If you’ve been thinking about starting a business venture in the Sunshine State of Florida but haven’t done so just because you don’t know where to start, you’re in luck.
In this article, we’re going to tell you all about how to start a professional limited liability company in Florida, as well as what state-specific rules you need to consider to get your business off the ground.
We will also answer some of the most popular questions related to PLLC formations, such as what a PLLC is, how much is a PLLC in FL, and the like, so you get all the necessary information beforehand. Read on for more.
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In general, setting up a PLLC in FL is a very straightforward process that most people should be able to cope with on their own, without the help of an attorney. However, it’s critical that you get your business license first. Otherwise, you won’t be authorized to run a business.
Once you have received a business license, it’s time to file a PLLC in FL. Further down, we describe each step in detail.
Your company name is what people will associate your business with, so it should be chosen wisely. Of course, you should choose something that you like and that is easy to remember, but there are a few other naming rules to consider as well:
As mentioned, before you start using any name, it’s important to make a preliminary search to see if it’s still available on the Divisions of Corporations website.
If you are not ready to file a PLLC yet, but you’ve already found a name you like and you don’t want anyone to snatch it, Florida’s authorities allow you to reserve that name for up to 120 days by filing the form and paying a fee of $25.
Aside from the name, each PLLC in Florida must have a designated registered agent. What is a registered agent? In brief, it’s a person or company that acts as a point of contact between your company and the state.
To elaborate, it’s a business official, appointed to accept and process legal documents and official notes on your behalf, and send you prompt reminders if there’s anything that needs your attention.
Also known as a statutory agent and resident agent, a registered agent can be any individual who’s at least 18 years old, given that he or she has a registered street address within the state and can be available at that address during regular business hours.
This way, you have quite a number of options for who you can designate as an RA:
If you want to lower the PLLC cost, you can act as your own registered agent, which is not prohibited by state law. However, this comes at a certain price. To give you the gist, let’s take a look at the advantages of hiring a third-party RA:
Obviously, if you choose to be your own RA, you’ll not have these benefits. Plus, you won’t be able to establish your presence in other states without actually being there - a problem that can only be solved by hiring a third-party RA.
When you have chosen the business name and hired an RA, you can finally get down to creating a PLLC in Florida, which is done by submitting the Articles of Organization to the Secretary of State for a filing fee of $100.
This document serves as legal proof of your PLLC formation and contains the following details:
Similar to many other states, the Articles of Organization can be filed both online and by mail, so you can do it the most convenient way.
Note, however, that processing time for online applications is only one week, while documents submitted by mail may take up to two weeks to be processed.
Florida doesn’t require you to have an operating agreement, but if you want to ensure business success, it’s best to draft one anyway.
In layman's terms, an operating agreement is a business plan strategy drawn up to explain the rules of the company and how the profits from the business will be distributed among its members.
In addition, it establishes obligations for each member of a PLLC, thus, serving as a groundwork for your business venture. This way, in case of any disputes, you can refer to this agreement.
Besides, you’ll be asked to show a copy of your operating agreement if you:
So, it’s important to do it right. If you aren’t sure how to draft an agreement, you can ask a lawyer to help you with this.
Despite the fact that PLLCs without employees do not need an EIN number, it may still be a good idea to get one, because you’ll need it when opening a business bank account.
Basically, an EIN is a federally issued number appointed to business entities for tax purposes. It is issued by the Internal Revenue of Service (IRS) online and is free to get by filling out an SS-4 form.
A Florida professional limited liability company (known simply as a PLLC) is a business entity composed of a group of licensed professionals, providing services in industries, such as medicine, law, architecture, accounting, and many others.
So, essentially, it’s pretty much the same LLC, except for the fact that members of a PLLC must hold a business license to be authorized to legally run the business. This means all other steps after obtaining a license will be similar to those of forming an LLC.
In case you’re not sure if your profession qualifies as a professional service in Florida and you can form a PLLC, the best way is to check with the state licensing board or contact your local attorney or lawyer directly.
To the question of “how much is a PLLC in Florida”, filing fees in Florida are quite affordable. Plus, some payments are optional, which means if you decide to skip some of them, you’ll be able to reduce the cost even more.
In general, there are two types of filing fees to consider:
Below you will find a detailed guide to the cost of PLLC formation in Florida, which includes both compulsory and optional fees:
|Business license||May vary depending on the industry|
|Articles of Organization fee||$100|
|Registered agent fee||$0-$125|
|Name reservation fee (optional)||$25|
|Annual reports fee||$138.75|
|Certified copies of documents||$8.75|
|Certificate of Good Standing fee (optional)||$15|
|Articles of Amendments (optional)||$25|
|Articles of Dissolution fee (optional)||$25|
If you don’t want to run your business under a legal name, which can be relevant for franchise business owners, or if your legal name is too long, you can register a trade name (known as DBA “Doing Business As”).
The filing fee is $50, and it needs to be renewed every 5 years.
Another document you may want to obtain when running your business is a Certificate of Good Standing.
This document serves as proof that your business has been registered in the state and managed properly and may be required by banks when applying for a business loan or buying insurance for your business.
Once all is done, you can finally give a sigh of relief, but it doesn’t mean it’s time to relax. Starting a PLLC in FL, although quite simple, requires good planning, so you need to make sure you don’t miss any important steps.
One of the benefits of forming a PLLC is that it offers personal asset protection. The catch is, you can only get this benefit if the distinction between your personal assets and business gains is evident.
For this reason, each newly-formed PLLC should open a business account. By maintaining your business finances separately, you’ll keep your personal assets protected, and it will be easier to track filing taxes.
A business account can be opened with any bank of your choice. All you need is to provide your EIN number and a copy of the Articles of Organization verified with the Secretary of State.
PLLCs operating in Florida with at least 4 employees are required to have workers’ compensation insurance. This insurance is needed to protect your company from claims made against your business due to bodily injuries that occurred at work.
Depending on the type of professional service you or your members provide, it may also be appropriate to obtain malpractice insurance. That way, if you ever get disgruntled customers who are unfortunately hard to avoid, there will be less risk of them suing you.
You can also apply for general liability insurance. Though not compulsory, it can give you additional peace of mind that your PLLC is protected from “general claims”.
Next, it’s highly recommended to hire an accountant. Even if you have a financial background, you may still be better off with a professional working on your behalf, as the responsibilities of an accountant are much more varied than just preparing reports.
The role of an accountant in a company is hard to underestimate. It’s the person who acts as a business consultant, sharing performance reviews with you and giving you advice on how best to allocate the money to get more profits.
In Florida, there are two types of reports to file:
It’s worth noting that PLLCs in Florida do not have a state income tax unless you elect to be taxed as a corporation. In the latter case, you’ll have to file forms with the Department of Revenue and pay a corporate income tax.
Regardless, any business entity in FL is required to report on their income, whether they’ve made any money or not.
When it comes to annual reporting, PLLCs in Florida have to report to the Secretary of State on the current status of their business, even if no changes have been made, so the government knows your company’s been properly maintained and is functioning.
Note that it’s important not to miss the deadline, which in Florida is May 1. Otherwise, in addition to the regular annual report filing fee, you’ll be charged an additional $400 late filing fee.