How To Open an LLC in Florida

The first step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. You'll want to search your name choices on the web to quickly find out if they are already taken. It's also best to jot down one or two alternatives, in case the name you settle on is not available for registration in Florida.

There are a few rules that Florida limited liability companies must follow in order to register a name.

• The name you choose must be unique and not "confusingly similar" to the name of any other Florida business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. You can find out whether a name is available in Florida by searching the Florida Division of Corporations business database Opens in a new tab for possible conflicts.

  In a pinch, you can use MyCorporation's business name search service, where we will conduct a more thorough search on your behalf and report back our findings. Plus, MyCorporation includes a business name search for free when we complete your LLC filings on your behalf!

• Your business name must include the words "Limited Liability Company," or "LLC."
• The name registered must be advertised in a newspaper Opens in a new tab located in the county of your principal place of business. This advertisement must be done at least once for a Florida LLC. You can learn more about business name entity rules and regulations in the Florida Name Registration guide Opens in a new tab provided by the Florida Department of State.

There are two options to choose from when it comes to setting up your limited liability company in Florida. "Member managed" or "manager managed". The first thing you need to know is that owners of any LLC are referred to as "members". A single member LLC has just one owner, while a multi-member LLC is an LLC owned by 2 or more members. Pretty simple, right?

Florida LLCs also must also designate one or more individuals to manage the day to day operations of the business. This can be handled by one of the members of the business (member managed, the most popular choice and the default in most states), or a professional manager appointed by the members to act on their behalf (manager managed).

While the differences are subtle, what you really need to know is that each member in a member managed LLC has the power to make decisions for the business. However, in a manager managed LLC, the members choose who will manage the business and relinquish all of the decision making to the manager chosen. The person chosen can be one of the members of the business as well, or it can be someone else entirely.

Most states require that you designate a registered agent for your business, and Florida is no exception. A registered agent acts as the state's means to communicate with a business and is responsible for receiving legal and official documents related to the business.

A registered agent can be anyone you wish, with one small caveat. The registered agent must have a physical address in Florida. In other words, a P.O. Box is not allowed as a registered agent address. This means a member of the limited liability company can act as the registered agent if desired, or a third-party registered agent service like MyCorporation can be used.

Why designate a third party to act as my registered agent?

It should be noted that registered agent information is made publicly available. This can cause privacy concerns for business owners who do not wish to list their personal contact information on the internet for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

You will need to file Articles of Organization in Florida Opens in a new tab to order to form an LLC. Articles of Organization may be filed online or by mail. They include basic information about the Florida LLC including the company name, business address, mailing address, registered agent name and address, the LLC's purpose, effective date of the LLC, and signature of at least one individual acting as an authorized representative.

Please remember that there are new Florida LLC fees for filing Articles of Organization. As of 2022, the filing fee is $100 and must be included with your application.

What information should be included in the Articles of Organization?

As noted above, information required in the Articles of Organization covers basic information as it pertains to the Florida LLC.

Within 120 days of filing the Articles of Organization with the Florida Department of State, an LLC must publish a copy, classified ad, or public notice related to the LLC formation at least once in a newspaper located in the LLC's home county for six consecutive weeks.

The statement must include:

• The name of the LLC and the Florida Department of State file number
• The name and address of the registered agent
• The address of the principal office of the business
• The mailing address of the business (if different from the principal office)
• The names and addresses of the managers or members and the CEO of the business
• The principal business activity and/or business purpose of the Florida LLC

Remember that only basic contact details and general information about the business is required.

After formation, the state of Florida requires an LLC to create an operating agreement. This agreement needs to be written, and should be kept with the company's records.

What kind of information needs to be included in a Florida operating agreement?

Operating agreements are required in Florida and are important to laying the foundation of a properly run business. An operating agreement sets guidelines for the way your business operates now and into the future. Common details in an operating agreement include the following:

• Basic contact details: The name of the LLC, the address of the principal business location and often, the registered agent address.
• The business purpose: This is a basic one sentence description of what kind of business your LLC will do, and is often a very general description, which creates a bit more flexibility as the business matures.
• Tax structure: Often this indicates the way the LLC will choose to be taxed. The main options are to be taxed as a sole proprietor or a partnership ( both pass through options ) or to be taxed as a corporation ( which requires an S Corp Election to be filed )
• Ownership and management: This section lays out the general rules about how the business will operate day to day. This refers to step 3, where you determined whether your business would be "manager managed" or "member managed". As mentioned before, member managed is the default and the most common choice. If you are unsure, member managed is a pretty safe bet.

Nearly all industries require a license from the State of Florida. All businesses are required to file for a general business license or permit. If you plan on operating your business in multiple cities, you will need to apply for a business license in each location. In addition to the general business license, some additional permits may be required, which may need to be filed with the county or the state.

Two licensing agencies for skilled trades for Florida LLCs to know about include the Department of Business & Professional Regulation (DBPR) Opens in a new tab and the Department of Agriculture and Consumer Services (DACS) Opens in a new tab.

You can learn more about the specific licenses applicable to your business by checking with the city offices where you will conduct business, or by using MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all of the licenses required by your business and provide you with the information you need in order to file.

An EIN (also called a Federal Tax Id) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is far less sensitive. It is important to wait until the LLC has been approved by the state before applying, and for that reason, filing for an EIN is one of the last things to do when you are setting up a business.

Like a social security number, the EIN allows you to:

• Open business checking, savings, or investment accounts
• File taxes for the business
• Complete payroll for employees if applicable
• Obtain lines of credit and credit cards, as well as "build credit" for your business
• Apply for applicable business licenses when required.

You only need a few pieces of information to file including your mailing address and legal business name. You can apply online with the IRS by downloading IRS Form SS-4 (PDF)(116 KB), or work alongside a third party organization like MyCorporation to complete an EIN application.