If you’re looking for a reliable DIY guide for starting an LLC in Florida, look no further. Below you’ll find all the information you need to launch your business and handle any associated costs. Follow each step carefully and your LLC will be established and ready to hit the ground running.
That said, the process can be complex, with various filings and costs, so if at any point you need help, you can hire an LLC formation service – they’ll take care of the paperwork so you can spend more time growing your business.
Recommended: Compare the Top LLC Services
If you’re new to the process of starting an LLC, you might also be unfamiliar with the LLC formation services that are reliable and offer great value – like ZenBusiness. As a reference point we compared them to the two most well known LLC formation services, IncFile and LegalZoom. See our comparison guides for more information:
Step 1: Name Your LLC
What’s in a name? Quite a bit, actually. Your business name is your Florida LLC’s identity, its personality, its reputation. Find a name that sticks in customers’ minds – while conveying your brand qualities – and you’ve struck gold. A unique, memorable name can draw in new customers and keep existing ones coming back.
Your LLC name is going to appear everywhere: business cards, marketing collateral, websites, legal contracts, bank accounts, invoices, directories, and much more. So be sure that it conveys your product, service, brand, and values.
While you can (and should) be creative with your business name, there are certain state requirements that it must follow.
This means that your name must include the terms “Limited Liability Company,” “LLC,” or “L.L.C,” and it needs to completely distinguishable from all other business names registered with the Department of State.
If you find out that your name is already taken, you may want to distinguish it without discarding it entirely. As you approach this task, remember that changes to the following elements will NOT be enough to make your name unique:
- Business type indicators like LLC, Corp., L.L.C, or Inc.
- Definite and indefinite articles (“a,” “an,” and “the”)
- The word “and” as well as the ampersand symbol (&)
- Singular, plural, and possessive forms of the same word
- Punctuation and symbols
In short, you must make substantial changes or rearrangements to the name’s key words to successfully distinguish it.
Consider this: your friend Fanny wants to open a flower shop in Tampa Bay, Florida. The name she wants, Flowers by Fanny, LLC is already in use. So she comes up with a new one: Fanny’s Florals and Design, LLC. This name is similar to the original but includes new words, distinguishing it in the Department of State’s records.
Determine the Name is Available
Of course, you will only need to make distinguishable changes if your name is already taken. Don’t make the mistake of ordering business cards, creating advertisements, and using a name on documents like the Articles of Organization without first confirming it’s available. Use the Department of State’s Business Search to see if there’s an existing business using your desired name.
Maybe you pegged a distinguishable name right away, or maybe it took some modifications, but either way, once you have a unique name, you’re good to go.
You may have come up with a clever, creative name, and now you’re worried someone might take it. Unfortunately, the Florida Department of State does not offer name reservations, but once you use that name on the Articles of Organization, it will be locked in and unavailable to anyone else.
Step 2: Choose a Registered Agent
Fanny’s LLC is quickly taking shape, and if it’s going to operate in Florida, she’ll need a go-between for state and legal communications. This is called the registered agent.
A registered agent is a key component of your budding LLC, handling all of its sensitive communication with the state so you don’t have to. The Department of State website defines this position as “the individual or legal entity that will accept service of process on behalf of a business entity is a registered agent.”
Taxes, lawsuits, maintenance requirements, and more – the registered agent takes care of it all. If you had to do this yourself, it would pile additional tasks onto your already-full plate. Plus, your agent makes your business available to receive documents even when you’re out of town or away from the office. This is especially important if your physical office is outside Florida.
But maintaining an agent isn’t just a convenience, it’s required. According to Florida Revised Statute 605.0113, “each limited liability company and each foreign limited liability company that has a certificate of authority under s.605.0902 shall designate and continuously maintain in this state: (a) A registered office, which may be the same as its place of business in this state; and (b) A registered agent.”
You have two options for who can serve as a registered agent: an individual or a company.
Individual as Registered Agent
You may think that an individual registered agent would need specialized training or experience, but this isn’t the case. Anyone can serve as your registered agent, as long as they are a Florida resident with a physical address in the state who is at least 18 years old.
Quite often, third parties like attorneys, consultants, etc. are good options, as they understand the finer points of maintaining an LLC. But family members and friends are viable agents as well. You can even appoint yourself, provided you meet the necessary requirements.
Registered Agent Service
It can be a lot easier, though, to use an LLC formation service like IncFile or Northwest Registered Agent, so we highly recommend it. Not only will they take care of business formation requirements, but they’ll also include a free registered agent service. Or, if you’d rather start your Florida LLC on your own, you can use a national registered agent service to cover your agent duties.
