Chapter 608 of the Florida Statutes sets out state law requirements for Florida limited liability companies (LLCs). An LLC is a hybrid business entity that has characteristics of both corporations and sole proprietorship/partnerships. Florida law requires that the members (owners) of an LLC registered in that state keep certain records.
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Florida LLCs must keep records of personal information at their primary office. This information includes full names and addresses of all members, managers, the resident agent and any managing members. Members in an LLC are basically the owners (or equivalent to shareholders in a corporation). However, because an LLC is a hybrid business entity, members (unlike corporate shareholders) can also manage the corporation. Therefore, some or all members may be managing members. On the other hand, LLC members can hire non-members to manage the company.
Department of State Filings
Florida LLCs must keep a copy of all filings with the Florida Department of State. These records include the LLCs' articles of organization, any certificates of conversion, copies of powers of attorney, and any other documents the LLC filed with the Department of State. Florida law does not require that an LLC draft and execute an operating agreement. An operating agreement basically states the company’s internal rules for management, governance and profit-sharing. If an LLC has a current operating agreement, the members must keep a record of it at its primary location.
The Florida LLC members must retain all tax records for the previous three years. This requirement includes documents and returns for federal, state and local income taxes. LLC members can elect whether to be taxed as a corporation or sole proprietorship/partnership. Regardless of which tax treatment the LLC elects, it must maintain its income tax records for three years.
Florida LLCs must keep records of all financial statements for the previous three years. These records may include the amount of cash the LLC has on hand, the value of any of the LLCs assets or property, and the amount each member contributed or will contribute in money or services to the LLC. Finally, the LLC must maintain documentation setting forth the procedures by which the LLC would dissolve and how the members would wind up its affairs.
Please contact a qualified attorney licensed to practice in Florida to find out what obligations, if any, you may have with regard to Florida LLC record-keeping requirements. This article should not be construed as legal advice. It is for educational purposes only.