This guide assists you in forming your own company (a limited liability company or LLC) in Florida, step-by-step.
- Step 1: Name your LLC
- Step 2: Select a registered agent
- Step 3: File the Florida LLC Articles of Organization
- Step 4: Get certified copies of your LLC formation documents
- Step 5: Create an LLC operating agreement
- Step 6: Get an EIN (Employer Identification Number) from the IRS
- Costs to set up an LLC in Florida
Step 1: Name your LLC
The Secretary of State imposes several must-follow requirements for naming a registered business.
The business name must end with Limited Liability Company, LLC, or L.L.C.
The next requirement is that the business name cannot be too similar to another one on file with the Florida Division of Corporations. The Division will check when you file the Articles of Organization.
Another consideration is the names of businesses in other states. While the name may not be taken in Florida, it may be a registered brand name in another state. It’s more of a consideration if planning to do business across state lines.
The final consideration is trademarking.
Upon registration with the Florida Division of Corporations, your selected LLC name becomes the formal legal name of your business. However, this differs from having the legal right to use that name to sell products or services. Confusing?
That’s because a legal business name isn’t the same as a trademarked product name. For example, Nestle is a company business name. But the product name Nesquik is a trademark name registered by Nestle. And this prevents others from using it.
If you want to establish a similar arrangement, conduct a simple search for a trademark on the USPTO website. Then look into the process of registering a trademark.
Step 2: Select a registered agent
Every corporation, LLC, or limited partnership registered in Florida has to list a registered agent.
You can choose to serve as your own registered agent in Florida.
A registered agent is an authorized representative (a person or business entity) that will receive service of process on behalf of the business. An example of this could be from a lawsuit or summons.
The designated entity or person must have an active Florida filing or registration. The address associated with the registered agent must be a street address (a P.O. box is not accepted).
The LLC cannot serve as the registered agent, but an individual associated with a business is acceptable. A business set up outside of Florida (foreign entity or foreign LLC) but that does business in Florida must also have a registered agent. Or hire a registered agent in Florida for $50 and $300 per year. If you need to change this information, you need to notify the Division of Corporations and pay a $25 fee.
Step 3: File the Florida LLC Articles of Organization
The Articles of Organization are a legal document containing important information about the formed business entity. This document officially registers the LLC as a legal entity with the state.
The information needed to complete this document includes the following:
- LLC name
- Principal place of business
- Mailing address
- Name and address of the registered agent
- Email address
- Name and address of the person(s) authorized to manage the LLC
The filing fee for the Articles of Organization is $125, which includes the registered agent initial filing. You can pay it via debit card (Visa or MasterCard), credit card (Visa, MasterCard, American Express, or Discover), or prepaid Sunbiz e-file account.
It will take between two and five business days after submitting your Articles of Organization for them to be approved by the state. You’ll receive an email confirmation of approval. Or if you mailed them, your confirmation arrives in the mail.
Step 4: Get certified copies of your LLC formation documents
The Articles of Organization provides an option to include a certified copy of the Articles of Organization ($30) and a Certificate of Status ($5). The Certificate of Status shows that the LLC is active, paid initial filing fees, and is current on its annual report filings. Neither are necessary, but some banks and governmental agencies require them. Plus it's a good idea to have them for your business records.
Step 5: Create an LLC operating agreement
Preparing an LLC operating agreement is a crucial step in company formation.
This document outlines the rules and structure for your newly minted business. California, New York, Missouri, Maine, and Delaware are the only states that require written operating agreements upon LLC formation.
Florida doesn't require one. But it’s highly encouraged to draft an operating agreement if you have several LLC members.
Without an operating agreement, the state’s default LLC rules apply.
Important items to include in the LLC operating agreement are:
- Equity structure,
- Voting rights, and
- Dissolution provisions
While LLC operating agreement templates are available online for free or cheap, it’s better to hire an attorney to draft a custom operating agreement. By doing so, you’ll ensure all relevant clauses are included.
The cost to have an attorney draft the LLC operating agreement can range from $350 to $5,000, depending on the number of members.
Step 6: Get an EIN (Employer Identification Number) from the IRS
An EIN is a unique, nine-digit number that identifies your business for tax purposes. Unless your LLC doesn't need one, you’ll need to apply for it on the IRS website.
There’s no cost to obtain an EIN with the IRS. But you must complete the filing in one sitting. You’ll receive the EIN immediately after completing the application. It can be downloaded and saved to your computer.
With the EIN, a small business owner can now apply for a business license, open a business bank account, and pay applicable business and payroll taxes.
Costs to form an LLC in Florida
The baseline cost to register an LLC in Florida is $125. But you’d likely incur extra fees.
Here’s a sample calculation to better illustrate the costs:
Lana plans to open a new food truck business. The business name she’s decided on is Lana’s Munchies LLC.
- Name reservation fee (optional, one-time cost) – $25
- Filing Articles of Organization and registered agent fee (mandatory, one-time cost) – $125
- Hiring a registered agent service (optional, estimated annual cost) – $100
- Fictitious name registration (optional, renew every 5 years) – $50
- Legal fees (optional, one-time cost) – $1,000
- Business permit (some industries require one) – $100
- Annual report – $138.75
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