When starting a business in Florida, LLC (limited liability company) is one of several possible structures for your company. An LLC combines the flexibility and tax benefits of a partnership with the liability protection offered by a corporation. This type of entity is not taxed at the corporate level; all profits and losses are reported on the individual tax returns of the owners, a structure known as pass-through taxation.

Before forming a Florida LLC, it's important to explore whether it's an appropriate structure for your company. Many small business owners opt for an LLC because it is easy and affordable to create. In addition to the general LLC formation requirements, Florida has some unique regulations. You'll need to file the required forms, meet naming requirements, pay the associated fees, and obtain the appropriate state and local licenses and business registrations.

Structuring Your Florida LLC

One of the first decisions you'll make is whether your LLC will be managed by one or more of the owners, known as members, or by professional managers appointed by the members. This structure must be documented in your formation paperwork, known as articles of organization. If no structure is specified, your LLC will be member-managed by default. With this type of structure, members all have management authority, which makes it a good option for very small businesses. Larger businesses or those in which members want to be passive investors may want to choose a manager-managed structure.

Naming Your Florida LLC

Before selecting a name for your LLC, you must make sure it's not already in use by another business in the state. You can conduct a search through the Division and Corporations and the Department of State. You can also do an online search for the name in question.

Florida LLC names must contain the words:

  • Limited liability company
  • LLC
  • L.L.C.

Some words are prohibited unless you have a licensed person on staff and complete additional paperwork, such as:

  • University
  • Attorney
  • Bank

You may not use words that may cause your business to be confused with a government agency, such as:

  • Treasury
  • Secret service
  • FBI

You should also make sure that a domain name is available for your desired name. You'll eventually need a business website, so you may want to purchase the domain to ensure it doesn't get used by someone else.

Naming a Registered Agent

Your Florida LLC must designate a registered agent who is responsible for receiving official legal and government documents on behalf of the company. This person must live in Florida; you can also choose a business that is licensed in the state. In addition to a registered agent, you must also designate a principal office in your articles of organization. This doesn't necessarily need to be in the state, but you must provide a street mailing address.

Filing Articles of Organization

Once you've made these decisions, you can move forward with filing your articles of organization. This document includes the name of your business, the location of your principal office, the name and address of your registered agent, your management structure, and any other relevant information.

Along with your articles of organization, you must submit a written statement from the registered agent that indicates that he or she understands and accepts the obligations and responsibilities of this position. The articles must be signed by an authorized representative of the LLC, and the written statement must be signed by the registered agent.

You can file these documents with the Department of State, along with a description of their purpose either in person, through the mail, or online. The total filing fee for both documents is $125. Once you submit these documents, your LLC is immediately formed unless you specify a different effective date in the articles of organization.

Documents can be filed online at the Sunbiz website maintained by the Division of Corporations. Click the link for E-Filing services, then select New Florida LLC. You'll be guided through the required information and can even pay the filing fee online. After filing your articles of organization, you can apply for an EIN with the IRS for tax registration.

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