Florida passed its current limited-liability statutes in 1999, and since that time small-business owners in the state have taken advantage of the state's fairly straightforward legal requirements and reasonable tax rates (including a lack of personal income tax). Forming an LLC in Florida requires a few simple steps.
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Forming an LLC in Florida
Select a name for your company. According to Florida statute 608.406, the name must contain “limited liability company” or “limited company” or one of several abbreviations: L.L.C., L.C., LLC or LC. The name may not imply that the company is a part of a state or federal agency and may not deceive the public as to the company’s purpose. You can carry out a name search online at the Florida secretary of state's website.
Draw up articles of organization. The articles must include the company name, mailing address of the principal office, and the name and address of the company’s registered agent. It must also include the names and addresses of all members and/or managers of the LLC. If one or more managers are operating the company, the articles must have a statement to that effect. The articles must be executed (signed) by at least one member of the company. You may also include an operating agreement with the articles, although it is not required.
Write a cover letter and file the articles of organization with the Florida Department of State, Division of Corporations. By check or money order, pay the filing fee of $125 (as of 2010), which includes the $100 fee for filing the articles of organization and $25 for the official designation of your registered agent. The mailing address is Corporate Filings, P.O. Box 6327, Tallahassee, FL 32314. The paperwork may also be presented at the physical address: Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301. You may file the articles online at the Department of State website.
Receive a letter of acknowledgment from the Department of State, which is issued free. The department issues certified copies of your articles for a fee of $30 and can also produce an official Certificate of Status for the LLC for a fee of $5.
Tips & Warnings
Florida law also requires that you file an annual report with the Department of State; the filing fee for this is $100.
If you list an effective date of your company's operations on the articles of organization, the date must be no more than five days prior or 90 days following the date of filing.
Any attorney or representative who prepares and files the articles of organization must be legally authorized by the members/managers of the LLC to do so.
You will also have to obtain an employer identification number (EIN) from the IRS if you have employees or partners who will be receiving income, royalties or salaries from the LLC.
References & Resources
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