How To Registered a LLC in Florida: A Step-by-Step Guide

You’ve decided an LLC is the best fit for your business and you’ve figured out the best way to do it, now let’s get into how to get an LLC in Florida. LLCs were created and are regulated by state law. That means, when filing documents to form your LLC, you must adhere to all Florida LLC requirements. If not, you run the risk of your LLC application being rejected by the Secretary of State.

The first step is to select a name for your LLC. Florida law places some restrictions on what you can choose, but these shouldn’t significantly limit your options. Your business name:

• Can’t imply a connection to a government agency, such as the State Department, CIA, FBI, etc.
• Shouldn’t contain language stating or implying that it’s organized for an unauthorized purpose (e.g., Harry’s House of Hitmen)
• Must include “LLC,” “L.L.C.” or the words “Limited Liability Company” (professional limited liability companies must include “PLLC” or “chartered”)
• Requires documentation of an appropriate certification or license to include certain words such as “bank,” “attorney,” “lawyer” or “credit union”

Most importantly, your name must be unique. In other words, it must be distinguishable from existing businesses registered in Florida. You can conduct a Florida business name search using the state registry to see if the name you’ve chosen is already in use.

What happens if you’ve performed an LLC lookup and the name you’ve chosen is already taken? There are ways you can swap out words in your name for synonyms or change the order of the words in your name to differentiate it from other names on record without changing the spirit of your name. For example, the name “Purple Fields LLC” can become “Lavender Fields LLC” or “Fields of Purple LLC.”

Things to Consider When Naming Your Florida LLC

In the past, businesses fought for names starting with “A” so they could be listed first in the Yellow Pages (the business section of the printed telephone directory). While this no longer matters, modern businesses should consider other ways that their LLC name could impact their marketing and sales.

You may want to consider choosing a name that is easy to remember — and spell! You may lose business if potential customers that type your name into a search engine are misdirected because they don’t get it quite right.

In addition to a Florida LLC name search on the state’s registry, you’ll want to perform a domain name search to see if a website domain name similar to your proposed LLC name is available. If it is, reserve it immediately. If you’re set on a particular name for your LLC and a related domain isn’t available, you may want to explore creative options. (For example, “fixmyroofnow.com” or “RoofRepairTampaFlorida.com.”)

Inside Scoop:

Knowing how to avoid company names that are trademarked by other businesses is important. For example, even if your name is Walt Disney, you can’t register your business under that name — especially not in Florida!

Registering a Fictitious Business Name

You can also register a fictitious company name that you regularly use to conduct business as a “doing business as” (DBA) name. For example, you may want to set up a Florida LLC for a variety of home contractor services and register separate DBAs for roof repair, tree trimming and house painting businesses.

It costs $50 to register a Florida DBA (sometimes called a “trade name”) with the Florida Department of State, and it’s valid for five years. You can do it online or by mail.

Inside Scoop:

Want to know how to use a DBA to avoid infringing on someone else’s trademarks or brand name? For example, if you’re able to set up “McDonald’s Home Improvements, LLC,” you might also register “Up Top Roof Repair” as your DBA to avoid a cease-and-desist letter from the notoriously protective burger chain.

As part of the process of starting an LLC in Florida, you need to designate a “registered agent.” You might be wondering “what is a registered agent?” A Florida registered agent is a person (or business) designated to receive tax forms, legal documents and service of process for your company. This can be yourself, an employee or a company that offers registered agent services. Your agent must:

• Be able to provide services during regular business hours and
• Have a physical Florida street address (not a P.O. box)

The most important step in starting an LLC in Florida is filing your company’s articles of organization. When you file a Florida LLC the document must include the following by law:

• The street and mailing address of your LLC’s principal place of business
• The LLC’s registered agent’s name, address and signature
• The name and address of the managers (If your LLC is member-managed)
• The effective date of the LLC (if different from the filing date). The effective date can be up to five business days prior to the filing date, or 90 days after.
• An authorized representative or member’s signature
• (For foreign LLCs only) a form called Qualification of Foreign LLC along with a certificate of good standing from their original filing state

You can mail the appropriate document, along with the $125 fee, to the Florida Division of Corporations in Tallahassee. Once the state approves your filing, you can do business as an LLC. For faster turnaround, you can complete the Florida Limited Liability Company process entirely online.

Receive a Certificate From the State

The state will send you official notification that your formation documents for an LLC have been filed and approved. This notification means that the process of LLC filing in Florida is complete. This will enable you to obtain an Employer Identification Number (EIN), open a bank account and procure LLC business licenses for your company.

Inside Scoop:

Once you file, your LLC’s address will become part of the public record. If you’re doing business from your home this might present privacy issues. Instead, you can set up a virtual address for LLC correspondence that will keep your personal address safe.

