Follow our free guide to form an LLC in Florida
- Pros and Cons of Forming an LLC in Florida
- Starting Your Florida LLC
- Maintaining Your Florida LLC
- Additional Florida Resources
Starting an LLC in Florida is a process with multiple steps. Our comprehensive guide is divided into two main phases, detailing every part of the Florida LLC formation journey.
Pros and Cons of Forming an LLC in Florida
Large and Diverse Population Base
As the third largest state in the nation, Florida offers a potential customer base of 21 million residents, with more people coming every year. In fact, Florida’s recent growth rate of 1.56% exceeds both Texas and California.
No Corporate or Franchise Taxes
Florida does not impose any corporate or franchise tax on LLCs. The only taxes owed on the LLC’s revenue is the personal income tax paid by the members.
Among the Top States for New Businesses
Florida consistently ranks in the top ten states for starting a business—low unemployment, low taxes, numerous tax deductions for businesses, and a stable overall economy are the chief contributing factors.
Less Privacy for Owners
Florida is among the states that require full disclosure of an LLC’s members in the incorporation paperwork.
Rising Crime Rate
In both violent and property crimes, Florida’s statistics are higher than the national average. According to recent reports, the percentage of violent crimes tops the U.S. average by 16%; crimes against properties is only slightly higher (4%).
Cost of Doing Business
- $125 Filing Fee/ $139 Annual Report
- No Corporate or Franchise Taxes
Phase One: Starting Your Florida LLC
Starting an LLC in Florida may seem like a complex process, but you will find that forming your new business is actually fairly easy when you know the correct steps to take:
- Step 1: Name your LLC
- Step 2: Establish Ownership of your LLC
- Step 3: Decide on a Registered Agent
- Step 4: File the Articles of Organization
- Step 5: Create your Operating Agreement
- Step 6: Register for an EIN
Step 1: Name Your Florida LLC
Before you do anything else, you need to name your Florida LLC. there are a few state and federal regulations and restrictions concerning business names.
Business Name Guidelines
- The official name of your business must end with: Limited Liability Company, Limited Company, LLC, or L.L.C.
- Your business name cannot be intentionally misleading to consumers
- The name of your new LLC must not be similar to another organization’s name/trademark
- “Lottery” and “Bank” are ineligible for use (any state)
- Terms that represent educational or Veterans’ organizations are restricted
- Terms related to the Armed Forces or civil servants (police, EMT, fire)
LLC business names associated with government and/or financial entities are not always restricted - it depends on the state. Additional paperwork may be required.
Create an online presence for your Florida LLC by selecting a domain name for the website. You can check domain name availability at a number of online web services sites.
Step 2: Establish Ownership
The owners of an LLC are known as members and managers. All LLCs will have members, but only some LLCs also have managers — the difference depends on the management structure of the business.
LLC Management Structures:
- Member-managed: All members handle the operating and decision-making for the LLC
- Manager-managed: An appointed manager oversees the daily operations of the LLC and the members are not actively involved.
Florida LLC Member Guidelines:
Required Number of Members
There must be at least one member or manager to form an LLC in Florida.
Member Disclosure Requirements
All managers/members of the LLC must be included in the Articles of Organization/Certificate of Formation.
LLC members in Florida may be of any age.
There are no residency restrictions imposed on LLC members in Florida.
Step 3: Find a Registered Agent in Florida
Selecting a registered agent for your Florida LLC is a must. In fact, your business cannot be official unless you meet this requirement.
What is a registered agent?
A registered agent is a person or business who is in charge of receiving all official government notices (including the Secretary of State) and service of process notices on behalf of the LLC.
Why do you need a registered agent?
Florida law requires you to appoint a registered agent so that the state government has a consistent contact person for your LLC.
What are the main requirements for a registered agent?
- The registered agent must have a physical address — not a P.O. Box
- The registered agent must be available during business hours
Who can be a registered agent in Florida?
- A Florida resident with a physical address
- An LLC or corporation that is licensed to conduct business in Florida
Can I be my own registered agent for my business?
You are legally allowed to be your own registered agent as long as you have a physical address in Florida.
Is being my own registered agent discouraged?
Since the registered agent’s name and address are publicly listed, LLC business owners who choose to be their own registered agent risk compromising their personal information.
Tip: Avoid the hassles and choose Swyft Filings to fill the registered agent needs for small businesses in Florida. Find more information here.
Step 4: File the Articles of Organization
Filing the Articles of Organization with the Secretary of State is the most necessary step to form your Florida LLC.
What is the Articles of Organization?
The Articles of Organization is a legally binding document that officially and legally creates your LLC when the document is filed with the state government.
Why do I need the Articles of Organization?
Your Florida LLC cannot be a legally recognized business without filing this document. Consider the Articles of Organization as part of your LLC’s foundation.
What information is included in the Articles of Organization?
- The name and address of the LLC
- The name and location of the registered agent
- The name of the members/managers of the LLC
- The effective date of LLC formation
Please Note: The registered agent must sign the Articles of Organization.
Additional Florida Filing Requirements — Professional Service Businesses
Florida also allows professional service businesses to form an LLC or corporation. There are not any particular regulations concerning the naming of the business.
The following professions are allowed to form a PLLC:
- Physicians and Medical Professionals
- Professional Counselors and Psychologists
- Architects and Engineers
- Social Workers
A few points to consider:
- All members of the LLC must be licensed in the profession of the business.
