To start an LLC in Florida, choose a name that meets section 605.0112, appoint a registered agent, file articles of organization with the Division of Corporations on Sunbiz, get an EIN from the IRS, sign an operating agreement, obtain any local and state licenses and file an annual report each year between January 1 and May 1.
A limited liability company is the most common way to organize a small business in Florida. It is created under the Florida Revised Limited Liability Company Act, chapter 605 of the Florida Statutes, and the Florida Department of State, Division of Corporations, handles the filings through its Sunbiz website. Many owners form their LLC without a lawyer, and the filing itself is designed to be manageable. This guide walks through every step in order, cites the law behind each one and points out where professional help tends to matter most.
What are the steps to start an LLC in Florida?
- Choose a name that meets Florida's naming rules.
- Appoint a registered agent with a Florida street address.
- File articles of organization with the Division of Corporations.
- Get an employer identification number (EIN) from the IRS.
- Sign an operating agreement among the members.
- Obtain the local business tax receipt and any state licenses or registrations your business needs.
- File an annual report every year to keep the company active.
The sections below explain each step.
Step 1: How do I choose a name for a Florida LLC?
Section 605.0112 of the Florida Statutes sets two basic rules. First, the name must include "limited liability company," "L.L.C." or "LLC." Second, it must be distinguishable on the records of the Department of State from the names of other entities already on file. Florida is strict about what counts as different: names that differ only by a suffix, an article such as "the," the word "and" versus "&," a singular or plural form, or punctuation are not considered distinguishable. You can search existing names on Sunbiz before you file.
A name that clears the state's records is not automatically safe to use. Another business may already be using a similar name or have trademark rights in it, even without a Florida entity on file. Before you invest in signage and a website, it is worth thinking about brand protection, which our trademark attorneys can help with.
Step 2: Who can be my LLC's registered agent?
Every Florida LLC must continuously maintain a registered office and a registered agent in Florida (section 605.0113(1)). The agent can be an individual who lives in Florida or a qualifying business entity, and in either case the agent's business address must be the same as the registered office address. The agent must also sign a written acceptance of the appointment (section 605.0113(2)). The agent's job is to forward to the company any legal process, notice or demand it receives (section 605.0113(3)).
You can serve as your own agent if you meet the requirements, or appoint someone else. Weigh the trade offs, including privacy, since the agent and registered office appear in public records.
Step 3: How do I file articles of organization on Sunbiz?
The articles of organization are the document that creates the LLC. Under section 605.0201, they must state:
- The company's name.
- The street address and mailing address of its principal office.
- The name and Florida street address of the initial registered agent, with the agent's written acceptance.
The articles may include more, such as whether the company is manager managed, but they do not need to. You file them with the Division of Corporations online through Sunbiz or by mail, along with the filing fee set by the Division of Corporations. Because the articles are public, many owners keep them short and put the details of how the company works in the private operating agreement.
One choice to think about before filing is the effective date. The Division's instructions explain that an LLC's existence begins when the articles are filed unless they specify an acceptable later effective date, and the effective date determines the year your first annual report is due.
Step 4: Does a Florida LLC need an EIN?
An employer identification number is a federal tax ID for businesses, issued by the IRS. The IRS provides EINs free of charge, and you can apply online. Most LLCs need one to open a business bank account, hire employees or file certain tax returns. Florida also asks for it: the LLC's annual report must include its federal employer identification number, or state that one has been applied for (section 605.0212(1)(d)). How your LLC is taxed is a separate question to discuss with your accountant.
Step 5: Do I need an operating agreement?
Florida does not require you to file an operating agreement, and it is never filed with the state. But every Florida LLC has one in a legal sense. Section 605.0102(45) defines an operating agreement as the members' agreement about the company, which "may be oral, implied, in a record, or in any combination thereof," including the agreement of a sole member. Where the agreement is silent, the default rules in chapter 605 apply (section 605.0105(2)).
Those defaults may not match what you intend. For example, an LLC is member managed unless the articles or operating agreement expressly say it is manager managed (section 605.0407(1)). A written agreement lets you decide how profits are split, who makes decisions and what happens when a member leaves. Our article on the Florida LLC operating agreement explains the key clauses.
Step 6: What licenses does a new Florida LLC need?
Florida does not issue a single statewide general business license. Instead, most businesses need a local business tax receipt from the county and, if located in one, the city, under chapter 205 of the Florida Statutes. Some businesses also need a professional or industry license from a state agency such as the Department of Business and Professional Regulation, and businesses that sell taxable goods or services must register with the Florida Department of Revenue before they begin (section 212.18(3)). If you will do business under a name other than the LLC's exact legal name, you generally must register that fictitious name first (section 865.09). Our Florida business license guide lays these out in a table.
Step 7: How do I keep my Florida LLC active?
Every Florida LLC must file an annual report with the Department of State between January 1 and May 1 each year, beginning the year after its articles take effect (section 605.0212). If the report is not filed by 5:00 p.m. Eastern Time on the third Friday in September, the Department may administratively dissolve the company (section 605.0714). Our article on the Florida LLC annual report covers what the report contains and how reinstatement works.
Staying active also means keeping a registered agent in place, updating the state when your agent or address changes and keeping company records in order.
What does a Florida LLC filing not do for you?
Filing articles of organization creates the company, but it leaves many practical questions unanswered:
| Question | Answered by the Sunbiz filing? | Where it is answered |
|---|---|---|
| Does the company exist? | Yes | Articles of organization |
| Who owns what percentage? | No | Operating agreement |
| Who makes decisions and how? | Only if manager management is stated | Operating agreement, or the chapter 605 defaults |
| How are profits distributed? | No | Operating agreement |
| What happens if a member leaves or dies? | No | Operating agreement and the owner's estate plan |
| Can the business legally operate here? | No | Local business tax receipt and any state licenses |
When does it make sense to use a lawyer to form an LLC?
Plenty of single owner businesses form an LLC on their own without trouble. The value of an attorney rises with the stakes and the number of people involved. It is worth talking to a lawyer when:
- There are two or more owners, especially if they contribute different things, such as money from one and work from another.
- Investors are involved now or may be later.
- The business will own real estate, valuable intellectual property or significant equipment.
- You are converting an existing business or buying one.
- You want the LLC to work together with your estate plan, so ownership passes smoothly if something happens to you.
In those situations, the filing is the easy part. The operating agreement, the ownership structure and how the company fits with your other plans are where the real decisions sit. Our business formation service covers entity choice, the filings and the governing documents together, as part of our wider business and corporate law practice.
Can I convert or fix an LLC I already formed?
Yes. Many owners form an LLC online and come back to the paperwork later, often when a partner joins or a bank asks for the operating agreement. The company's articles can be amended, an operating agreement can be signed after formation, and records can be brought up to date. Our business contracts team also prepares the partnership and vendor agreements that usually follow.
If you would like to talk through your plans in person, you can meet with us at our Orlando office, in Fort Lauderdale or in Indian Harbour Beach.
David Cannady is the founding partner of Cannady & Associates. A former Florida prosecutor, he was admitted to The Florida Bar in 2014 and earned his J.D. at Florida State University College of Law.
This article is general information about Florida law, not legal advice for your situation. Laws change; talk to a lawyer about your facts.
