Florida LLC Laws

By Joe Stone

Florida enacted its first LLC laws in 1982 and they were restated in new legislation passed in 1999, known as the Florida Limited Liability Company Act. The restated laws were in response to then-recent changes in federal and state tax laws. The act provides for the formation of domestic LLCs and professional service LLCs, as well as registration of LLCs formed outside of Florida, called foreign LLCs. The Florida Department of State oversees enforcement of the act and provides online services and information to facilitate the compliance of business owners. Owners of an LLC are known as members.

Domestic LLCs

Florida LLC law requires filing articles of organization with the department of state to bring a domestic LLC into existence. The minimum information required for the articles includes the LLC name, its principal business and mailing address, and the name and address for the LLC’s registered agent, managers and manager-members. The registered agent must also sign the articles, consenting to the duties of agent, which are accepting legal documents on behalf of the LLC. The members organizing the LLC must also sign the articles.

Professional LLC

Florida LLC law also authorizes the formation of a professional limited liability company, or PLLC. To qualify to form a PLLC, if there is more than one member, all members must be authorized to render the same professional services such as legal or medical services. The members may be comprised of a group of individuals, professional services corporations or other PLLCs in any combination of the three groups. Qualified members form the PLLC in the same manner as a domestic LLC.

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Foreign LLC

An LLC formed in another state or country, or foreign LLC, cannot engage in business in Florida without a certificate of authority from the department of state. The application for the certificate requires certain information: foreign LLC name, the state or country where it was formed, date of formation and duration, principal place of business in Florida, name and address of Florida registered agent, name and address of and managers or manager-members, and business purpose. The consequences for failing to obtain a certificate of authority include payment of back fees, penalties and interest, as well as being precluded access to Florida courts.

Corporations Division's Online LLC Services

The Florida Department of State Division of Corporations provides a number of services online to facilitate formation of an LLC and other compliance with Florida’s LLC laws. For example, a pre-printed, fill-in-the-blank articles of organization with instructions is available for downloading and use. The articles can also be filed electronically through the division’s website. Florida LLC law also requires the filing of an annual report between January 1 and May 1 that provides current information on the LLC’s registered agent, managers and managing-members. You can also file this report online using the division’s website.

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Nevada LLC Filing Requirements

The Nevada Limited Liability Company Act -- Nevada Revised Statutes, Chapter 86 -- provides the filing requirements for forming a Nevada LLC, or limited-liability company. The act essentially requires that a document called articles of organization be filed with the secretary of state in order for the LLC to become a separate legal entity that can engage in business. The secretary of state’s office makes LLC forms and information available through its website.

Nonprofit Articles of Incorporation in Florida

The Florida Not for Profit Corporations statute controls the formation of nonprofits operating in the state. A new nonprofit must file articles of incorporation with the Florida Department of State to begin its corporate existence. The articles must comply with the state statute, which lists information that must be included in the articles as a minimum for the state to accept the document and optional information that can be included in the articles if the organizers want to limit the nonprofit's operating authority.

Washington State LLC Laws

Washington State enacted its LLC laws in 1995, called the Washington Limited Liability Company Act. The LLC laws authorize the creation of new LLCs in Washington State and permit LLCs formed in other states to conduct business in Washington State. The corporations division of the secretary of state’s office oversees implementation of the LLC laws. Additionally, the Washington Administrative Code sets forth rules and regulations established by the secretary of state regarding the practices and procedures of the corporations division pertaining to limited liability companies.

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