Starting a Business in Florida
The Sunshine state, a great place to live and also to start a business. There are many types of entity that you can start and we will be explaining the LLC or “limited Liability Corporation” as this is the most commonly formed in Florida. Below you will find links for some key resources when starting out on a new venture in Florida.
- Check with your County Tax Collector to see if you need a license.
- Register your business with the Department of Revenue.
- Register with the IRS.
- Corporate entities or fictitious name registrants should register with the Department of State.
What is an LLC? Short for Limited Liability Company
LLC; Short for Limited Liability Company. This method of legally structuring a business combines the limited liability of a corporation with the flexibility and lack of formalities found in a partnership or sole proprietorship. If you, as a business owner, is looking to limit your own liability from business debts and lawsuits, you should consider creating an LLC. You can read more about an LLC here
Six Steps You Will Need to Take in Forming a Florida Limited Liability Corporation
From here you will find the steps ( listed 1-6 as outlined above ) that you will need to take in order to form your own LLC in the state of Florida.
6 Steps to Forming Your Florida LLC
- Naming Your LLC
The name of your LLC ( Limited Liability Company ) must be apparently different from names of other business entities that are currently on file with the Florida Division Of Corporations. Read more here
- Appointing a Registered Agent
Your Registered Agent; an agent for service of process in the state, is an individual person or a business entity, More here
- Filing Articles of Organization
When you file your Articles of Organization with the Florida Division of Corporations your Florida LLC is created. Read more
- Preparing an Operating Agreement
An Operating Agreement is an internal document that institutes how your LLC is run and operated. Read more
- Obtaining your EIN
EIN; ( Employer Identification Number ) Your LLC will need it’s own IRS EIN. More here
- Filing Annual Reports
To maintain an “active” status all Florida LLCs must file an Annual Report once a year. More here
1. Naming Your New Florida Business LLC
The name of your LLC ( Limited Liability Company ) must be apparently different from names of other business entities that are currently on file with the Florida Division Of Corporations.
Under Florida law, an LLC name must contain the words “Limited Company” or “Limited Liability Company,” or the abbreviations “L.C.” or “L.L.C.” The word “Limited” can be shortened to “Ltd.” and “Company” may be abbreviated as “Co.”
Names that you are considering for your LLC may be checked for availability by searching the Department of State: Division of Corporations business name database . Please be aware that you cannot reserve a name until you have organized your LLC.
When Using a Fictitious Business Name
Fictitious Business Names; also called a “Trade Name” , “ Assumed Name” or “DBA”( Doing Business As)
If you do not wish to use your LLC’s official legal name ( that is registered in your Articles of Organization ) when doing business in the real world , you may use a fictitious business name if you wish.
To accomplish this in the state of Florida, you will need to register your Fictitious name with the Florida Division of Corporations. You can mail in your printed and filed out Application for Registration of Fictitious Name or register online . Registration is valid for 5 years and the filing fee is $50.00.
2. Appointing a Registered Agent
Your Registered Agent; an agent for service of process in the state, is an individual person or a business entity that is authorized to do business in the state of Florida, has a physical street address in Florida and agrees to accept legal papers on your LLC’s behalf if in the event that your LLC is being sued.
3. Filing Articles of Organization
Your Articles must contain and include all of the below:
- The mailing address of the LLC’s principal Office
- LLC’s registered agent’s name, address and signature
- All of the LLC’s managers’ names and addresses
- The LLC’s effective date ( if different than the date of filing)
- The member’s or authorized representative’s signature
4. Preparing an Operating Agreement
An Operating Agreement is an internal document that institutes how your LLC is run and operated, outlines the rights and responsibilities of managers and members and how the LLC will be managed. This can help protect your limited liability by displaying that your LLC is genuinely a separate business entity.
- Although highly advisable, an LLC operating agreement is not required in the state of Florida.
- If you are without an Operating Agreement then state law for LLC will dictate how your LLC operates.
- If you have created an Operating Agreement it does not need to be filed with the Articles of Organization.
5. Obtaining your EIN – Employer Identification Number
EIN; ( Employer Identification Number ) Your LLC will need it’s own IRS EIN if your LLC has more than one member even if it has no employees.
For one-member only LLC’s you must have an EIN only if the LLC will have employees or you have elected to have it taxed as a corporation and not a sole proprietorship (disregarded entity).
You can file online for free and using the application on the IRS website to obtain your EIN.
6. Filing Annual Reports – Maintain LLC’s Active Status
To maintain an “active” status all Florida LLCs must file an Annual Report once a year.
- The report needs to be filed online between the dates of January 1st and may 1st and will be due the year following your LLC”s formation.
- The annual report fee is $138.75, although please be aware that after May 1st a $400.00 late fee will be added to the filing fee.
- Reminder notices for the LLC”s annual report are sent to the LLC’s email address that you have provided when you submit the document for filing.