An LLC operating agreement is a definition of company ownership which outlines how your company will conduct business in Florida. You can choose to create this agreement on your own using a template or you can have an LLC lawyer draw one up on your behalf.

Although Florida does not officially require you to prepare an operating agreement when starting an LLC, having one in place guarantees your personal assets are protected if your LLC gets into financial or legal trouble. Without it, Florida will simply defer to state law rather than determine the best interests of the company to reconcile the dispute.

So, for example, if one member wants to leave the LLC, the courts could order the business to be sold and the proceeds divided equally. An operating agreement can set out the role of each member in the operations and financing along with provisions for changing that structure.

Some common details you should include in your Florida LLC Operating Agreement:

• Distribution of income and debts
• Accounting and financial details
• Management structure
• New member initiation
• Membership transfers

Inside Scoop:

Some LLCs are created for a single purpose or for a limited amount of time. In that case, you’ll want to make sure the details of your LLC’s dissolution (selling or closing of your business) are included in your operating agreement. This will make winding down cheaper and easier to manage.

Once your articles of organization are approved, you must apply for an employer identification number (EIN) with the Internal Revenue Service (IRS). You may also see his number referred to as a Federal Employer Identification Number (FEIN), or a Federal Tax Identification Number (FTIN). Either way, the process is simple, and the nine-digit number will be assigned to your LLC immediately after submitting the application online. This nine-digit number acts as a Social Security number for your business and is used to identify your individual company for tax purposes and annual reporting to the Secretary of State.

Your EIN will also be needed to engage in the following business activities:

• Opening a business bank account for an LLC
• Hiring employees
• Making contracts with vendors

Forming an LLC in Florida can cost between $125 and $200 in state filing fees, plus any attorney fees if you choose to use one. This places Florida right around the middle when it comes to LLC formation costs compared to other states. On the lower end, states like New Mexico and Wyoming only charge $50 to $100 for filing fees. But, in states like New York and Massachusetts, filing fees can run $200 to $500 and often require publishing notices in newspapers for several weeks.

For many small businesses and startups, Florida offers a nice balance of affordable LLC costs without sacrificing features more common in other large business states. Considering costs beyond just filing fees, Florida remains competitive nationwide.

Can You Form an LLC For Free in Florida?

The process of forming an LLC in Florida involves several steps, including filing the Articles of Organization and Designation of Registered Agent with the Florida Department of State, which comes with a filing fee of $125.

Thankfully, there are online services that offer to help with the formation of your LLC, with some offering their services for free, charging only the state fees. These companies include Bizee and ZenBusiness. They may offer a free tier of service to help with the basic formation of your LLC while offering additional services like registered agent service, EIN procurement or operating agreement creation for an additional fee.

What is The Cheapest Way to Start an LLC in Florida?

The cheapest way to start an LLC in Florida is to undertake the formation process independently. This DIY method involves researching the required steps, preparing and submitting the necessary documents like the Articles of Organization to the Florida Department of State and covering the state filing fee, which is currently $125.

Several online LLC formation services in Florida offer a basic formation package at $0 (plus the Florida state filing fee of $125), managing the preparation and submission of the essential paperwork on your behalf. Among these services, ZenBusiness is often recognized for delivering substantial value at a minimal cost, even incorporating a registered agent service in its basic package, which can be helpful for ensuring your LLC’s compliance.

By combining a do-it-yourself approach with the utilization of affordable or free online resources and considering the use of online LLC formation services for more intricate aspects of the process, you can reduce the costs associated with launching your LLC in Florida.

Starting an LLC can be as easy or as involved as you want it to be. There are three main routes to filing the documentation and getting your LLC registered with the state. First is to do it yourself, second is to use an LLC formation service and third is to hire a business attorney.

DIY LLC Formation in Florida

The most cost-efficient option is to move through the formation process on your own using our comprehensive guide below. This is a great option for simple businesses that will only have a single member (i.e., a single-member LLC) and plenty of time to complete the required filing documents.

Online LLC Formation Services in Florida

For a minimal cost, online LLC services are a great choice for any type of startup. Offering a variety of pricing packages, ZenBusiness, Bizee, Northwest Registered Agent and LegalZoom LLC services allow your business to customize the formation process and choose from features including:

• Dashboard to store and view all relevant documents
• Registered agent services so you won’t have to search for your own
• EIN application assistance
• Live expert assistance while inputting required information
• Tax preparation and advising

Some services even offer a money back guarantee if you aren’t satisfied with the experience or your filing is not accepted by the state. This customizable experience offers features for all stages of the Florida LLC formation process and beyond. Even businesses on a budget will find the convenience of using an online service outweighs the associated cost.

