A Limited Liability Company (LLC) is a business structure chosen when filing for business formation with the state. An LLC comes with many benefits such as protecting its members (owners) from being held personally liable for business debts. Florida LLC formation can be achieved by following the easy step-by-step guide provided below.
Step 1: Name the LLC
Naming an LLC in Florida does come with a number of rules. Florida state requires that the following legal regulations must be met when registering an LLC name:
- The LLC name must be unique and may not be the same or similar to another business name registered within the state.
- The term “Limited Liability Company” or the abbreviations thereof (LLC, L.L.C.) must form part of the name. Licensed professionals can file for a PLLC (Professional Limited Liability Company), where the term or abbreviations must be part of the company name.
- The name must not contain any reference to government institutions.
- The name may not include any word that misleads the purpose of the business for example “bank” or “university”.
A business can also file for a DBA (Doing Business As) name, which may be different from the registered name.
Step 2: Appoint a Registered Agent
Florida Law requires an LLC to appoint a registered agent. This can be a business entity or an individual that receives any legal documents on behalf of the LLC. The registered agent must have a valid physical address in Florida and be available to receive documentation during business hours.
Step 3: File Articles of Organization
The Articles of Organization are filed with the Florida Division of Corporations in order to properly register the LLC. The document outlines important information regarding the LLC and the complete process can be done online. Information to include when filing the Articles of Organization are:
- The name and business address of the LLC.
- The registered agent’s name and address.
- The main purpose of the LLC.
- The management structure of the LLC.
- The names and addresses of LLC managers.
- An effective date that can be 5 days before filing or up to 90 days after filing.
- LLC member signatures.
The cost for filing the Articles of Organization is $125 and the processing period is approximately 2 weeks. The state will issue a certificate to confirm the legal registration of the LLC.
Step 4: Draft an Operating Agreement
Although not a legal requirement in Florida, an operating agreement will specify how the LLC will be managed as well as outline processes for financial and functional decisions. The operating agreement can prevent any legal disputes between members or managers. Without an operating agreement in place, Florida state courts will base any legal decisions on state law and not necessarily on the best interest of the LLC.
The following should be included in the operating agreement:
- General LLC information
- Management structure and voting powers
- Capital contributions and profit distribution
- Member responsibilities
- Dissolution procedures
The operating agreement can be tailored to suit the needs of the business.
Step 5: Obtain an EIN and Florida Licenses
An LLC can be registered with the federal government by obtaining an Employer Identification Number (EIN) from the IRS. In Florida an EIN is mandatory. The EIN enables the LLC to open a business bank account, hire employees, register for state and federal taxes as well as obtain relevant licenses and permits.
Florida requires several industries to obtain business licenses before they are allowed to operate. A list of professions that require licensing can be found on the Florida Department of State website. The list is searchable by occupation, making it easy to check whether a business license is required.
What Now?
Once the Florida LLC is registered and necessary licenses have been obtained, a business bank account can be opened in order to keep the LLC finances separated from the member’s personal finances. This will make tax filings a lot easier as well.
Finally, it is always a good idea to protect the business by obtaining business insurance and trademarking the LLC name and logo. Hiring an attorney that specializes in Florida business law can assist in making these processes easier.