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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.
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:
Name and address of the LLC;
The purpose and description of the business (activities);
Names and addresses of LLC members;
Date of application of the LLC;
The address of the main office of the company;
Dissolution date (if planned);
Name and address of the registered agent;
LLC founders' names (at least one person);
LLC managers (at least one person);
Other important information.
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.
How to File Articles of Organization in Florida: Step by Step
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.
Step 1: Get Your Articles of Organization Forms
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.
Step 2: Fill Out the Articles of Organization and Transmittal Information Form
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.
Company Name and Address
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:
The name must have the "limited liability company" phrase or one of its abbreviations ("LLC" or "L.L.C.");
The company moniker must not include any words or phrases associated with any illegal services or activities that do not comply with Florida Statutes. For example, if you don't have the necessary license to provide legal services, and your company name hints at that specific type of service, then such a name cannot be registered;
If you are going to use words like "bank," "attorney," and/or "university" in the name, be sure to confirm the professional license when registering, i.e. get ready for some extra paperwork and make sure you have a licensed expert as a member of your LLC;
Your LLC name should significantly differ from any other names of already registered companies to avoid any confusion.
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:
Principal place of business. This is the address of your main office or the place where the company's main data and documents are stored. It can be the home address of any person you know working for your company as a registered agent (if he or she consents to such use of the address). However, it cannot be a P.O. box;
Physical location. It may be the same as your primary address or any different address. As with other types of business entities, an LLC can have more than one address.
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.
Step 3: File the Articles of Organization
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:
Filing of Articles of Organization Online for Florida LLCs: Detailed Instructions
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:
Effective Date. If you are not looking to delay the launch of your LLC, leave the field blank. According to the website, "you may list an effective date if you would like the limited liability company´s existence to become effective on a date other than the date it is filed by this office. The effective date can be up to 5 business days prior to the date of submission or up to 90 days after the date of receipt.";
Florida LLC Required Filing Fees. Nothing is required of you at this step. The State of Florida simply notifies you about the necessity to pay a $125 filing fee;
Certificate of Status. According to the resource, a Certificate of Status certifies the limited liability company is in good standing on the records. A copy of the articles is not sent with the Certificate of Status when returned by email. However, a copy of the document can be downloaded from www.sunbiz.org after the filing process is completed. The fee is $5.00. This fee is optional. In most cases, businesses do not need such documents, and if the situation changes, they can always be ordered separately. Therefore, if you don't know whether you need the certificate, leave the "checkbox" blank;
Certified Copy. According to the resource, "a Certified Copy certifies the Articles of Organization as true and correct. A copy of the articles will accompany the certificate and will be sent to you by email. Most banks require a certified copy to open a bank account. The fee is $30.00." Sometimes, banks do ask for such a document though. However, in most cases, they are happy with the original document, signed and stamped. You can also order a copy separately if you want;
LLC Name. Make sure in advance that your name is legal and available for registration. The name must also end with "Limited Liability Company", "L.L.C." or "LLC.";
Principal Place of Business. Usually, it's the head office of the company, but there may be another address, e.g., the home address of one of the founders. However, your principal address must be a street one;
Mailing Address. In the state of Florida, you can provide a separate address for receiving mail. It can also be in any state or country, including a post office box. If your LLC's mailing address is the same as the principal address above, you will be asked to check the box below this point. Otherwise, you should enter your LLC mailing address;
Name and Address of Registered Agent. If your Florida registered agent is an individual, simply fill out the "Name" fields and skip the "Business to serve as RA" field. If your agent is an entity, then it's vice versa. Your registered agent will tell you the physical address. In the "Signature" field, enter either the name of the individual acting as your registered agent or the name of the employee of the company that your registered agent has indicated to you for registration. According to the resource, "the Registered Agent must type their name in the 'Registered Agent Signature' block. RA signature MUST be an individual name. If the RA is a business entity, an individual must sign on the entity's behalf. Do not enter the name of the entity you are attempting to file as a Registered Agent. A business entity cannot serve as its own RA";
Other Optional Provisions (Purpose, Statements, etc.). Most often, this field is left blank, unless your lawyer recommends you to enter some specific additional information;
Notice of Annual Report. You will not be required to do anything here either. The state simply notifies you about the necessity to file an annual report each year (from January 1st to May 1st) to keep your company information up to date and maintain your "active" status. The annual report fee in Florida is $138.75. According to the resource, "a late fee of $400 is applied if the report is filed after May 1st. Reminder notices to file the Annual Report will be sent to the email address you provide in these articles. File early to avoid the late fee.";
Correspondence Name and Email Address. These are the name and the email that the state of Florida will use to notify you about legal/tax events and communicate with your company;
Signature of a Member or an Authorized Representative. This field should have the digital signature of the organizer of the business. Usually, the person who creates the LLC is the one who fills out the form, so if you're the one and you agree to the indicated information in the field, you should just leave your electronic signature;
Name and Address of Person(s) Authorized to Manage LLC. This is where you should specify the person who will manage the business and his/her status (LLC member or manager).
The online form has a few nuances to consider as follows:
If you are entering the name of an authorized member, you should enter "AMBR" in the "Title" field, and if it's a manager, then enter "MGR.";
The "Entity Name" field is left blank. It's only filled out if the company is managed by another organization. In this case, the first two fields ("Name" and "Title") should be left blank, and in the "Entity Name" field, you should enter the name of the legal entity in charge;
The "Street Address," "City, State," and "Zip Code & Country" fields are filled out in either way. They indicate the address of the managing individual or organization that will have access to the company's bank accounts.
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.
How to Amend Your Articles of Organization for an LLC in Florida
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:
Apply for the amendment online, by mail, or by visiting the Secretary of State's office in person;
Pay a $25 filing fee;
Include a cover letter with the current name of your Florida LLC, the date your Articles of Organization were filed, document number, relevant updates/changes, and signature.
Contact Information for Secretary of State
The Centre of Tallahassee 2415 N. Monroe Street, Suite 810 Tallahassee, FL 32303
PO Box 6327 Tallahassee, FL 32314
How to file Articles of Organization in Florida?
You may file Articles of Organization in Florida using the online form on the Sunbiz website, by email, mail, or in person. The fee does not depend on your chosen method of filing. Online applications are processed faster than those by mail (2-3 days), provided the department is not too busy.
How to get Articles of Organization in Florida?
You can download the Articles of Organization template in PDF at Sunbiz.org or fill out the form online. Then you will need to pay a $125 fee. The documents are then sent to the Secretary of State for further processing. You can do that either directly from the website, by mail, or by dropping them off at the office in person. After the verification, you will receive your signed and approved Articles of Organization.
How to amend Articles of Organization in Florida?
To amend your Articles of Organization in Florida you will need to send an application for an amendment to the Florida Department of State, Division of Corporations. You will also have to include a cover letter with the current name of your Florida LLC, the date your Articles of Organization were filed, the document number, relevant updates/changes, and your signature. The filing will cost you $25.
Do I need a certified copy of the Articles of Organization in Florida?
No, a certified copy of Articles of Organization is not a required document in Florida, although the site offers such an option at registration. However, you can work without such a document. Also, it's not necessary for your bank, as they say on the site Sunbiz. In fact, almost all banks will open a business account for you, based on the original Articles of Organization.