Florida Limited Liability Company Regulations

by Holly Cameron

A limited liability company (LLC) can offer the tax advantages of a partnership combined with the limited liability of a traditional company. It is a flexible form of business entity and can be organized with a minimum of one member. In Florida, LLCs are regulated by the Florida Limited Liability Company Act, contained in Chapter 608 of the Florida Statutes. The Act is administered by the Corporations Division of the Secretary of State, also known as Sunbiz.

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Name

Every LLC registered in Florida must contain, as the last words of the name, the words, “Limited Liability Company,” “Limited Company” or the abbreviations “L.L.C.,” “L.C.,” “LLC” or “LC.” The word "limited" may be abbreviated to "Ltd.," and the word "Company" may be abbreviated to "Co." The company name must not imply that the LLC is connected with a government agency and it must be clearly distinguishable from that of any other LLC or business entity registered in Florida. It is possible to check the validity of any proposed company name in advance with the Corporations Division.

Articles of Organization

Organizers of an LLC must file Articles of Organization with the Corporations Division. The Articles must set out the name of the company and the names and addresses of the organizers. They must also stipulate the name of the registered agent and the LLC’s principal place of business. Articles of Organization can be filed online.

Operating Agreement

An operating agreement is not required by law, but many LLCs find such an agreement useful in setting out the rights and liabilities of members and the duties of the managers. The operating agreement is often appended to the Articles of Organization.

Registered Agent

Every LLC registered in Florida must appoint a registered agent and details of the agent should be set out in the Articles of Organization. The agent should sign to signify that he accepts the appointment. A registered agent may be an individual or a business entity authorized to conduct business in Florida. Each LLC must maintain a registered office in the state.

Continuing Obligations

Each LLC must file an annual report with the Secretary of State. The annual report should list the name of the LLC, its date of organization, its registered office and registered agent. In addition, it must list the managers and members. Copies of recent tax returns and financial statements should also be filed. These details should also be kept for inspection at the registered office of the LLC.