Florida LLC Formation Guide

Free guide to Florida LLC formation by LLC attorney, including strategic guidance for drafting a Florida operating agreement to properly structure the LLC.
Jeramie Fortenberry, J.D., LL.M.

Jeramie Fortenberry, J.D., LL.M.

Attorney

Published May 09, 2023 Last updated Jul 11, 2023

There are two primary documents needed to properly form a Florida limited liability company (LLC):

  1. Articles of organization. An LLC’s articles of organization is a document the owners file with the Florida Division of Corporations to officially begin the LLC’s existence under Florida law.1 The articles of organization includes only minimal information to name the company and to identify its registered agent.
  2. Operating agreement. An LLC’s operating agreement is an agreement between the business owners that governs the company’s internal affairs.2 The operating agreement is a blueprint for LLC operations—covering important matters like governance of the LLC, tax classifications, and distribution of LLC profits.

A Florida LLC is properly formed only after both of these governing documents are created, signed, and in-place.

Preparing the Florida Articles of Organization

The articles of organization is a straightforward document filed with the Florida Division of Corporations to legally create an LLC.3 Florida law requires articles of organization to include only three items:

  1. The LLC’s name;
  2. The street and mailing address of the LLC’s principal office; and
  3. The name, street address, and written acceptance of the LLC’s initial registered agent.4

Although not technically required, it is often advisable to also designate the company’s management structure—either member-managed or manager-managed—and include the names of the members or managers with authority to act for the LLC.

Most new Florida LLCs file their articles of organization using the two-page form published by the Florida Division of Corporations titled Articles of Organization for Florida Limited Liability Company. The form asks about the LLC’s management and includes basic instructions for completing the document. There are also filing instructions and a form cover letter that helps the Division of Corporations correctly process the document.

Choosing a Name for a Florida LLC

A new Florida LLC’s articles of organization lists the company’s official name—which must comply with the following naming rules for Florida limited liability companies:

  • The name must contain the words “limited liability company” or the abbreviation “LLC” or “L.L.C.”5
  • The name must be distinguishable from existing entities—other than partnerships and fictitious names (d/b/a’s) already on file in Florida.6 There is an exception if the other entity consents to the new LLC’s use of the name.
  • The name cannot suggest that the LLC is formed for a purpose not allowed for Florida LLCs or not permitted under the company’s articles of organization.7
  • The name cannot suggest that the LLC is connected with a state or federal government agency or a corporation or other entity chartered under federal law.8

As a practical matter, it is always best to search the Florida Division of Corporations records before deciding on a name for an LLC. A preliminary search allows the filer to identify and address potential name conflicts early in the Florida LLC formation process.

Designating a Registered Agent for a Florida LLC

Every Florida LLC must have a registered agent that maintains a registered office in the state of Florida.9 The registered agent serves as an official point of contact for the business. An LLC’s registered agent has legal authority to receive official communications for the LLC and to accept service of process in connection with legal matters.10

Florida law requires an LLC’s registered agent to have a business address that is identical to the company’s registered office address and to be:

  • An individual Florida resident;
  • A business entity registered in Florida; or
  • An out-of-state entity that has authority to transact business in Florida.11

A Florida LLC’s articles of organization must list the name and Florida street address of the LLC’s initial registered agent.12 The registered agent must sign the articles of organization to indicate that he or she is familiar with and accepts the obligations of the registered agent position.13 There is a space for the registered agent’s signature within Article III of the Division of Corporations’ articles of organization form.

A Florida LLC cannot be its own registered agent, but an LLC owner (member) or manager who lives in Florida can fill the role and use his or her address for the registered office address. The disadvantage of this approach is that the member or manager gives up some privacy, and additional filings with the Division of Corporations will be needed whenever the registered agent moves. Hiring a commercial registered agent—a service that charges an annual fee to serve as a business entity’s registered agent—allows for greater consistency and organization and may reduce the company’s paperwork requirements.

Choosing a Management Structure for a Florida LLC

Florida LLCs may be either member-managed or manager-managed. The manager-managed structure is the better option for most businesses—even if the LLC owners will be actively involved in managing the business. Florida’s LLC statute—called the Florida Revised Limited Liability Company Act—presumes that an LLC is member-managed “unless the operating agreement or articles of organization expressly provide” that the LLC is manager-managed.14 Some states require an LLC to select the manager-managed model in its articles of organization (or equivalent formation document). But Florida lets LLCs choose the manager-managed structure in their operating agreements.

Even though it is not technically required, it is best to specify the management structure in the Florida articles of organization. A statement about the LLC’s management structure is not included in Florida’s articles of organization form, but it can be added as a custom provision within Article VI (“Other provisions, if any”).

