1. Forming an LLC in Florida
2. Foreign LLCs

Forming an LLC in Florida may be done in the state as long as it's for a lawful purpose and as long as it remains subject to the State of Florida's business regulations and statutes.

Forming an LLC in Florida

Step 1. Name the Business

The first step to forming a Florida LLC is choosing an appropriate name. This entails doing research on names that fit your type of business. It's also important to choose a name that's customer-friendly and easily found. You don't want an obscure name or one that doesn't let relate to your business.

There are restricted and prohibited words that have specific requirements. Using restricted words, such as "bank" or "university," requires additional paperwork. You may also need a licensed individual to be part of the limited liability company if words such as "doctor" or "lawyer" are part of the business name.

The business name must also follow Florida law by including one of the following:

  • Limited Company
  • Limited Liability Company
  • L.C.
  • L.L.C.
  • Ltd.
  • Co.

Prohibited words that would cause confusion between your company and a federal or state agency also can't be used. Examples include the use of "Treasury," "Secret Service," or "FBI."

Name availability checks are available at the Florida Division of Corporations website. You can't reserve a business name in Florida for future use.

Step 2. Registered Agent

You'll be required to hire an agent for service of process, also known as a registered agent, in Florida. You can use a resident or a business that's authorized to operate in Florida. The agent agrees to accept legal papers for the enterprise.

Step 3. Articles of Incorporation

To create an LLC in Florida, articles of incorporation must be filed with the Division of Corporations. The form will include information such as the:

  • Name of the LLC
  • LLC address
  • Name and signature of the registered agent
  • Effective date

The current filing fee for the Articles of Incorporation is $125. Processing can take up to 14 business days.

Step 4. Operating Agreement

Florida doesn't require an LLC to have an operating agreement, but it's recommended that you have one written.

An operating agreement outlines the governing terms that the LLC's members have agreed to. In Florida, an operating agreement is recognized as the governing document of an LLC. The terms will include things such as:

  • The role of each member
  • Who will be in charge of managing the LLC
  • Voting rights
  • Dissolution procedures
  • Rules for admitting or removing an LLC member
  • Steps for amending the LLC

Step 5. Miscellaneous

In Florida, a limited liability company must have a bank account to conduct business.

Your company may also have additional regulatory requirements, such as acquiring an Employer Identification Number if the business is a one-member company or has employees. An Employer Identification Number is obtained through the Internal Revenue Service website.

Depending on your business type, you may also be required to obtain state and local business licenses.

Step 6. Taxes

An LLC is treated as a limited liability partnership, corporation, or single-member LLC in Florida.

Depending on the type of services or goods your LLC offers, you will need to register with the Department of Revenue using Form DR-1.

If filing taxes as an LLC, you'll use Form 1065 and Schedule K-1 for profits and losses. If filing as a C corporation, you'll file Form 8832, Entity Classification Election, and Form 1120, U.S. Corporation Income Tax Return. If filing as an S corporation, use Form 1120S. As a sole proprietorship, business income and expenses are filed via Schedule C (1040).

Foreign LLCs

Any limited liability company that has been organized in a state other than Florida must register the business entity with the Florida Secretary of State in order to do business in Florida.

A registered agent must be appointed for a foreign LLC. The agent must be physically located in Florida. A foreign LLC must also register and file a Qualification of Foreign LLC form with the Division of Corporations.

The application must also include a Certificate of Existence issued by the home state of the foreign LLC and can't be dated more than 90 days prior to the filing date of the certificate.

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