How to open your LLC in Florida
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[seopress_breadcrumbs]If you're thinking about opening an LLC in Florida, it can be an excellent option for both foreigners and residents who want to establish their business in the United States. Florida is a state with a thriving economy and a diverse business market, which offers numerous opportunities for those looking to expand their businesses.
The process of opening an LLC in Florida is quite simple, with a $125 filing fee. In addition, Florida offers a range of services and resources to help business owners keep their LLC running smoothly.
If you have questions or doubts about how to open an LLC in Florida, don't worry. In this guide, we'll give you all the information you need in detail and walk you through the steps required to set up your LLC in Florida. Let's get started!
Table of contents
What are the advantages of an LLC in Florida?
These are some of the reasons why opening an LLC in Florida can be a great option for you:
Flexibility
In general, LLCs have no restrictions on the number of members allowed, and members have flexibility in how they structure the management of the company. LLCs can have several members (like Partnerships) or a single member (Single-Member LLC).
Florida LLCs also decide how their business operates through the Operating Agreement. Members can therefore decide how they split profits (not necessarily by ownership percentage), how interests are sold, how the LLC is dissolved, etc…
Tax Benefits
Florida offers a favorable tax environment for businesses, with low taxes and a simple tax structure. LLCs in Florida have no state income tax, which reduces the tax burden on businesses.
LLC owners benefit from “pass-through taxation“, meaning the LLC's profits and losses pass through to their personal tax returns. Therefore, the LLC does not pay taxes as a company.
In addition, Florida LLCs can choose to be taxed as a C corp or as an S-Corp.
Limited liability protection
A Limited Liability Company in Florida offers limited liability protection to the company's members, which means their liability is limited to the amount of their investment in the company. If the company runs into financial or legal difficulties, the personal assets of the Florida LLC's members are protected.
Quick and easy registration process
The process of registering an LLC in Florida is quick and easy, which means you can start operating the company in a short time. In addition, the Florida Secretary of State offers online services for registering and renewing LLCs, which makes the process even easier.
Credibility
Besides liability protection, forming your LLC in Florida helps establish your business's credibility. When you officially register your company as an LLC, you are signaling to the public that it is a professional, legitimate operation.
This is especially important for a sole business owner, since customers have more options than ever and are more likely to choose a company that inspires more trust. Any credibility you can build with your future customers is extremely important.
Who can register an LLC in Florida?
Anyone, whether a U.S. citizen or a foreigner, can open an LLC in Florida as long as they meet the registration and document filing requirements set by the state.
How to open an LLC in Florida
Now that you know Florida is the right state for you to open your LLC in the United States and that you meet the requirements to open it, let's look at the steps to follow to have an active LLC in Florida.
1. Choose your LLC's name
Deciding on your Florida LLC's name is the first step and one of the most important. Not only should you keep in mind how important this is for your business's brand, but you must also meet certain legal requirements set by the State of Florida:
- Your Florida LLC's name must include the words Limited Liability Company, LLC or L.L.C.
- The name you choose must not be used by another company in the state of Florida. You can search the Florida Secretary of State's website to determine whether a particular business name is in use, or use this tool: Florida LLC name checker
- It cannot include words used to name a government agency (i.e., State Department, CIA, FBI, Treasury, etc.)
- There are certain restricted words (bank, attorney, solicitor, credit union, etc.) that may require additional documentation or licenses.
2. Choose your registered agent
Whether you decide to register your LLC in Delaware, open it in Florida, or form it in Wyoming or in New Mexico, every LLC must have a registered agent. A registered agent is a person designated to receive legal documents on behalf of the LLC. After receiving the documents, the registered agent is responsible for forwarding them to the LLC's owners. In short, the registered agent is the official point of contact between the LLC and the state of Florida, and helps ensure the LLC meets all the necessary legal and regulatory requirements in the state.
Florida allows an owner or employee to act as registered agent. To do so, the person must be a Florida resident, over 18 years old and have a physical address within the state. This address is known as the "registered office" and can be the same as your business address. If you meet the requirements, you can appoint yourself as registered agent of the Florida LLC.