- The LLC is only allowed to provide services for which the business was formed.
- The members are still subject to whichever licensing boards govern the LLC’s profession.
Step 5: Create an LLC Operating Agreement
An LLC Operating Agreement is a valuable document for your Florida LLC. Even though it is not required by law, it is still necessary to the continued success of your business.
What is an LLC Operating Agreement?
The LLC Operating Agreement is a legal document that identifies operating procedures by detailing the roles of each member/manager and laying out the details of their responsibilities and voting rights.
Why do I need an LLC Operating Agreement?
The LLC Operating Agreement is needed because it creates structure for the business by defining the roles of the members and providing direction for the LLC’s operations. By having a plan laid out, the agreement also reduces the likelihood of disputes and lawsuits in the future.
Do I need to file the LLC Operating Agreement?
You do not need to file the Operating Agreement with the state; it is for the benefit of your LLC and remains in-house.
What goes into an LLC Operating Agreement?
There is no rule for the set-up of your LLC Operating Agreement; however, most documents include the following information:
- List of the members/managers and their roles
- Designation of authority in the LLC
- Initial capital contributions of the members
- Voting designations and percentages of the members
- Member transfer/addition rules and restrictions
- Distribution of profits
- Meeting schedule
Tip: Get a customized LLC Operating Agreement for your small business with Swyft Filings. Add structure to your LLC now.
Step 6: Register for an EIN
Most Florida businesses must register for an EIN. Your Florida LLC will not be able to conduct business without this ID.
What is an EIN?
The EIN (Employer Identification Number) is a nine-digit number that is assigned to your business by the Internal Revenue Service (IRS). The EIN identifies your business with the government similar to a personal Social Security number.
Are all businesses required to have an EIN?
Federal law dictates that certain types of business entities register for an EIN:
- Any business with employees (even if owned by one person)
- Any business with more than one member
- A partnership (LLC or C-corp)
Please Note: A sole proprietorship is not required to have an EIN, but it is still recommended.
Why does my LLC business need an EIN?
The more common reasons you would need an EIN are:
- To hire employees
- To open a bank account in the U.S.
- To file your company’s taxes
- To pay independent contractors
In short, if you make money through your business and hire employees, you must have an EIN.
Is the EIN publicly listed?
The EIN for your LLC will be part of public record.
Can I use my Social Security Number as the EIN?
If you are a sole proprietorship who wants an EIN for your business, you can elect to use your social security number; however, your EIN is part of public record.
Swyft Filings offers EIN services for small businesses in Florida. Find more information here.
Phase Two: Maintaining Your Florida LLC
Once the first phase of creating your Florida LLC is complete, the next part of the process involves steps that will get your business ready for operation.
- Step 1: Register for the necessary taxes in Florida
- Step 2: Apply for the required permits and licenses
- Step 3: File the Annual Report for your LLC
- Step 4: Request a Certificate of Good Standing
Step 1: Register for Florida State Taxes
Florida is very tax-friendly for LLC businesses:
- No corporate tax
- No franchise /gross receipts tax
- No state income tax
LLC members are only required to pay federal income taxes on their earnings. Members may also be subject to a federal self-employment tax of 15.3%.
Corporate Tax Information
You can also choose to have your LLC taxed as a corporation; if so you will be responsible for paying the corporate income tax rate of 5.5% on your business’s net income.
Additional Tax Information
Other taxes your LLC may need to pay:
- Sales Tax at 6%
- Employee Withholding Tax
- Unemployment Tax
Step 2: Obtain Business Licenses and Permits
The licenses and permits required for an LLC in Florida can vary, depending on a number of variables:
- Location (city and county)
- Type of Business
Tip: If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.
Step 3: File an Annual Report
All businesses formed in Florida must file an annual report with the Secretary of State.
What is an annual report?
An annual report is a legal form that is designed to keep your business’s information current with the state and is filed with the Secretary of State on a periodic basis.
What kind of information is in the annual report?
The information requested in the annual report is similar to what was listed in the Articles of Organization:
- The name and address of the business
- The name and address of the registered agent
- The names of the members
- The business’s EIN
Is the annual report part of public record?
Your LLC’s annual report is a matter of public record.
Fees and Due Date
Due Date: May 1
Implications of Late Filings: $400 late fee
Swyft Filings helps you stay compliant by providing stress-free solutions. File your annual report with us today.
Step 4: Request a Certificate of Good Standing
Your Florida LLC has one last step before being ready for business — requesting a Certificate of Good Standing.
What is a Certificate of Good Standing?
The Certificate of Good Standing is a state-verified notification that confirms your newly formed business is legal and in compliance with all state regulations.
Who issues the Certificate of Good Standing?
The Certificate of Good Standing is generally issued by the Secretary of State.
When can I request a Certificate of Good Standing for my business?
You can submit a request for a Certificate of Good Standing after your LLC is officially formed through the Secretary of State.
Why do I need a Certificate of Good Standing?
Many businesses and financial institutions want proof that your LLC is in good standing with the state government. Your business may even lose out on business deals without this certification.
Additionally, some states require a Certificate of Good Standing before a business can apply for Foreign Qualification.
Does the Certificate of Good Standing have an expiration date?
The Certificate of Good Standing does not expire/does not need to be renewed.
Swyft Filings can create a Certificate of Good Standing for your Florida LLC. Click here for more information.