Declaring the manager-managed structure in the articles of organization gives third parties legal notice that the LLC is manager-managed.15 This imputed notice to third parties (particularly creditors) can help protect the company and its assets by making third parties aware that the company’s managers have decision-making authority for the business. A third party who acquires a member’s interest cannot later claim that he or she believed the interest includes management rights.

Signing and Filing the Florida Articles of Organization

Before filing, the articles of organization must be signed by the LLC’s initial registered agent (within Article III) and by a member or other authorized representative of the company (at the end of the document).16

The signed articles of organization is then submitted to the New Filing Section of the Florida Division of Corporations, along with the $125.00 filing fee. The address for filing is:

New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

Effective Date of a Florida Limited Liability Company

An LLC’s effective date is the date when an LLC officially begins its existence as an entity. Under Florida law, an LLC is effective when the Division of Corporations accepts its articles of organization—unless the articles of organization specify a prior effective date or delayed effective date.17 If the articles of organization specify an effective date other than the date of filing, the effective date can be:

  • Up to 5 business days before the date of filing; or
  • Up to 90 calendar days after the date of filing.

Florida Limited Liability Company Operating Agreement

A Florida LLC is legally formed when its articles of organization are filed and effective, but the minimal information in the articles of organization does little to structure the company. An LLC’s members must also create a Florida LLC operating agreement to have a properly formed company. The operating agreement is essentially a contract between the members and the company that serves as the LLC’s constitution. It governs issues like:

  • The relationships between the members as members and between the members and the LLC;
  • The rights and duties of managers;
  • The LLC’s activities and affairs and how those activities and affairs are conducted; and
  • The requirements and procedure for amending the operating agreement.18

Is an Operating Agreement Necessary for a Florida LLC?

A written operating agreement between members is not legally mandatory for a Florida LLC.19 Nonetheless, it is generally unwise for an LLC to proceed without an operating agreement—even if the company has only one member.

Florida’s LLC statute includes default provisions that govern an LLC in the absence of an operating agreement.20 The default rules can (and often do) conflict with members’ plans for the business. An operating agreement lets members tailor the LLC’s administration and operations to their own business model and preferences. Without an operating agreement, business owners cannot take full advantage of the flexibility and legal benefits that make the LLC business model attractive.

Among other things, a good operating agreement addresses allocation of profits and losses between members, distributions to members, procedures for making major decisions and resolving disagreements, and rules for transfers of membership interests. By addressing these types of important matters in advance, an operating agreement reduces the risk of disputes between members and helps the company to continue running smoothly when issues come up.

Other Considerations When Filing a New Florida LLC

A fully formed Florida LLC may have other legal issues to consider early in the company’s existence. Florida requires LLCs to file annual reports each year to continue “active” status.21 An LLC must start filing annual reports the year after the calendar year in which the company is formed. The annual report fee is $138.75.

The annual report must be filed online with the Division of Corporations’ website between January 1 and May 1. That means that—depending on the time of year when the LLC formed—its first annual report may be due within only a few months after formation.22

Depending on the nature of the business, a new LLC’s members may want to take steps to protect intellectual property. Registration of a business name with the Florida Division of Corporation limits the ability of other entities to use the same name in Florida, but it is not the same as trademark protection. Business owners who want their business name to be a protected trademark should check the state and federal (USPTO) database to find out if the name is already taken. If not, the company can file a trademark application with the U.S. Patent and Trademark Office.

  1. Fla. Stat. § 605.0102(58)(d).
  2. Fla. Stat. § 605.0102(55)(e).
  3. Fla. Stat. § 605.0201(1).
  4. Fla. Stat. § 605.0201(2).
  5. Fla. Stat. § 605.0112(1)(a).
  6. Fla. Stat. § 605.0112(1)(b).
  7. Fla. Stat. § 605.0112(1)(c).
  8. Fla. Stat. § 605.0112(1)(d).
  9. Fla. Stat. § 605.0113(1).
  10. Fla. Stat. § 605.0113(3).
  11. Fla. Stat. § 605.0113(1)(b).
  12. Fla. Stat. § 605.0201(2)(c).
  13. Fla. Stat. § 605.0113(2).
  14. Fla. Stat. § 605.0407(1).
  15. Fla. Stat. § 605.0103(4)(b)(4).
  16. Fla. Stat. § 605.0203(1).
  17. Fla. Stat. § 605.0207.
  18. Fla. Stat. § 605.0105(1).
  19. Fla. Stat. § 605.0102(45).
  20. Fla. Stat. § 605.0105(2).
  21. Fla. Stat. § 605.0212.
  22. Fla. Stat. § 605.0212(3).