Florida stands out as a great place to reside and has a very attractive business environment for setting up almost any type of enterprise. If you study various websites on your own, it may seem that you have to take a lot of complicated steps to start an LLC in this state. Actually, you don't need to learn most of the rules about this structure. It can be extremely difficult to understand the confusing legal websites.
To open an LLC in Florida, all you need to do is follow a few easy steps, which we'll tell you about in this article.
We also recommend to consider local Florida companies Sunshine Corporate Filings and Corporate Creations.
Here, we have summarized everything you need for registering a business in Florida:
You can create an LLC in Florida on your own or you may consider hiring a registered agent to handle all the nuances.
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The first thing you should do is choose a good and effective LLC name for your business. It's not just about selecting a catchy name, Florida Statutes section 605.0112 has certain rules about what an LLC name has to include and what words, phrases, and content to avoid. Keep this in mind when deciding on a company name.
Like other states in America, the name LLC should include a mandatory and clear indication of the type of company in Florida. Therefore, it has to incorporate one of the abbreviations or the phrase:
In addition, Section 605.0112(b) requires that the name of your enterprise is unique, i.e. different from other organizations that operate in Florida. Thus, you will have to carefully consider and probably supplement the name you like with additional words.
You need to understand that in Florida, the unique LLC name should be really different from the already existing ones. For instance, you would like to name your business "Bob's Widgets, LLC" but you have faced the problem that there has already been established a corporation named "Bob's Widgets, Inc.".
You might have an idea to shorten the company name a little bit by changing it to "Bob Widget, LLC". Under Florida law, however, that's not enough. It says that changing the singular to the plural doesn't solve the problem, and adding punctuation marks doesn't help either. You'll have to think carefully about how to make your business distinctive to avoid being confused with others.
There are also words you are not allowed to use when choosing a company name. This list is somewhat longer. What is forbidden in Florida:
Florida is generally less strict about naming LLCs than many other states. Nevertheless, you may have problems in certain cases, especially when it misleads people. If you have any doubts, you should contact the Division of Corporations beforehand, so that you can check whether your desired LLC name doesn't violate the law.
If you come up with a good name for your venture, you should check whether it is unique. Perform a name search for that. In addition, make sure that there are no companies with similar names. Check on the Florida Division of Corporations website. There are LLCs, limited partnerships, as well as corporations.
To be sure you are going to register a successful name for your organization, do a search several times for different spellings and abbreviations. Keep in mind to also check it against other regulations. If your LLC name turns out to be a success, then move on.
The business owners often choose not to use the full LLC name on a company logo or website even if it has been registered according to regulations. It is sometimes too long. In other cases, in spite of all the restrictions, it reminds people of another brand. Alternatively, there is simply an idea to name the firm with the original name of the well-known brand.
When this happens, you can use a fictitious name, which is called a DBA (doing business as). The procedure for obtaining such a name is popular and does not take much time. It is regulated by the Florida Statutes section 865.09.
First, you need to choose a DBA name and then register it with the Division of Corporations.
Your application has to contain the following information:
Bear in mind that you will have to pay a $50 registration fee to get a DBA. The Division of Corporations will allow you to register this name online.
Make sure you don't forget to publish your desired DBA name in the newspaper. This step isn't common for businesses in the U.S., so you can easily forget about it.
Your LLC should maintain a registered agent to handle mail and service of process. This is required by Florida Statutes section 605.133.
Service of process is a term that lawyers use to describe the procedure for dealing with business letters and legal documents, i.e. the agent will help you communicate with the state and the public.
If your venture is sued for any reason, all documents will be sent to your registered agent in Florida. If the address of that agent cannot be found by your opponents, you will risk losing the lawsuit. By default, the judge will decide the case without your participation, and it will be ruled against you even without a trial.
That is why you should have your own registered agent. Business owners sometimes decide to save money and perform the role of an agent for themselves. Experienced entrepreneurs often use specialized companies that have offices in Florida. In this case, all paperwork related to the lawsuits is sent to the agent's address, and only then you get the documents.
When starting any business, there are always a lot of expenses. Therefore, you may want to become your own agent. Here are the pros:
However, before you make such a decision, think carefully about the cons of being your own agent:
If you use a professional registered agent, you can avoid all the negative effects. At the same time, the service itself is cheap, usually about $100 per year. Moreover, there will be not your personal information but the agent's contact details on the Internet. This person will handle all correspondence, deal with the processes, and you will be able to take care of your business.
The registered agent services are also very useful if you plan to operate in several states and you need to incorporate as a foreign LLC. Choose a provider that works in multiple states at the same time, pay them a single amount for several offices and agents, and don't worry about the details. An agent will do everything for you.
If you choose the services of a professional registered agent, check out our rating of the best providers, study the recommendations, the list of services, and prices. It will help you.
Before you start your venture, you need to register the formation documents of your future LLC. This is required by Florida Statutes section 605.0201.
Keep in mind that until you have filed the LLC Articles, the company does not exist and cannot conduct any business.
If you want to establish your organization as quickly and easily as possible, you can ask for help from a firm that provides LLC formation services. On our website, you can read an article about the best LLC services, which includes the most interesting offers.
Section 605.0201 of the Florida Statutes requires that your LLC Articles of Organization include:
In addition, you can specify the following data:
If you find it difficult to write the Articles of Organization yourself, download a form in PDF format from the Division of Corporations website.
The state fee Florida for incorporating the Florida Articles of Organization is $125. This amount includes two payments:
These fees are paid directly when the Articles of Organization are submitted.
Once you have prepared all the documents and sent them to the Division of Corporations (by mail or in person), you are to wait for the processing to be done. It sometimes takes longer than you'd like.
