What Is an LLC in Florida?
A limited liability company is a business entity formed under the Florida Revised Limited Liability Company Act (Fla. Stat. § 605.0101 et seq.) that provides its owners with limited liability protection while offering flexible management and pass-through federal tax treatment. Members are generally not personally liable for the LLC’s debts and obligations; their risk is limited to their investment in the company.
An LLC may be managed by its members directly (member-managed) or by one or more designated managers (manager-managed). Under Fla. Stat. § 605.0407, an LLC is member-managed by default unless the operating agreement or articles of organization expressly provide for manager management. For federal tax purposes, a single-member LLC is treated as a disregarded entity and a multi-member LLC is treated as a partnership, though either may elect corporate taxation by filing IRS Form 8832. The members govern the LLC’s internal affairs through an operating agreement, which may modify many of the statutory default rules. Florida does not impose a personal income tax on LLC members, but an LLC that elects to be taxed as a corporation is subject to Florida’s corporate income tax. Every Florida LLC must also file an annual report with the Division of Corporations to remain in good standing.
Florida LLC Name Search
The LLC’s name must be distinguishable in the records of the Florida Department of State from the names of all other entities on file. Under Fla. Stat. § 605.0112, the name must include the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” to clearly indicate the entity’s nature. A name that differs from an existing name only by a suffix, article, the word “and” versus the ampersand symbol, singular versus plural form, or punctuation is not considered distinguishable. The name may not contain language implying that the LLC is organized for an unauthorized purpose or that it is connected with a state or federal government agency.
Before filing, an organizer should search the Division of Corporations’ Sunbiz entity name search to check whether the proposed name is available. Passing this preliminary search does not guarantee the Division will accept the name—final determination occurs when the articles of organization are reviewed.
Name Reservation: A person may reserve the exclusive use of an LLC name for a nonrenewable 120-day period by delivering an application to the Department of State. The application must set forth the applicant’s name and address and the proposed name. Under Fla. Stat. § 605.01125, the reservation is nonrenewable, and the fee is $25.00. The owner of the reserved name may transfer the reservation to another person by delivering a signed notice of transfer to the Department.
Choosing an LLC Registered Agent in Florida
Every LLC formed in Florida must designate a registered agent and continuously maintain a registered office in the state. The registered agent receives service of process, legal notices, and official correspondence on behalf of the LLC. Under Fla. Stat. § 605.0113, the registered agent must be one of the following:
- An individual who resides in Florida and whose business address is identical to the registered office address
- A domestic entity that is an authorized entity (such as a corporation, LLC, limited partnership, or limited liability partnership) whose business address is identical to the registered office address
- A foreign entity authorized to transact business in Florida that is an authorized entity whose business address is identical to the registered office address
The registered office must be a physical street address in Florida—not a P.O. Box. An entity cannot serve as its own registered agent, though an individual principal of the LLC may serve in that role. The designated agent must file a written statement of acceptance with the Department of State, confirming familiarity with and acceptance of the obligations of the position. The registered agent’s signature on the articles of organization satisfies this acceptance requirement for the initial agent.
Note: Typing a person’s name as a signature on the online filing without their permission constitutes forgery under Fla. Stat. § 831.06. An LLC that fails to maintain a registered agent may be unable to maintain or defend lawsuits in Florida courts and faces a daily penalty of up to $500 under Fla. Stat. § 605.0113(5).
LLC Filing Requirements in Florida
An LLC is formed in Florida by signing and delivering articles of organization to the Florida Department of State, Division of Corporations, for filing. Under Fla. Stat. § 605.0201, one or more persons may act as authorized representatives to form the LLC. The official form is the Articles of Organization for Florida Limited Liability Company, and detailed filing instructions are published by the Division.
The articles of organization must state the following:
- The name of the LLC, which must comply with Fla. Stat. § 605.0112
- The street and mailing addresses of the LLC’s principal office
- The name, street address in Florida, and written acceptance of the LLC’s initial registered agent
The articles may also contain optional statements, including whether the LLC is manager-managed, the names and addresses of managers or members, and a description of any limitations on a person’s authority within the company. A professional limited liability company must state a single specific professional purpose.
- Online: File through the Sunbiz e-filing portal using a credit card (Visa, MasterCard, American Express, or Discover), debit card, or a prepaid Sunbiz E-File Account. An electronic signature, the authorized representative’s typed name, has the same legal effect as an original signature under Fla. Stat. § 15.16.
- By Mail: Print and complete the Articles of Organization PDF form, sign it, and mail it with a check or money order payable to the Florida Department of State to: Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314.
