Florida LLC
For Florida-based entrepreneurs, the Limited Liability Company (LLC) offers a variety of benefits over the standard Corporation and Partnership structures. Read more below
$125
Filing fees
$138.75
Annual report fees
0%
State income tax
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Why we like StartGlobal?
My genuine thoughts
Willy Justin
Founder, Statepedia
StartGlobal: Legal + Taxes + Bookkeeping for solopreneurs
Product
For small businesses, managing taxes, accounting and everything legal is just a pain. Nobody wants to do it, but they have to. Instead of working with CPAs, attorneys and others separately, Start brings all of them under a single subscription. It’s just smooth.
Team
I know the team behind StartGlobal very well. It’s a very hardworking group of individuals who are genuinely passionate about small businesses. They are backed by successful founders like Balaji Srinivasan, Biz Stone(Twitter) and others.
Price
Getting a CPA or attorney is a matter of thousands of dollars. It’s just unfair to pay so much when you’re a small business. Start has a single subscription that covers it all. It is a definite money saver.
$599 one-time
What is an LLC?
Limited Liability Company
LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.
Limited liability
Personal assets are protected for people with limited liability when they are sued.
Corporation
A business entity that can issue shares and give limited liability to shareholders.
Members
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Sole proprietorship
Where an individual engages in business activity without formal organization.
Types of LLC
Depends on the number of members and whether it has elected to change its IRS classification.
Single-member LLC
Has only a single member. IRS considers it as a sole proprietorship for tax purposes.
LLC as C-corp
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Multi-member LLC
Has two members. IRS considers it as a partnership for tax purposes.
LLC as S-corp
A special election for a maximum of 100 US shareholders.
Actions
The following are some common actions in a Florida Limited Liability Company. Click on any of the actions below to read the steps:
How to add a Florida LLC member?
Follow these 6 steps:
1. Check your operating agreement
If you have an operating agreement, check the procedure for adding a new member. Follow the voting and transfer procedures accordingly.
2. Default Florida provisions
If you do not have an operating agreement, you will have to follow the Florida’s default rules as mentioned in Florida statutes (605.0401)
According to the default provisions, all the existing members of the LLC must vote and consent to add a new member.
3. File Articles of Amendment
To update your articles of organization with the new member’s details, you need to file Articles of Amendment with the Florida Department of State, Division of Corporations. You will have to mail the document. You cannot file the amendment online.
Filing fees
$25
Address
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
4. Get EIN if necessary
Some single-member LLCs don’t require an Employer Identification Number (EIN) from the IRS. If you were one of these, now you will require one after you add a new member. If you already had one, you don’t have to do anything now.
5. Update Responsible party with IRS
If you want the new member to be the responsible party with the IRS, then you have to file Form 8822-B with the IRS within 60 days of the change. However, if you’re not changing the responsible party, you don’t have to file this.
Notify within
60 days
6. Update your operating agreement
Amend your operating agreement to include the names and details of the new member.
Entity name
Every LLC should have a unique name in Florida. Florida maintains a list of names of entities in the state. Go through it to check if your chosen name is available.
Search for names
Go to the official website of the Florida business name search tool to see if the name you want is available.
Searching fee
Free
Reservation
You cannot reserve a name for your LLC in Florida. Alternatively, you can directly go ahead with the LLC formation without any reservation.
LLC naming guidelines
The name you choose for your LLC must the official naming guidelines.
Florida Statutes §605.0112
Visit
Here are some of the guidelines in simple language:
- 1
Must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC” as will clearly indicate that it is a limited liability company instead of a natural person, partnership, corporation, or other business entity.
- 2
Don’t include terms that indicate that you are doing an activity that you are not authorised to do.
- 3
Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.
- 4
Don’t use words that makes it seems like you are a governmental entity or has an affiliation.
Operating agreement
Operating agreement is an internal business document that outlines the general rules and policies of the LLC.
Importance
It is not a legally mandatory document. However, it is recommended to have one since many courts, banks and financial institutions use it for verification. It is also nice to clearly outline the duties and relations between multiple members of an LLC—so you avoid any confusion in the future.