During the life of your LLC, you may, at some point, need to change your registered agent. Perhaps you want to switch from an individual to a professional service, or maybe your existing registered agent resigns. Either way, you’ll want to make the change as soon as possible because operating without an agent on file can lead to administrative dissolution.
Step 3: File the Formation Documents with the State
This is where the LLC formation process kicks into high gear. Let’s check back in with Fanny.
She’s reserved her unique business name, designated a registered agent, and she’s ready to get her LLC off the ground. It’s time for Fanny to take on the most important LLC document: the Articles of Organization. This filing creates a record for Fanny’s Florals and Design, LLC with the Florida Department of State, giving it the authorization to commence business in the state.
When your LLC is ready to take off, the next step is to file the Articles of Organization, and you can do so online, by mail, or in person. Regardless of which option you choose, the filing costs $125. All three options are equally valid, so you can select the one that best suits your timeline and preferences.
To submit your application online, access the Department of State’s e-Filing portal. From there, you can complete the entire document and make your payment.
Hard Copy Filing
Download the paper application here, fill it out, and print it. Hard copy filings must include a cover letter containing your name, address, and daytime telephone number, so complete and print that as well. Before you send everything off, make sure you include your payment via check or money order, payable to “Florida Department of State.” Then, mail it to:
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Or, if you live in Tallahassee, you can hand-deliver your documents and payment instead by dropping them off in the Clifton Building at 2661 Executive Center Circle.
Both online and hard copy filings are processed in the order that they are received, so processing times vary depending on the volume of documents in the Department of State’s queue. But you don’t have to sit there wondering when your LLC will be official. Check out this consistently-updated table of processing times to see when your form will be filed.
Step 4: Create an Operating Agreement
The operating agreement is the framework that holds up an LLC, the vital underpinning that establishes processes for its procedures, activities, and conduct. Essentially, it serves as your company’s bylaws.
Your LLC is not required by any Florida statute to adopt an operating agreement. That said, the agreement is perhaps the most important document to your business’ stability and success. It entrenches efficient and custom procedures, protects your legal assets, and legitimizes your LLC in front of banks, courts, government agencies, and more.
Let’s say our friend Fanny sells a percentage of her company to two other owners. Her operating agreement could stipulate how the LLC’s assets would be distributed among them in the case of dissolution. But if she decided to maintain sole ownership, the agreement could be used in court as evidence that the LLC’s assets are separate from her personal ones. These are just two examples, but the operating agreement governs everything from member duties to tax structure.
If you’ve decided to draft an agreement, there are two ways to go about it:
- Write it yourself. Don’t be intimidated by this option. There are plenty of free online templates that serve as helpful guides. You can create an effective document from most of the templates out there, but we recommend this one, courtesy of Northwest Registered Agent. It’s got everything you need to draft a solid agreement.
- Hire an attorney. If you want to be absolutely sure that you don’t miss any important details, an attorney can write or review the agreement for you, ensuring that it complies with state law, includes all necessary information, and avoids the state’s default laws.
What are default laws?
Each state has its own set of generic, baseline laws for how LLCs should operate. These laws, however, only govern matters not included in your operating agreement. Take dissolution, for example. If your LLC ever dissolves, your operating agreement would determine what happens to its remaining assets and debts. But if you fail to include it in the agreement, the state will make that decision for you.
Because default laws are broad and not tailored to your specific business, they often aren’t in your LLC’s best interest, so it’s best to avoid them by being as comprehensive as possible in your agreement.
Step 5: Get an EIN
There’s simply no way to avoid taxes. In fact, it’s illegal to try, so don’t do it.
Federally, LLCs are classified as “pass-through” entities, businesses that don’t file corporate tax returns, but whose owners include income and losses on their individual returns. Still, there are certain circumstances that require LLCs to pay federal taxes, like classifying as a corporation or partnership, hiring employees, or selling merchandise. So, in Fanny’s case, if she plans on hiring additional florists and selling bouquets, she will need to apply for an EIN.
The Employer Identification Number (EIN) is a nine-digit number that the IRS will use to identify your company’s tax accounts, so if you pay any business taxes, it’s extremely important to have one. Click the “Do I need an EIN?” link on this page to see if you fall into this category. If so, apply for an EIN one of three ways:
Need to get this done quick? File online – it’s by far the most efficient method. You can only complete the process between 7 a.m. and 10 p.m. EST, Monday through Friday, but you’ll receive your number immediately upon finishing the digital form. Keep in mind that you will need to provide a valid individual taxpayer number (like a Social Security Number) as part of the process.
