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What are the requirements to form a Limited Liability Company (LLC) in Florida?

Picture of Chris Battis By   ·  1 minute read

To form a Limited Liability Company (LLC) in Florida, the following requirements must be met:

  1. Name Reservation: Firstly, before forming an LLC, a unique name for the company must be reserved with the Florida Department of State Division of Corporations. The name must comply with Florida's naming requirements, which prohibit certain terms and phrases that could be misleading to the public.
  2. Articles of Organization: The next step is to file Articles of Organization with the Florida Department of State. This document lists the name of the LLC, its purpose, and the names and addresses of its members. The Articles of Organization must be filed online, and there is a filing fee of $100.00.
  3. Registered Agent: Every Florida LLC must have a registered agent, who is responsible for accepting legal documents on behalf of the LLC. The registered agent must be a Florida resident or a company authorized to do business in Florida.
  4. Operating Agreement: Although not required by law, an LLC should have an operating agreement that outlines the ownership structure, management rules, and the rights and responsibilities of the members. The operating agreement is crucial to avoid misunderstandings and disputes among members.
  5. Federal EIN: If the LLC has more than one member or employees, it must obtain a Federal Employer Identification Number (EIN) from the Internal Revenue Service (IRS).
  6. Taxes: An LLC is not taxed as a separate entity by the IRS. Instead, profits and losses are "passed through" to the members, who report them on their individual tax returns. However, LLCs in Florida are subject to a state-level tax of 5.5% on their net income.

In summary, to form an LLC in Florida, the steps include reserving a unique name, filing Articles of Organization, appointing a registered agent, preparing an operating agreement, obtaining a Federal EIN (if required), and considering the tax implications of forming the LLC. It is recommended to consult with an experienced attorney to ensure compliance with all legal requirements and to customize the operating agreement to the specific needs of the LLC.

Note that this advice is general in nature, and there may be exceptions or limitations depending on the specific circumstances of each case. It is important to seek the advice of a licensed attorney for legal advice tailored to your situation.