN from the IRS.
  2. Can non-U.S. residents own a Florida LLC?
    Yes. Florida law allows foreign individuals and entities, including corporations and trusts, to own LLCs without residency or citizenship restrictions.
  3. How often do I need to file the annual report?
    Every year by May 1. Missing this deadline can result in a late fee or administrative dissolution.
  4. Is an operating agreement required for a Florida LLC?
    No, but it’s highly recommended to establish member roles, ownership structure, and management procedures.
  5. What is the BOI report, and do all LLCs need to file it?
    Most LLCs must file a Beneficial Ownership Information report with FinCEN to disclose individuals with control or ownership interests. Filing deadlines vary by formation date.

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