You might prefer the feel and security of a paper form. In this case, download Form SS-4, complete it, and fax it to (855) 641-6935. You will receive your EIN within four business days.
Or, there’s always trusty postal mail. However, this is the slowest option, as processing typically takes around four weeks. If that doesn’t deter you, fill out Form SS-4 and send it to:
Internal Revenue Service Operation
Attn: EIN Operation
Cincinnati, OH 45999
Okay, so you’ve filed the Articles of Organization, designated a registered agent, adopted an operating agreement, and filed for an EIN. Time to start doing business, right? Sorry, there are a couple of additional steps you may need to take first. But don’t worry, you’re almost there!
Step 6: Taxes, Licensing & Income Reporting
For all intents and purposes, most LLCs will be official after completing all the prior steps. Still, it’s important for business owners like Fanny to keep looking ahead, as there are certain maintenance requirements to keep a Florida LLC running smoothly and in good standing with the state.
Before you start doing business, create a plan for the following potential LLC requirements:
As mentioned earlier, LLCs are almost always classified as “pass-through” entities, which means that they don’t pay income taxes directly to the federal government. That responsibility falls instead on the owners, who must include business income and losses on their personal 1040 tax returns and/or Schedule C. LLCs are flexible with tax structure, so you can choose to have yours taxed like a corporation instead. In this case, it would need to file a separate corporate tax return.
Florida does not impose a personal income tax, so LLC owners will not need to report business income or losses on personal returns. And the state doesn’t require its LLCs to pay a “franchise” or “privilege” tax either. So, your state taxes will likely be quite simple.
But you’re not in the clear just yet, because there are other circumstantial business taxes your LLC might owe if it meets certain conditions. Do you sell merchandise? If so, your LLC will be responsible for Sales and/or Use Taxes. Do you hire employees? Then your LLC will need to pay an Unemployment Insurance Tax. Register for any of these through the Florida Department of Revenue.
Plus, depending on your LLC’s location, it may owe a local tax to its city, municipality, or county. Consult your local government’s website to find out.
The Articles of Organization may have already made your business legitimate, but your LLC might still need to obtain a license before doing business. This all depends, however, on the type of business you run.
Take our friend Fanny, for example, who may need to register with the Department of Agriculture and Consumer Services before opening her flower shop’s doors in Florida. To find out if your LLC requires any particular licenses, visit the Department of Business and Professional Regulation website.
Certain cities and counties require their own specific licenses/ permits on top of any state ones, like building permits, occupational permits, or health permits. Be sure to check your county or municipality’s website or contact the local government to find out.
Once you’ve taken all the steps to start your LLC, you’ll be off and running, making deals and growing the company. But when things are moving 100 miles per hour, don’t forget that Florida requires all of its businesses to submit one important recurring filing: the Annual Report.
This is how the Department of State keeps its business records current and accurate. So, by May 1 every year, your LLC will need to submit its Annual Report online through Florida’s e-Filing portal.
The electronic form requires a document number, which will be included in an email reminder sent out before the Annual Report due date. MIsplaced that email? No sweat. Just find your LLC using the business search tool and your number will be listed there.
Filing the Annual Report will cost you $138.75, and make sure you don’t miss the deadline because late submissions will incur a $400 fee. And if you still haven’t filed by the third Friday in September, the state can dissolve your LLC. You can make this payment using a credit/debit card, a prepaid Sunbiz e-file account, or a check accompanied by a payment voucher.
Processing time varies depending on the Department of State’s filing volume, but you can check current wait times here.
And we’ve come to the end. It’s a long process, and not always easy, but the reward is well worth it. If you’ve made it this far, congratulations! Your Florida LLC is ready for takeoff. So go ahead and start with that big sale, promotional campaign, or business deal. Maybe you’ll see Fanny out there in the business world, selling her beautiful floral creations.
Need Help Creating Your LLC?
If you even skimmed this guide to look over the steps, you likely got a sense of how many moving parts there are when starting an LLC. Can you do it all yourself? Absolutely. We have complete confidence in you.
But if you’d rather hand it off to someone else and not have to worry about it again, we recommend using an LLC formation service. This way, you can go about your other business responsibilities with the confidence that everything will be submitted correctly and punctually.
Plus, an LLC formation service can handle maintenance items like Annual Reports, so you can take them off your to-do list. And on top of that, many services also provide a registered agent.
Sound good? Whether you know that you’ll need an LLC service or you’re just exploring your options, take a look at IncFile and Northwest Registered Agent. These are two of the top services available. And you can take our word for it because we’ve done a whole lot of research on the topic.