Format
There is no ‘required’ format for an operating agreement. You can include anything reasonable in it. In general, it has the following sections:
Basic Business information
Contains name, address, names and details of members, purpose
Member relationship
Contains membership interest, decision making process, powers, duties.
Membership transfer
Contains details on how to add or remove members and managers.
Accounting and tax
Contains details on how company records and distributions are maintained.
Dissolution
How to dissolve, wind up and terminate, due process to follow and exceptions.
LLC Annual Report
Every LLC has to file this report in Florida to stay compliant with the state laws.
Filing Annual Report
Florida LLC is expected to file this report annually by May 1
File it online on Florida Department of State website
Visit
Online fee
$138.75
Processing time (if paid online)
instant
Failure to pay
Florida charges a $400 penalty if you miss the May 1st filing deadline. In addition, failure to file your annual report by the third week of September will cause your LLC to be dissolved.
Florida Trademark
Florida trademark registration helps protect a business’ name, logo, or slogan from use by another business in the state of Florida.
Difference between trademark and service mark
Trademark identifies goods or physical products.
Service mark identifies tangible services.
Requirements for Florida trademark registration
- 1
You should be using the mark in connection to your goods or services in Florida before registering it.
- 2
Your mark must be different from other trademarks registered with Florida and with USPTO.
Registered agent
A registered agent is an agent of your LLC on whom any notice, process or demand may be served. Every LLC in Florida needs to have a registered agent located in the state.
Requirements
According to Florida Statute § 617.0501:
- 1
Registered agent can be an individual or an authorised organisation.
- 2
Registered agent must have a street address where they can personally receive service of process.
- 3
Office of Registered agent cannot be just a mailbox service of a telephone answering service.
- 4
Registered agent must give a documented consent to serve as your LLC's agent. Their signature is required while filing the formation documents
Failure to maintain registered agent
If you fail to maintain a registered agent, there shall be a penalty of $500 for each year, or part of a year.
Articles of Organization
In Florida, Articles of Organization is the form you file with the Secretary of State to form an LLC. It contains the articles of formation for the LLC.
Filing Articles of Organization
There are a couple of ways to file
File it online on Florida Department of State Sunbiz website
Visit
Mail a form to the state department
PDF
Address
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Online fee
$100
Online processing time
2-4 weeks
Mailing fee
$100
Mail processing time
2 - 4 weeks
EIN
An Employer Identification Number, also known as Federal Tax Identification Number, is used to identify a business entity.
Who must have an EIN?
Single member LLC elected to be taxed as C-corp or S-corp
Single member LLC with an employee
All multi-member LLC
Business license
Some businesses need to get business licenses to operate in Florida. Businesses dealing with physical products often need registration.
Seller’s permit
To collect, accrue and remit taxes, you may need to register your entity with Florida Department of Revenue. When you register, you get annual resale certificate for sales tax also known as a seller’s permit.
How to get seller’s permit?
You can apply for it through Department’s online Florida Business Tax Application
Fee
Free
Permit expiry
Dec 31 yearly
LLC in Florida
Florida is a well-known southern state for its business-friendly environment. Various types of legal entities are often chosen by entrepreneurs who establish businesses in Florida.
Florida Business search
Florida LLC add member
Florida LLC remove member
Page sponsorWhy we like StartGlobal?
My genuine thoughts
Willy Justin
Founder, Statepedia
StartGlobal: Legal + Taxes + Bookkeeping for solopreneurs
Product
For small businesses, managing taxes, accounting and everything legal is just a pain. Nobody wants to do it, but they have to. Instead of working with CPAs, attorneys and others separately, Start brings all of them under a single subscription. It’s just smooth.
Team
I know the team behind StartGlobal very well. It’s a very hardworking group of individuals who are genuinely passionate about small businesses. They are backed by successful founders like Balaji Srinivasan, Biz Stone(Twitter) and others.
Price
Getting a CPA or attorney is a matter of thousands of dollars. It’s just unfair to pay so much when you’re a small business. Start has a single subscription that covers it all. It is a definite money saver.
$599 one-time