Start an LLC in Florida

You’ll need to choose your business name before you register your LLC. Your LLC needs a name that isn’t confusingly similar to any other entity name in the state. Make sure your preferred name is available by using the Florida Division of Corporation’s Sunbiz entity search.

Florida LLC naming requirements

Per Florida’s Revised Limited Liability Company Act § 605.0112, your LLC name must:

• Contain the words “limited liability company,” “L.L.C.,” or “LLC.”
• Be distinct from the name of any other business active in Florida.
• Not suggest that the business is another kind of entity—like “corporation” or “limited partnership”—or a government agency.

Reserving a business name in Florida

There is no form to reserve a business name in Florida, but if you want to reserve your name in advance, submit a letter to the Secretary of State’s office with your name, address, and the business name you want to reserve, along with a $25 fee. If the name is approved, the state will reserve it for you for up to 120 days.

Getting a DBA “Doing Business As” name

On top of your LLC’s official name, you may choose to register a Florida DBA (aka a fictitious name). Fictitious names are like nicknames your business can legally use. For example, an LLC officially named Bernard Kirby Holdings LLC could also be a restaurant operating under the fictitious name “St. Petersburg Pizza Panopoly.” Florida requires any LLC seeking a fictitious name to do the following:

• Publish notice of your intention to register a fictitious name in a newspaper located in the same county as your registered agent.
• File a $50 Application for Registration of Name.

Reserving a domain name

It’s smart to reserve a matching or complementary domain name for your business when you register your LLC. If you don’t, you may find that your LLC name isn’t available as a domain when you’re ready to launch a business website. When you start an LLC with Northwest and add free domain registration for a year with your business services.

Trademarking your Florida LLC name

Just registering an LLC name in Florida doesn’t give you legal control over it. If another business uses your name, your means to stop them are limited without a trademark. You can trademark your name within the state of Florida by filing a Florida Application for the Registration of a Trademark or Service Mark, or protect your name nationwide with a federal trademark.

Florida requires LLCs to appoint a registered agent. This is an individual or entity that is responsible for receiving legal notices on behalf of your business.

Florida registered agent requirements

Under Florida law, a Florida registered agent must:

• Have a physical street address in the state. No P.O. boxes!
• Be available at that address during normal business hours.
• Receive important legal mail on your business’s behalf and forward it to you promptly.

You can be your own registered agent if you live in Florida, but if you do so, you’ll need to put your name and address on the Articles of Organization, which go on the public record.

Using a registered agent service

While you’re free to be the registered agent for your business, you should consider appointing a professional registered agent. Here’s why:

1. Privacy. Your Articles of Organization needs to include a principal office address as well as a registered office where the state can deliver service of process. The addresses listed in the Articles go on the public record. When you hire Northwest, we’ll let you use our address on state forms wherever possible.
2. Peace of mind. A quick response is important when time-sensitive state or legal notices are sent to your LLC, especially when delays mean facing fines or other penalties. When you hire Northwest as your registered agent, you get instant notifications and same-day scans of all legal mail.
3. Protecting your image. Ideally, your LLC will never be sued. But if it happens, having a registered agent discreetly manage your legal notices lets you avoid a hit to your reputation from getting served in front of customers or colleagues.

When you’re ready pull the trigger and create your LLC, submit Florida LLC Articles of Organization with the Division of Corporations. You can file Articles online, by mail, or in person for a $125 state filing fee. The Division of Corporations can process business formation filings as quickly as within five business days or take more than six weeks. Online filing has a faster turnaround, and you’ll get an email of receipt from the state within minutes of submitting your filing.

Below is the information you’ll need to file your Articles:

Required:

• Company name. Must include “Limited Liability Company,” “LLC,” or “L.L.C.”
• Address. Provide a street address for the LLC’s physical location, and, if different, a mailing address (your LLC’s mailing address can be a P.O. box).
• Registered agent. The person or entity that will accept legal mail for your business.
• Registered office address. Physical address in Florida for service of process.
• Signature of someone authorized to sign for the LLC.

