How to form a Florida LLC

Understand Florida’s advantages

Florida’s combination of no personal income tax, a large consumer base, and investor familiarity makes the state a popular destination for new LLCs. The Florida Division of Corporations, often referred to as Sunbiz, offers straightforward online filings and quick turnaround times. However, the state does require an annual report and imposes penalties for missing the May 1 deadline. Knowing the full formation lifecycle helps avoid costly surprises while you focus on launching operations.

Step 1: Confirm name availability

Your LLC name must include “Limited Liability Company,” “LLC,” or “L.L.C.” and be distinguishable from existing Florida entities. Use Sunbiz’s online search tool to check availability. You can reserve a name by filing the Application for Reservation of Name with a 25 dollar fee, though many founders go straight to forming the LLC because the online system locks the name once the articles are submitted. Investigate federal trademarks and domain names to avoid conflicts and maintain consistent branding.

Step 2: Appoint a Florida registered agent

Florida requires a registered agent with a physical street address in the state and availability during regular business hours. The agent can be an individual resident or a company authorized to operate in Florida. If you are forming the LLC remotely, hire a commercial registered agent service; most charge 100 to 200 dollars annually and forward service of process and official notices. Keep agent details current by filing the Statement of Change if the address or contact changes.

Step 3: File Articles of Organization

File the Articles of Organization online at Sunbiz.org for the fastest processing. The filing fee totals 125 dollars (100 dollars for the articles plus a 25 dollar registered agent designation fee). The form requests the LLC’s name, principal office address, registered agent information, and whether the company is member-managed or manager-managed. You can add optional provisions such as the effective date or duration. After submission, Sunbiz typically processes filings within one to two business days. Download the filed articles and the certificate of status for your records.

Step 4: Draft an operating agreement

Florida does not mandate operating agreements, but the document is essential for clarifying ownership rights, decision-making, and profit distributions. Include details on capital contributions, voting thresholds, manager authority, and procedures for adding or removing members. If you plan to court investors or partners later, a robust operating agreement confirms your governance framework and reduces negotiation friction. Store the agreement with corporate records and update it as ownership changes.

Step 5: Obtain an EIN and set up tax accounts

Apply for an Employer Identification Number from the IRS via the online application. Florida LLCs with employees or taxable sales must register with the Florida Department of Revenue for sales tax, reemployment tax, and other applicable programs. Businesses selling tangible personal property, certain services, or digitally delivered products should review sales tax rules carefully; Florida audits aggressively when returns are missing. If you operate in a county with additional discretionary surtaxes, configure your accounting system to collect the correct combined rate.

Banking, bookkeeping, and insurance

Banks routinely request the Articles of Organization, EIN letter, and operating agreement before opening accounts. Draft resolutions that authorize signers to avoid problems when someone visits the branch. Implement bookkeeping software early so you can produce financial statements on demand—a requirement for many lenders and landlords. Consult an insurance broker about general liability, professional liability, and workers’ compensation coverage; Florida enforces strict workers’ compensation rules for contractors and construction trades.

Local and industry licenses

Statewide licensing is limited, but most counties and municipalities issue local business tax receipts. Cities like Miami, Tampa, and Orlando require zoning approvals if you operate from a commercial or home-based location. Regulated professions—including real estate, health care, and construction—must secure permits from the Florida Department of Business and Professional Regulation or other specialized boards. Verify industry requirements before accepting clients to avoid cease-and-desist orders.

Foreign registration and multistate operations

If you plan to transact business outside Florida, research foreign qualification requirements. Georgia, Alabama, and many Northeastern states expect you to register before signing leases, hiring employees, or opening bank accounts in their jurisdictions. Foreign registration usually requires a Florida certificate of status, which you can order from Sunbiz for a small fee. Keep a log of every state where you operate to ensure annual reports and franchise taxes are filed on time.

Annual reports and deadlines

Florida LLCs must file an annual report between January 1 and May 1 each year to maintain an “active” status. The online filing fee is currently 138.75 dollars. Missing the deadline triggers a 400 dollar late fee, and the state administratively dissolves the LLC in September if the report remains outstanding. Add recurring reminders to your compliance calendar, and submit the report early to avoid payment portal bottlenecks near the deadline.

Keep corporate records organized

Maintain a secure repository for filed articles, operating agreements, membership certificates, tax returns, and minutes. Document major decisions—such as admitting a new member or entering a significant contract—in written resolutions. Accurate records strengthen liability protection and make due diligence smoother when you pursue financing or a sale.

Build your Florida compliance checklist

Create a calendar that captures the annual report deadline, sales tax return due dates, payroll deposit schedules, and license renewals. Include reminders for bookkeeping closes, bank reconciliations, and insurance audits. Assign specific owners to each task so responsibilities remain clear when staff changes. Review the checklist quarterly to accommodate new locations, employees, or product lines that trigger additional filings.

Dissolution procedures

If you eventually wind down operations, file Articles of Dissolution with Sunbiz after paying debts and distributing assets. Cancel sales tax and payroll accounts with the Department of Revenue, close local business tax receipts, and inform counterparties that the company is dissolving. Retain records for at least five years to handle audits or legal inquiries.

Focus on ongoing compliance

Formation is only the beginning. Continue reconciling bank accounts monthly, review insurance coverage annually, and log contracts in a centralized system. Revisit your operating agreement when membership interests change, and refresh cash flow forecasts before taking on new obligations. Maintaining these routines keeps your Florida LLC in good standing and frees you to scale confidently.