Both online and mailed filings are processed in the order received. Current processing dates are published on the Division’s document processing dates page. The filing fee is $100.00 for the articles of organization plus a mandatory $25.00 registered agent designation fee, for a total of $125.00.
The LLC’s existence begins on the date the Division receives and files the articles, unless the articles specify an alternate effective date. An organizer may specify a delayed effective date up to 90 days after filing or a prior effective date within 5 business days before filing. Under Fla. Stat. § 605.0207, the LLC is formed when the articles become effective and at least one person becomes a member.
Note: If an LLC is formed between October 1 and December 31 but does not expect to transact business until the next calendar year, the organizer may specify January 1 of the following year as the effective date. This postpones the LLC’s first annual report obligation by one full calendar year.
Annual Report: Every Florida LLC must file an annual report with the Division of Corporations between January 1 and May 1 of each calendar year following the year in which the articles of organization became effective. Under Fla. Stat. § 605.0212, the annual report fee is $138.75. A $400.00 late fee is assessed if the report is filed after May 1, bringing the total to $538.75. Failure to file results in administrative dissolution.
How Much Does it Cost to Create an LLC in Florida?
| Cost | Mandatory or Optional | Amount | When It Applies | Official Source |
| Articles of Organization filing fee | Mandatory | $100.00 | At formation | Florida Division of Corporations LLC fee schedule |
| Registered Agent Designation fee | Mandatory | $25.00 | At formation (included in filing) | Florida Division of Corporations LLC fee schedule |
| Name Reservation | Optional | $25.00 | Before formation, to reserve a name for 120 days | Florida Division of Corporations LLC fee schedule |
| Certificate of Status | Optional | $5.00 | At formation or anytime thereafter | Florida Division of Corporations fee schedule |
| Certified Copy of Articles | Optional | $30.00 | At formation or anytime thereafter | Florida Division of Corporations fee schedule |
| Annual Report (filed by May 1) | Mandatory (annually) | $138.75 | Between January 1 and May 1 of the year following formation | Florida Division of Corporations LLC fee schedule |
| Annual Report late fee | — | $400.00 | Assessed if annual report is filed after May 1 | Florida Division of Corporations annual report page |
| Federal EIN | Mandatory (if LLC has employees) / Optional but recommended | $0.00 | After formation | IRS EIN online application |
| Florida Business Tax Registration (sales tax, reemployment tax) | Mandatory if selling taxable goods/services or hiring employees | $0.00 | Before conducting taxable sales or hiring employees | Florida Department of Revenue registration page |
LLC Operating Agreement in Florida
Florida law does not require an LLC to adopt a written operating agreement, but the statute fully recognizes and enforces one. Under Fla. Stat. § 605.0105, the operating agreement governs relations among the members, the rights and duties of managers, the activities and affairs of the company, and the means of amending the agreement itself. The definition of “operating agreement” in the Florida Revised Limited Liability Company Act is broad; it “may be oral, implied, in a record, or in any combination,” but a written agreement is strongly recommended for clarity and enforceability.
The operating agreement is not filed with the Division of Corporations. It is an internal governance document retained by the LLC and its members. To the extent the operating agreement does not address a matter, the statute’s default rules apply. Under Fla. Stat. § 605.0407, the default management structure is member-managed, meaning all members share equal authority over the LLC’s business unless the operating agreement or articles expressly designate manager management. Profits and losses, absent a contrary agreement, are allocated based on the value of each member’s contributions. A person who becomes a member is deemed to assent to the operating agreement under Fla. Stat. § 605.0106, regardless of whether the new member signs it.
Key provisions an operating agreement should address include: the management structure and voting rights of members or managers, the allocation of profits and losses, restrictions on the transfer of membership interests, capital contribution obligations, procedures for admitting new members, conditions for member withdrawal or expulsion, indemnification of members and managers, and procedures for dissolution and winding up. The operating agreement may not eliminate the duty of loyalty or the duty of care, though it may alter those duties if the alteration is not manifestly unreasonable. A single-member LLC should also maintain an operating agreement, because it reinforces the legal separation between the member’s personal assets and those of the LLC.
How to Get an EIN for an LLC in Florida
A federal Employer Identification Number (EIN) is a nine-digit number issued by the Internal Revenue Service that identifies the LLC for federal tax purposes. Any LLC that has employees, files certain federal tax returns (such as excise tax returns), or withholds taxes on income paid to a nonresident alien must obtain an EIN. A single-member LLC with no employees is not required to obtain an EIN unless it elects a non-default tax classification, but one is generally needed to open a business bank account and is recommended for all LLCs.
