If you are planning to open an LLC in Florida, you will definitely need to create and file Articles of Organization (Certificate of Formation or Certificate of Organization) with the Secretary of State. Once done, your LLC is officially registered and your business becomes legal.
You can choose and even reserve your LLC name in advance, after thinking through your Certificate of Formation and Operating Agreement. However, until the filing of Articles of Organization in Florida is completed, your company cannot be considered legal, and, therefore, no further steps can be taken.
There’s also an option to order the filing of Articles of Organization for LLC in Florida from a company that provides professional LLC formation services. This will save your time and effort. And even though the process of creating and filing this document is not that complicated, it's still best to hand it over to experts to avoid any mistakes. If you want, however, you can do it yourself. This review will tell you how to do it.
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A Certificate of Formation is part of formal legal documents that are sent to the Secretary of State to notify about a new company (LLC, in our case). The main components of such a document are the name of the company, type of business structure, registered agent name and address, number of members, their names, and signatures of LLC owners. The requirements for a Certificate vary slightly from state to state, however, the basics are quite similar.
Main information requested in the document includes:
Florida may also require even more detailed information from you. Articles can be filed online at the Secretary of State's website or at the official business portal of the state. You can also file by mail, email, or by visiting the Secretary of State's office in person.
Although the names are the same and the filing process is similar, each state has its own specific requirements for the document. In addition, there are certain nuances in filling out the form online, which often cause confusion among business owners. Here is a step-by-step guide on how to properly complete the filing of a Certificate of Formation in Florida using various methods.
If you have clicked on the link above, you already know that Florida's online business filing system is called Sunbiz. This is where you can find all the answers to all your frequent LLC-related questions, as well as templates, guides, and information regarding the filing of a Certificate.
At Sunbiz.org, you can get a better understanding of how to fill out the required documents correctly. Next, you'll need the Florida Articles of Organization template. You can fill it out online on the website or download it as a PDF file to fill it out and mail it by regular mail or in person. In fact, on the portal, you can find any legal document form required for your business registration. It will be a blank document, ready for quick filling.
At this stage, you need to carefully fill out and send the Articles. Keep in mind that mistakes can result in your application being rejected by the state. Otherwise, you will have to make changes to the Certificate immediately after registration. Both cases are associated with additional costs and loss of time.
Let's take a look at the following basic information to fill out.
The name of your LLC has to be creative and unique. Most importantly, it has to comply with Florida government regulations.
What you need to pay special attention to when choosing your LLC name:
At SunBiz.org, you can search for LLCs, corporations, limited partnerships, and trademarks by name to make sure your chosen name is not taken by someone else.
Next, you need to provide two company addresses:
Florida law requires each LLC to have its own registered agent. Thus, information about your RA must be included in legal documents during the registration process. Therefore, the Articles of Organization Florida template necessarily contains such a point.
Just like any other state, Florida allows you to be your own registered agent. In fact, this can be any individual over 18 years who has a permanent physical address in Florida. This can be any venture that is registered in the state and has a physical office there as well.
If the entity provides these services on a for-profit basis, the appropriate type of business must be indicated in its documents for registration. In addition, your resident agent must be permanently present during usual working hours to receive service of process and any legal/tax documents received from the state.
There is no separate document in the state of Florida that indicates the consent of the company or individual to perform the RA duties. You can list your agent's name and address on the Articles form (the 4th section if you file your LLC’s Articles of Organization online). Then the agent must consent to the appointment by filling out the "Registered Agent Signature" section, i.e. by signing the Articles of Organization form on paper or via an electronic signature. Your RA can also provide permission to you to fill out the section on his/her behalf.
When filling out the Articles of Organization LLC Florida, you will at some point have to specify who will run the company - a member or a manager. You will also be asked to specify the name of that person (or several individuals).
If you leave the field blank, the state will assume that the company is run by the founder. Otherwise, it is the person(s) you specify.
For one thing, before the first annual report, you have the right to decide what type of management your LLC will have. Also, the fewer people you list, the better you will protect the privacy of your employees or LLC members. On the other hand, your chosen bank may require this data when opening your separate business account.
Note that you should specify only those people who will actually run your business. And only if you understand why you need to do so. If in doubt, consult a professional lawyer.
If you wish, you can specify that your LLC will begin to operate on a certain date. Otherwise, the state will assume that you run the company from the date of receipt of the documents from the Secretary of State. For example, you can use this option if the company is registered in November or December, but the work will not start until January. This way, you can save on taxes, without having to submit an annual report and pay the fee.
Keep in mind, however, that you only have no more than 90 days to start an LLC in Florida. Thus, make sure the delay is really worth it. Otherwise, it's best to leave the field blank.
Once you have filled out the Certificate template, you should file it with the Secretary of State. To do this, you will be required to pay a $125 fee, regardless of the way you submit your documents.
If you filled out the form online, all you have to do is enter your information and confirm the payment. A notice of the paid fee will automatically be sent with the completed template.
If you are going to mail out the paper version, don't forget to attach the receipt. Physical copies of Articles of Organization can be mailed out or provided in person.
A physical copy can be filled out by hand with a blue or black pen, or created entirely on a computer and printed. In either case, it must be signed by the founder.
Two copies of the Articles must be sent on paper. One will remain with the Secretary of State and you will receive the other copy signed and approved.
Normally, the processing time takes 1-2 business days for online applications and 5 to 7 business days for applications by mail. However, in the case of a large number of applications, the entire mail filing approvals for Florida LLCs can take up to 3-4 weeks.
Want to know the requirements for articles of organization in other states? Select state:
Applying for the Certificate of Existence in Florida online is possible at the SunBiz portal. This is where you can explore the Articles of Organization Florida example. Next, you want to choose "Limited Liability Company" in the "Start E-Filing" dropdown menu and fill out every field step by step:
The online form has a few nuances to consider as follows:
Now all that's left is to review the entered information for accuracy and pay the fee. Once everything is filled out correctly, you can proceed by clicking on the "Continue" button.
You will then be asked to pay a $125 fee to initiate the filing of Articles of Organization by the Secretary of State. Select "Payment by Card", enter the required details, and confirm your payment. That’s it.
Over time, you may need to amend your Articles of Organization. But no worries - it's quite simple. For this, you'll need to file Articles of Amendment with the Florida Department of State, Division of Corporations. Follow the steps below:
|In-Person Filings:||The Centre of Tallahassee|
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
|Mailed Filings:||PO Box 6327|
Tallahassee, FL 32314