It does matter how you submit your papers. The turnaround time can vary, and on average, you can focus on the following time frames:
In Florida, you can register without an appointment, and the online application procedure is also quick and easy. Therefore, there is no additional charge for expedited processing.
You can file your paperwork at the Tallahassee office at 2415 N. Monroe Street, Suite 810 Tallahassee, FL 32303.
Operating Agreement refers to the contract between the members of an LLC.
It is optional in Florida but useful in many ways.
If you draw up and sign an agreement that describes the rules of your organization, it can make your life a lot easier in the future. This will be especially true if there is a dispute or a conflict of interest.
Your Operating Agreement should include all the basic information about your firm. For example, an LLC has six co-owners or members. However, each person will be responsible for a different part of the company's activities. The details of each person's responsibilities will be listed in the Operating Agreement.
Florida Statutes section 605.0105(1) provides more details about the Operating Agreement:
The advantage of the Operating Agreement lies in the fact that it covers the rights and duties, as well as adapts the rules of the LLC for each member. You get a metric that helps you understand how efficiently each member is doing their job. In addition, some regulations will determine what to do if someone fails.
These are some examples of why an Operating Agreement can be useful for a venture.
The document states:
The Operating Agreement does not need to be registered like the Articles of Organization. It is simply a contract that is used by all members of your venture. If the Operating Agreement is properly drafted, it will often be referred to when decisions are made and will also be used to decide on a course of action.
Of course, there are no super strict rules for Operating Agreements in Florida. You can choose what you want to put in this document. Nevertheless, you should understand that you cannot specify in the agreement how Florida laws will be applied to your company (Florida Statutes section 605.0105(3))
If you, being an individual, file a tax return with the IRS, it will be tracked by the government by using your Social Security Number. However, any organization is not an individual and doesn't have an SSN. Hence, the government uses an EIN number to control the tax information of most companies.
LLCs do not always require an EIN, though. To see whether you need it, answer the following questions:
If you have answered " Yes" to any of these three questions, you definitely need an EIN. In addition, companies often require an EIN to open a bank account for an LLC.
In general, getting this number is a simple and relatively quick process. You can read lots of information on this topic on the IRS website. There, you can also apply online. The application process will take you no more than 5 minutes. In addition, you can use the IRS SS-4 form to send it by mail or fax.
Obtaining an EIN is easy, so it doesn't make sense to pay for any kind of service. However, if this service is included in the business formation plan, it will be an extra plus because it can save you from additional hassle.
Compare the conditions for opening an LLC in Florida with other states:
You have created your LLC in Florida and you want to start operating. Don't be in too much hurry, though. There are still a few important steps to take before your business opens its doors to customers.
Your company may need its own bank account for a variety of reasons:
Let's go back to accounting again. Separation of business funds from your personal savings is essential for proper bookkeeping and reporting. You should control the flow of the company funds and avoid mixing up business money with your own expenses. It will be much easier to keep the books of your LLC if the company has a separate bank account.
The same goes for loans. Nobody thinks at first that at some point the money for business development may not be enough. Nonetheless, there comes a time when additional funds become necessary for growth, expansion, or even just the timely payment of bills. It will be much safer and more convenient if a business can get a loan for its own bank account.
If we are talking about asset protection (the third point), it will be vital to be aware of the legal protection of your own funds. You have opened an LLC, as well as a separate bank account for the organization. This segregation will prevent you from losing your personal savings if someone sues your company. This division is called a corporate veil. Of course, LLCs and corporations are different types of businesses, but in this case, the concept is the same.
If you start mixing your own assets with the business ones, this veil will become ineffective, and your own funds become unprotected. For example, if you use company resources to pay for your child's education, you will risk losing the legal protections you have after you establish an LLC.
Thus, if you set up an LLC, create your own bank account as well. It will take only a few hours but allow you to operate without worry.
If you know how to properly assess risks, you will surely protect your business from accidents and possible problems. In the same way, you insure your health, house, car, and other valuable property. That is why you need to get an insurance policy.
The main types of LLC insurance:
Finally, you've done all the preparatory work, and now, the Florida LLC is up and running. You can make money and operate your business.
One thing to keep in mind, though, is that legal issues may arise at times. We have summarized the main things to consider during the process.
To ensure smooth operation in Florida, check with the county where your company is located to see what business licenses or permits you may need for your venture.
Take into account that many types of businesses require professional licenses.
For example, a barber will need a separate professional license. Obtaining one can be quite simple and involves contacting the Florida Department of Business and Professional Regulation.
In Florida, LLCs are of the pass-through type. Their income is distributed among the members, and they pay state taxes. If there is only one LLC member, then the taxation will be the same as in a sole proprietorship. And if there are a few participants, the taxation will be treated as in a partnership.
There is also a franchise tax imposed on an LLC in Florida, in contrast to a corporation.
If the organization has employees, you will also need to pay employment taxes to the state Department of Revenue. And if the company sells goods or renders services, it will pay sales and use tax.
Your LLC is, as mentioned above, a flow-through entity from a federal tax perspective. Its profits and losses have to be reported on Schedule C of your personal income tax return.
In Florida, all LLCs have to file annual reports that include the following information:
You can learn more about the reporting and find the answers to your questions on the Florida Division of Corporations website.
The annual report is submitted before May 1 each year. If you meet the deadline, the filing fee will be $138.75. In the event the report is filed after May 1, you will pay $538.75. Try to submit your reports early to save money.
A limited liability company is a welcoming legal structure for many businesses. Start an LLC is easy. Select your state to start.