Hire an Attorney

Hiring an attorney is the most expensive option for creating your Florida LLC, costing around $1,000 to $2,000 for basic LLC filing. Usually, this option is only necessary for LLCs that will require complex contract drafting with outside investors or LLCs that elect to have a more complicated tax scheme.

For most businesses, the LLC formation service route will be the most convenient and cost-effective choice. Regardless of the path that you think is best for creating your LLC, being familiar with the filing process and LLC maintenance will help you be confident in your choice to start an LLC.

Now that you’ve learned how to get an LLC in Florida, you’ll want to get your new company up and running as soon as possible. Below are a few important to-do items to keep your Florida LLC in business.

Choose How You Want to File LLC Taxes

After starting an LLC in Florida, you must choose how it will be taxed. You can choose to file state and federal taxes as an LLC pass-through entity, an “S-corp” or a “C-corp”.

Pass-through status enables an LLC to pass its tax liability through the company to its members’ personal taxes. Meaning, the LLC is not taxed as an entity itself, but rather the owners are taxed on their individual tax returns at both the state and federal levels. As such, the LLC’s gains and losses will be reported on your personal income tax. While this doesn’t have a big impact on federal tax liability, it can be very helpful at the state level since Florida has no state income tax.

Similar to the LLC, an S-Corp’s income also passes through to the members, however, it is split between dividends and salary which is then paid out to the members as employees. This structure can limit the amount of taxes an LLC would ordinarily pay out.

If you file taxes as a C-corp, you’ll pay a 5.5% corporate income tax to the State of Florida in addition to federal taxes. However, an S-Corp or C-corp can use many tax reduction strategies not available to LLCs. One of these is the ability to classify members as employees and deduct their wages from the company’s profits. This can reduce the company’s overall tax obligation while still allowing members to avoid paying state tax on the LLC’s profits.

Investigate Special Licenses and Permits

Some industries require additional LLC licenses or permits. It’s advisable to make sure these are all in order before you begin the process of starting an LLC in Florida. Florida does require most businesses to get a Business Tax Receipt before doing business in the Sunshine State.

Florida has two main licensing agencies. Each handles an eclectic mix of licensing. The Department of Business and Professional Regulation (DBPR) issues licenses for alcohol retailers, barbers, veterinarians, building inspectors and dozens of other professions. The Department of Agriculture and Consumer Services (DACS) licenses pawn shops, livestock markets, private investigators and many more.

Florida has many smaller, specialized licensing agencies, too; check the state agency directory if you’re unsure if you need licensure.

Submit an Annual Report 

To maintain your active status with Florida as an LLC, you must e-file an annual report with the Division of Corporations. The fee is usually around $130 and is due between January 1st and May 1st every year following the calendar year that your Florida LLC Articles of Organization become effective. If you file your annual report after this time, there is a $400 late fee. Failure to file before the third week in September of that year will result in administrative dissolution, which means you’ll lose the ability to operate in Florida as an LLC.

You don’t have to include detailed financial information in your annual report. Rather, this report is meant to verify that you’re operating as a Florida LLC in good standing and continue to meet the state’s requirements. You’ll need to provide the following:

• Your unique 6- or 12-digit document number
• Entity name
• Federal EIN
• Address of principal place of business
• Mailing address
• Name, address and signature of registered agent
• Names and addresses of principals (officers, directors, managers, etc.)

Inside Scoop:

The filing fee for the annual report varies year-by-year, so you should check before filing.

Set Up a Business Banking Account

Almost all individuals that choose to start LLC do so for the liability protection it offers. An LLC is a separate entity that holds company assets separate from personal assets of the member(s). To guarantee your personal assets remain protected, they must be held in a completely separate account from the assets of the LLC. Any comingling of income or assets can cause your LLC to lose its liability protection and can put your personal wealth at risk.

Get Business Insurance for an LLC

Just like you wouldn’t let your home or car go without being insured, you shouldn’t run your business without proper coverage. While having a separate bank account protects your personal assets from business related claims, purchasing business insurance will help protect your LLC’s assets from claims.

Your insurance coverage needs will vary based on the scope of your business activities. For example, LLCs running a business out of their home might only need to add additional coverage to already existing home insurance but those operating from a rented space may need to get a more general liability insurance.

Market Your LLC

After taking precious time to get your LLC started, you want to make sure you’re engaging in the best marketing techniques to share your business with the right customer base.

Online Presence

Your website is the modern equivalent of a business card, telling your customers what services and products you offer and how to contact you. But a good website does so much more. It can offer your current and potential customers valuable content, provide a showroom for current specials and sales, book appointments and handle direct sales. This is why you should make sure there is an available domain name that adequately matches your LLC name before making the final decision on which available LLC name you should choose.

