How to Form an LLC in Florida

1. 1

   Confirm LLC is actually the right entity

   An LLC is the default answer for most small Florida businesses, but not all. Licensed professionals (physicians, lawyers, CPAs, architects) generally must form a Professional Service Corporation or PLLC under Ch. 621. Businesses planning to raise VC money are better off as Delaware C-Corps. If profit is consistently above ~$50K, plan now for an S-Corp election down the line.

2. 2

   Pick and clear a name

   Under § 605.0112, Fla. Stat., an LLC name must contain “Limited Liability Company,” “LLC,” or “L.L.C.” and must be distinguishable on Sunbiz from other active Florida entities. Search at search.sunbiz.org before filing; a name that’s even one letter off a competitor will generate a rejection and burn your filing fee. Consider also whether the matching .com and USPTO trademark class are available.

3. 3

   Designate a registered agent

   Every Florida LLC must list a registered agent with a physical street address (not a P.O. box) in Florida, available during business hours to accept service of process. You can serve as your own, but that makes your home address a public record. Most clients use a commercial registered-agent service ($100–$150/year) or their attorney.

4. 4

   File the Articles of Organization on Sunbiz

   Submit the Articles of Organization through sunbiz.org with the $125 state fee (covers the $100 filing fee plus a $25 registered-agent designation). Online filings are typically accepted within 2–5 business days. The Articles require the LLC name, principal office address, registered agent name and address, and, optionally, manager/member names. You do not have to disclose members on the Articles.

5. 5

   Draft a real operating agreement

   This is the step most self-filers skip, and it’s the one that actually matters. Under § 605.0105, Fla. Stat., a Florida operating agreement can override most default statutory rules, but only to the extent it addresses the issue. Without an agreement, Ch. 605 defaults control, and those defaults are not what most owners want (especially around transfers, buyouts, voting deadlocks, and distributions). Single-member LLCs need one too, it’s a material factor courts look at when deciding whether to pierce the veil.

6. 6

   Get an EIN from the IRS

   Apply free at irs.gov for an Employer Identification Number. You’ll need it to open a business bank account, hire employees, and file tax returns. Foreign owners without an SSN/ITIN must apply by fax or mail using Form SS-4 and receive the EIN in 4–6 weeks.

7. 7

   Open a dedicated business bank account

   Commingling personal and LLC funds is the single most common way small-business owners lose their liability shield. Open a separate account in the LLC name using the EIN letter, Articles, and operating agreement. Every business dollar should flow through this account.

8. 8

   Decide on S-Corp election, and do it on time

   If you want S-Corp taxation for the current year, Form 2553 must generally be filed within 2 months and 15 days after the start of the tax year (IRC § 1362(b)). For a brand-new LLC, that means 2 months and 15 days from the date of formation. Late elections can be salvaged under Rev. Proc. 2013-30, but it’s easier to get the timing right the first time. S-Corp treatment typically becomes worthwhile once net profit clears ~$50K–$70K.

9. 9

   Florida taxes and licenses

   Florida has no personal income tax and no state-level LLC tax for default pass-through treatment. You will still need: a sales-tax registration with the Department of Revenue (if selling goods or taxable services), county and city local business tax receipts, and any industry-specific licenses (contractor, realtor, healthcare). Every LLC also owes an annual Sunbiz report ($138.75) due May 1 each year; miss it and the state administratively dissolves the LLC in September.

10. 10

    Document governance and keep it alive

    Adopt the operating agreement by member consent, issue membership certificates (optional but helpful), and keep a minute book with major decisions. File the annual report every year. Keep the registered agent current, they’re often the only party who receives notice of a lawsuit.

Paul Kogan

Fort Lauderdale Litigation Attorney, The Kogan Firm, P.A.

• 15+ years
• Florida Bar
• Martindale Peer Rated

This guide is for informational purposes only and does not constitute legal or tax advice.