What is an LLC in Florida?

The Limited Liability Company is the most popular business structure to operate a business not only in the USA but also across the world. It is not only an independent entity, but also protects your personal assets. LLC is a similar to, but different from a corporation. LLC is not required to arrange stockholder or management meeting and it also does not have to comply with the Florida Corporate Formalities.

How to File an LLC in the State of Florida?

Preliminary LLC Name Search in Florida

 LLC name availability must be checked with the State of Florida before filing an articles of organization with the SunBiz to form an LLC. State of Florida does not allow you to reserve the name. The name of the LLC must be distinguishable.

 Provide the following Information to prepare Articles of Organization Florida

• Proposed Limited Liability Company name and must be distinguishable.
• Principal place of business address and PO Box is not acceptable.
• Mailing address (PO Box is acceptable).
• Name and address of the registered agent. A registered agent is a person or an entity receives mail from the department.
• You can add any additional provision in the article.
• Corrospondence mail and email address.
• Select, whether it is a member managed or manager managed LLC.
• List all, member(s) or manager(s) names and addresses.

 Processing Time to Open LLC in Florida

 Estimated processing time to register an LLC in the state of Florida is 3-5 working days.

 Apply EIN for Florida LLC

You must obtain an EIN from the Internal Revenue Service to open bank account and filing taxes.

 How to apply Sales and Use Tax License Florida?

You must get a sales tax permit from the Florida Department of Revenue to sell taxable product or services. You can visit to the state website to check taxable items or services.

 Payroll Registration for the state of Florida

You must register for the withholding and an employment account registration, if you are planning to hire employees.

Filing LLC Taxes in Florida

• Disregarded  or Sole Owner LLC- reports income and loss on form 1040. Disregarded LLCs are those registers with one member/owner only.
• Multi-Member LLC- reports income and loss on form 1065 and members of the LLC  receive K-1 from.
• Filing Taxes as an S Corporation or Corporation- You can file an election with the Internal Revenue Service to treat your LLC an S Corporation or a C Corporation for the tax purposes only. The reason for the conversion is to take payroll, because the LLC member (s) / owner(s) cannot withdraw salary.
• State Taxes are not applicable in the state of Florida.

 Annual Report filing in Florida

• LLC is required to file annual report every year to conduct business in the state of Florida. Failure to file LLC annual report will automatically dissolve your LLC. The due date is May 1st of every year.
• If the future effective date is selected to start business, the entity’s first annual report form will be due January 1st of the calendar year following the year of formation. If a limited liability company is created late in the calendar year and it doesn’t expect to commence business until on or after January 1st of the upcoming year, it should add an effective date of January 1 for the coming year.
• If the effective date is in the next calendar year, it will delay the requirement to file an annual report until the following calendar year. Example: A limited liability company is formed December 1, 2007. if it added an effective date of January 1, 2008, the first annual report would not be due until January 1, 2009. If a 2008 effective was not listed, the first annual report would be due January 1, 2008.

 Certificate of Status Florida

Florida Certificate of Status is a document showing that your entity has been registered with the Florida State and in a good standing. Some banks may request you to provide them for their record.

LLC Operating Agreement for Florida

Creating an operating agreement is not required to form an LLC in the state of Florida, but it is recommended, because your bank or the departments may request you to provide.

Open a Bank Account for Florida LLC

Maintaining a bank account is required in the state of Florida for your business activities.

 Florida LLC registration for a Non US Resident

A Non US Resident can form an LLC in the State of Florida without having a social security number. A Non US Resident will file taxes as a Non US Resident, and can register either a domestic Florida LLC or Create a Foreign Entity of the existing entity like a branch office. You can create a Manager, Managed LLC, if you are not present in the USA..

File Articles of Domestication Florida

• Florida divisions of corporation allows out of state entities to move to Florida with their existing age.
• You will also use the same Employer Identification Number of the existing company.
• You are required to notify to the Internal Revenue Service that your company has been moved to the State of Florida from the other state.

Choose a future effective date to start company in Florida

• The state of Florida gives you an option to choose a future effective date to start business, if you are not ready now.
• The effective date of the entity can be selected up to 5 business days prior to the date of receipt or up to 90 days after the date of receipt.

File Articles of Conversion Florida

• The state of Florida allows to convert a Limited Liability Company to a Corporation or vice versa, and you will apply for a new Employer Identification Number after a conversion taken place, because the structure has been changed of your existing business.
• You can also convert a foreign entity into a domestic entity of Florida and can use the same Employer Identification Number.

 File Certificate of Merger Florida

• A merger or consolidation  is a contract to unite two existing companies into one new entity.
• In a merger, you have a surviving and disappearing companies.
• All disappearing companies must be listed in the article to merge into a surviving company.
• The merger shall be effective on the date or time this certificate of merger is filed with the division of corporation. You can also choose a future effective date for a merger.
• The merger or consolidation must be adopted in accordance with the law under which it is organized or formed and, if applicable, in accordance with the provisions of the operating agreement or bylaws for corporations.

Do I have to file a Florida amendment?

No, You can make the following changes with the Florida secretary of state online for Corporations, Limited Liability Company, Limited Liability Partnership and for Limited Partnership.There is not charge in altering the following information, and generally state of Florida takes 3-5 days to update the records.

• Entity's current email address is listed with the Florida Secretary of state to send you reminders.
• Street principal address
• Mailing address, if different from the business address and it can be PO Box too.
• The address listed for any officer, director, manager, general partner, authorized member, etc. currently designated on State of Florida records.
• You can also update your Employer Identification Number at Florida state website.
• Florida law requires a fee to change the registered agent’s address.