How to Form an LLC in Florida
By Barry Solomon
, last updated July 22, 2011
If you want to form a Limited Liability Company in the State of Florida, the Florida Department of State, Division of Corporations provides you with all the details as to how to do so. Pursuant to Chapter 608 of the Florida Statutes, you must include all information relevant to the LLC in the Articles of Organization, which must be filed in English and either typed or printed legibly. A limited liability company provides a business structure that gives members the liability protection of a corporation but with much more flexibility. Distributions from a regular corporation must be made proportionate to the equity that each participant owns. In an LLC, distributions can be made without respect to proportionate ownership. Thus you can give investors a greater initial distribution without giving up as much equity as you would in a regular corporation. The name of your limited liability company must be distinctive and you must do a search of the records of the Florida Department of State at www.sunbiz.org to insure that it is not taken. Even though you can follow the guidelines on the site, it is advisable that you get the proper legal and accounting advice to insure compliance with all statutory requirements.
The Articles of Organization must set forth the following:
Article I is simply the name of the limited liability company and must end with the words "Limited Liability Company", the abbreviation "L.L.C.", or the designation "LLC". Article II is the mailing address of the principal office of the LLC. Article III must indicate the name and Florida street address of the LLC's registered agent, who must sign off that he or she is familiar with and accepts the obligations of the position. Article IV provides the name and address of each Manager or Managing member. And Article V must give the effective date for the LLC. This can be any date beginning no more than five days before the filing and going to no more than ninety days after the filing. This is the date at which the LLC comes into existence and will be used to determine tax year obligations.
On January 1st of the following calendar year, you will have to file the LLC's first annual report form. You must file an annual report every year in order to maintain active status for your LLC. The fee that accompanies this filing is $138.75, but there is an additional $400 late fee if the report is filed after May 1st.
The Articles must be signed by at least one authorized member under the penalties of perjury that the facts, as stated in the articles, are true. There is a filing fee of $125 made payable to the Florida Department of State for the Articles of Organization and designation of the registered agent that must be paid at the time of the filing. The state will issue a letter of acknowledgment. You need to submit a cover letter with your name, address, and daytime telephone number along with the articles of organization and the check.