Single Member LLC Florida: Everything You Need to Know
A single-member LLC Florida business is comprised of just one individual or entity with sole ownership and no other members.3 min read
A single-member LLC Florida business is comprised of just one individual or entity with sole ownership and no other members. For most intents and purposes, a single-member LLC is considered to be the same as a multi-member LLC.
Forming a Single-Member LLC in Florida
There are several things to do and steps to follow when forming a single-member LLC in Florida.
- When considering a name for the LLC, make it distinguishable from other business names. The name will be listed in the records of the Division of Corporations, and it must not be like any other name already registered with the state.
- It's imperative that you do a business name search of the Florida registered name database to find out if the name is available. You do this at the Florida Department of State Division of Corporations website.
- Many states allow names to be reserved in advance, but Florida does not offer this option. Selecting an LLC name in Florida is on a first come, first served basis.
- Florida requires that the words LLC, L.L.C., or Limited Liability Company be part of the name of a single-member LLC.
- Florida also requires the Articles of Organization to be filed with the Division of Corporations.
- The articles include pertinent information, such as the official name of the single-member LLC and its principal office and street address. Other required information includes the name and address of the designated registered agent for the LLC, name and street address of authorized individuals who manage or control the single-member LLC, and clarification regarding the role of the person(s) controlling the LLC as either a member or manager.
- You will need to designate a registered agent as required by the State of Florida. A registered agent is a business entity or an individual responsible for accepting legal papers on behalf of the single-member LLC.
- To qualify as a registered agent in Florida, the individual must be a resident and have a physical street address in the state. If an out-of-state business entity is designated as the registered agent, it must be authorized to do business in Florida and have a physical Florida street address.
- Articles of Organization can be filed online at the Florida Department of State website. A blank form can also be downloaded, printed, filled out and faxed, mailed, or delivered in person. The form number for the Articles of Organization is CR2E047. The current filing fee is $125.
Operating Agreement for a Single-Member Florida LLC
- An operating agreement is not a requirement by the state for a single-member LLC.
- The agreement is between the LLC and the single member.
- An operating agreement outlines the management structure of the LLC as well as the member's duties, obligations, and rights.
- The operating agreement serves as a means of liability protection by separating the LLC's business from the member's personal business.
- If the owner of the LLC plans to enter into business transactions or use the services of lenders, an operating agreement is useful. Having an operating agreement in place shows the LLC is structured and managed.
- An LLC that does not state in its operating agreement or its articles of organization that it is manager-managed will automatically default to being treated as a member-managed LLC by the State of Florida.
- A single-member LLC that has no employees and keeps its tax status of "disregarded entity" is not required to have an Employer Identification Number (EIN). The owner reports the profits and losses of the LLC on his personal tax return.
- If the single-member LLC has employees or you've chosen to be taxed as a corporation versus a disregarded entity, an EIN must be obtained from the Internal Revenue Service.
- An annual report must be filed for your single-member LLC. This is a requirement by the State of Florida.
- The annual report is filed to confirm existing information or change existing information regarding the registered agent, addresses, and those who are authorized to manage the LLC.
- May 1 is the due date for the annual report. It can be filed online at the Florida Department of State Division of Corporations website. The current filing fee is $138.75. The current late fee is $400.
If you need help with a single member LLC in Florida, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.