The fastest method is the IRS online EIN application, which issues the EIN immediately upon completion. The applicant must have a valid Taxpayer Identification Number (SSN or ITIN), and the LLC must be formed and located in the United States or U.S. territories. The online tool is available Monday through Friday from 6:00 a.m. to 1:00 a.m. (next day), Saturday from 6:00 a.m. to 9:00 p.m., and Sunday from 6:00 p.m. to midnight, all Eastern Time. The application must be completed in a single session—it cannot be saved and resumed.
Alternatively, the organizer may complete IRS Form SS-4 and submit it by fax (EIN issued in approximately 4 business days) or by mail (approximately 4 to 5 weeks). The EIN application requires the name and Taxpayer Identification Number of the LLC’s responsible party — the individual who controls, manages, or directs the LLC and the disposition of its funds and assets. For a single-member LLC, this is typically the sole member. There is no fee to apply for an EIN.
Registering for State Taxes in Florida
Florida does not impose a personal income tax, so LLC members whose company is taxed as a pass-through entity, whether as a disregarded entity or partnership, owe no state income tax on their distributive share of LLC profits. An LLC that elects to be taxed as a corporation, however, is subject to the Florida corporate income tax, which applies to corporate income apportioned to Florida.
Florida’s primary tax obligation for most newly formed LLCs is the state sales and use tax. If the LLC will sell taxable goods or services in Florida, it must register as a sales and use tax dealer before conducting business. Florida’s general sales tax rate is 6%, and many counties impose an additional discretionary sales surtax. Registration is completed through the Florida Business Tax Application administered by the Florida Department of Revenue, or by submitting a paper Form DR-1. There is no fee to register.
The same Florida Business Tax Application is also used to register for other taxes and fees that may apply to specific industries, including gross receipts tax on utility services, communications services tax, documentary stamp tax, and the reemployment (unemployment) tax. An LLC that hires employees must register for reemployment tax through this application—the Department of Revenue administers that tax rather than a separate labor agency.
| Tax Type | Agency | Registration Method | Fee |
| Sales and Use Tax | Florida Department of Revenue | Florida Business Tax Application or Form DR-1 | $0.00 |
| Reemployment (Unemployment) Tax | Florida Department of Revenue | Florida Business Tax Application or Form DR-1 | $0.00 |
| Corporate Income Tax (if LLC elects corporate taxation) | Florida Department of Revenue | Florida Business Tax Application or Form DR-1 | $0.00 |
Note: Florida has no state personal income tax and no franchise tax or annual entity-level tax on LLCs beyond the annual report fee paid to the Division of Corporations. The primary ongoing state tax obligations for most LLCs are sales tax collection (if applicable) and reemployment tax (if the LLC has employees).
Registering as an Employer in Florida
An LLC that hires employees in Florida must register with the appropriate state agencies for reemployment tax, workers’ compensation coverage, and new hire reporting. Because Florida has no state personal income tax, there is no state income tax withholding registration.
Reemployment Tax: Florida’s unemployment insurance program is called the Reemployment Assistance Program, and the associated employer tax is administered by the Florida Department of Revenue. Only the first $7,000 of wages paid to each employee per calendar year is subject to the tax. New employers register through the Florida Business Tax Application. Employers with stable employment records receive reduced tax rates after a qualifying period.
Workers’ Compensation Insurance: Florida law requires most employers to carry workers’ compensation insurance. Under the coverage requirements published by the Division of Workers’ Compensation, construction industry employers must have coverage if they employ one or more workers (including LLC members who are not exempt), non-construction industry employers must have coverage if they employ four or more workers, and agricultural employers must have coverage when employing six or more regular employees or twelve or more seasonal workers. Coverage is obtained through private insurance carriers — Florida does not operate a monopolistic state fund. LLC members may apply for exemptions from coverage through the Division of Workers’ Compensation.
New Hire Reporting: Florida employers must report new hires and, as of October 1, 2021, independent contractors to the Florida Department of Revenue’s Child Support Services for Employers portal. Reports must be submitted within 20 days of the hire date.
| Obligation | Agency | Registration Method |
| Reemployment (Unemployment) Tax | Florida Department of Revenue | Florida Business Tax Application |
| Workers’ Compensation Insurance | Florida Division of Workers’ Compensation (Florida Department of Financial Services) | Private carrier; exemptions filed with the Division of Workers’ Compensation |
| New Hire Reporting | Florida Department of Revenue | Child Support Services for Employers |
The LLC must also comply with federal employer obligations, including filing IRS Form 941 (Employer’s Quarterly Federal Tax Return), paying FUTA (Federal Unemployment Tax Act) taxes, and completing Form I-9 (Employment Eligibility Verification) for each new hire.