You can build your own business website using tools like Wix, GoDaddy or SquareSpace. These sites make it easy to get a professional-looking, well-performing site up and running quickly. If you don’t have the time or interest in doing so, hire a website designer to get a site up as soon as you can after starting an LLC in Florida.

Update your site regularly with new content, such as video blogs, photos and written blog posts. This keeps it fresh and up-to-date, while boosting its visibility to search engines.

Along with ensuring your website is performing optimally, make sure you’re actively engaging and marketing your brand on social media and other online channels. A robust online presence and interactions with your target audience foster a sense of connection and trust, encouraging them to make a purchase or use your services. You can also use paid advertising on these sites.

Finally, don’t forget about your real-world communities. Some ways to connect your virtual and real-life presences:

• Use QR codes that link to your LLC’s website in any print advertising, including posters, flyers and mailers
• Participate in community events like festivals, fairs and sports events; have a QR code and link available to scan
• Consider sponsoring local events that offer publicity, like 5k races, and add your QR code or website link to their marketing materials
• Get involved in social, religious and community organizations that might bring in business and make sure your online info is listed in their directories, billboards or other resource centers

The Florida Department of State Division of Corporations provides many resources to those looking to form an LLC in the state. The Division’s website contains comprehensive guides on the process, including a step-by-step guide to filing which covers the articles of organization, operating agreement, fees, and other important documentation. They also offer sample forms and templates to help correctly fill out required paperwork. The website has a searchable database to check if your desired LLC name is available and ensure there are no conflicts.

For any questions, the Division of Corporations has representatives available by phone and email. Additionally, the Florida Department of Revenue has an easy-to-use online wizard to walk you through applying for an Employer Identification Number (EIN) which is needed even for single-member LLCs.

You should make sure that an LLC is the best entity type for your Florida business. Whether you are already operating a sole proprietorship, or this is the first step in your entrepreneurial journey, knowing the most popular business entity structures available to you can help you make the best choice.

Sole proprietorships and general partnerships. Two types of business associations that don’t require official registration with the state. However, you may still need to acquire permits or business licenses to conduct certain business activities. In these structures, the business owners take all the liability of the business and all the income of the business passes through to the owners. Income of the business is claimed as the owner’s personal income.

Corporations. Structure that can only be formed by filing documentation and incorporating (“inc.”) with the Secretary of State. The entity itself, which is separate from the owners (shareholders), assumes all liability of the business. One of the biggest differences between corporations and LLCs is that income is double-taxed, once at the corporate level and once upon being dispersed to shareholders.

Limited Liability Companies. Created as a middle ground between a proprietorship, partnership and corporation, an LLC combines the liability protection of a corporation with the income taxation structure of a proprietorship and partnership. In Florida, you may form a single-member LLC (similar to a sole proprietorship), or a multi-member LLC (similar to a partnership).

Liability Explained: Regina runs a business selling oranges. She sells them at a local farmer’s market in downtown Tampa. One day, after buying an orange from Regina, a customer bites into the orange, becomes immediately sick and is hospitalized for several days. The customer sues Regina for $175,000 and wins in court. Regina’s home is worth $250,000 and her orange business is worth $50,000.

If Regina’s business is a sole proprietorship or partnership the customer can go after Regina’s orange business for $50,000 and after Regina’s personal asset (her home) to get the remaining balance of her lawsuit winnings.

On the other hand, if Regina’s business is an LLC, the customer can go after Regina’s orange business for $50,000 but they won’t be able to touch her personal assets to get the rest of the legal winnings.

Dissolving an LLC in Florida requires adherence to a structured process to ensure all legal and financial obligations are met. Following the approval for dissolution among the members of the LLC, a document known as Articles of Dissolution must be filed with the Florida Department of State, Division of Corporations, alongside a $25 filing fee.

Additionally, the LLC must settle any debts, resolve remaining liabilities and distribute assets among members as per the operating agreement or state law if no agreement is present. It’s also necessary to close out any existing accounts and fulfill final tax obligations, which include filing a final tax return.

Engaging an LLC service can significantly simplify the dissolution process by ensuring all legal requirements are met and paperwork is filed accurately and timely. These services are well-versed in state regulations and can provide step-by-step guidance through the complex process, minimizing the likelihood of overlooked obligations that could result in legal complications.

Forming a Florida LLC is a fairly straightforward process that can be completed in just a few steps. The state provides ample resources like step-by-step guides and template forms to simplify the paperwork. Take advantage of the supportive resources available in the state, and you’ll be off to a great start. Additionally, exploring leading LLC formation services can further streamline the process.