Optional:

• Names and addresses of LLC members or managers. This information is optional, but some financial institutions require it to open a business bank account. It’s also required for state-issued Worker’s Compensation.
• Effective date. You can choose a start date for your LLC up to 90 days after filing.
• Any additional provisions you want to include, such as your business purpose.

An operating agreement is a contract between each member of your Florida LLC establishing company rules and structure. Florida does not require LLCs to adopt an operating agreements, but it’s standard business practice and can help you avoid legal disputes and misunderstandings. Your operating agreement should establish:

• Voting rights and decision-making powers
• Management structure
• Profits and loss distribution
• Initial investments
• Rules for transferring LLC ownership
• Rules for handling dissolution

It’s recommended you consult a lawyer before approving your operating agreement. We provide free, attorney-drafted Florida operating agreement templates you can use to get started.

Most LLCs need an EIN (Employer Identification Number), an IRS tax ID similar to a social security number for your business. All multi-member LLCs, LLCs taxed as corporations, and any business with employees must have an EIN. You can apply for an EIN through the IRS for free. If you have an SSN, apply online and receive your EIN immediately. If you don’t, you’ll have to submit Form SS-4 by mail or fax or call 267-941-1099.

If that all seems like a lot of work, you can also hire us to get your EIN.

Within 90 days of formation, most new LLCs must file a Beneficial Ownership Information (BOI) Report. The BOI Report is a new federal requirement meant to fight scams and money laundering. The report discloses identifying information about your company applicant and all beneficial owners to the Financial Crimes Enforcement Network (FinCEN). You can file this report for free through the FinCEN.gov website. Or, we can file for you.

Once your LLC is registered in Florida, you’ll have keep your LLC compliant and in good standing with the state. Here are a few additional steps to prepare for:

Opening a bank account

An LLC only has limited liability because it’s considered a separate legal entity from its members—but mixing personal and business finances (even accidentally) harms that separation and jeopardizes your LLC’s limited liability. This is why your Florida LLC needs its own bank account to help keep those funds distinct from your personal money.

To open a bank account for your Florida LLC, you’ll likely need to bring the following to the bank:

• A copy of your Florida LLC Articles of Organization
• Your LLC operating agreement
• Your LLC’s EIN information
• An LLC Resolution to Open a Bank Account (for multi-member LLCs)

Note: Every bank has its own requirements, so call ahead to determine the exact documents you need.

Licenses and permits

Depending on the nature of your business and where it operates, you may need one or more business licenses or permits, which may include:

• Professional licensing (For regulated industries such as medicine, law, construction, etc.)
• Home Occupation permits (For home-based businesses)
• Fire Department permits
• Health Department permits
• Zoning permits

Check with your city and county government to see if they require a general business license as well.

Florida tax requirements

Florida has no personal income tax, and unless your LLC opts to be taxed as a C-corporation, it won’t be subject to Florida’s 5.5% corporate net income tax.

Even so, your LLC probably needs to register with the Florida Department of Revenue for other taxes. These include:

• A sales and use tax (6%) for any Florida business selling taxable goods or services.
• Reemployment Tax (funding unemployment services), starting at a 2.7% rate on the first $7,000 paid to each employee. A new percentage is determined after your LLC operates for 10 quarters.
• Taxes and fees associated with specific goods and services (for example, dry cleaning gross receipts tax, communications services tax, and new tire and lead-acid battery fees).

Florida Annual Report

All Florida LLCs must file a Florida Annual Report with the Division of Corporations by the first of May, starting the year after the LLC is formed (so businesses formed between January 1 and April 30 have a little extra time to file their first report). The report updates the state on who owns your LLC and how you may be reached.

Filing the report has a $138.75 fee, but if you’re late (even by one day), a $400 fine is charged. Worried you’ll forget? Hire us to file your Annual Report for you. We’ll remind you 90 days before it’s due.

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*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.