Alternatively, there are registered agent services. We recommend turning to these recommended companies, which take care of registering your LLC and providing registered agent services.
3. File the "Articles of Organization" form
The Articles of Organization are the document that officially forms your LLC. They can be obtained online and must be completed and filed with the Division of Corporations of the Department of State. This can also be done online through Sunbiz.org, or you can fill them out and send them by mail.
Filing the articles of organization costs $125. This is known as the filing fee.
To prepare your articles, you will usually need the following information:
- Your LLC's name and principal office address.
- The name and address of your registered agent (P.O. boxes are not accepted).
- The name and address of all the Florida LLC's members.
- The name and address of the manager if the LLC is member-managed.
- A reason why you formed the LLC. It can be a general statement.
- The duration of the LLC, or the period of time during which the LLC will exist.
- Management structure: Will the LLC be managed by managers or by the members?
- The person forming the LLC must sign the articles. In addition, in Florida the registered agent must also sign .
Once you file your Articles, the Florida Secretary of State will review the filing. This process usually takes about 2 weeks. If the articles are approved, the LLC becomes a legal business entity.
4. Draft your operating agreement
An LLC's operating agreement is a document that sets out the rules for how an LLC will be managed. It usually includes the following provisions:
- What percentage of ownership each member has in the company
- Who can make decisions on behalf of the company or has voting rights at meetings (for example, managers, board members)
- How meetings are held and who leads them
- What happens if a partner decides to sell or transfer their interest in the company.
- Whether the members will cover future expenses
- Having an operating agreement is not mandatory, but we strongly recommend having one, since your company could be exposed to liabilities without it.
If you don't have an LLC operating agreement, the state of Florida's default rules will apply. If you want to create an Operating Agreement, here is a template you can download and fill out.
Download Operating Agreement template
5. Apply for an EIN
The IRS is the agency that will assign you a nine-digit Employer Identification Number (EIN) to identify your LLC for tax purposes. You can get your EIN by mail or online through the IRS.
The purpose of an EIN is to help with the following:
- Filing and managing taxes at the state and federal level
- Obtaining licenses and permits
- Opening a business bank account.
- Hiring employees.
EINs are free and available on the IRS website.
Outsource the formation of your Florida LLC and skip all these complex processes
[elementor-template id="459"]What to do after registering my LLC in Florida?
Registering your LLC is only the beginning. Once you've completed all the previous steps, there are a few points we recommend you take into account.
Open a bank account dedicated to your Florida LLC
An LLC needs a separate bank account to maintain its limited liability. Why? Having limited liability status means your company is its own legal entity, separate from the people who own it. If you mix company funds with your own personal money, a court could decide that your company loses its corporate veil.
Your business bank will most likely ask you for:
- The Florida LLC's articles (a copy is enough)
- The LLC's operating agreement
- the LLC's EIN
- an LLC Resolution to open a bank account (if your LLC has more than one member).
The recommended banks for your business account as a foreigner in the USA are Mercury, Relay, Revolut, AirWallex, Wise, Bank of America, Chase.
Plan your Florida LLC's taxes
- Florida law requires all LLCs to file an annual report. This report can only be filed online.
The fee for filing this annual report is $138 and it is due on May 1 each year.
The good news is that your first Annual Report isn't due until the year after the company was formed. For example, if your LLC was formed on January 5, 2023, your first annual report won't be due until May 2024.
- State taxes: As we saw earlier, LLCs are pass-through entities, so the responsibility for paying federal income taxes falls on the LLC's individual members. Since Florida is one of the few states with no personal income tax, this means LLC members who reside in the state won't owe state income tax on their LLC earnings.
- Employer taxes: Does your LLC have employees in the United States? If so, you'll have to pay employer taxes. Some of these taxes are paid to the IRS, but Florida business owners may also have to pay taxes to the state.
Meet your annual obligations
Your LLC will have obligations to meet every year, such as filing the annual report we mentioned in the previous step.
You can file your annual report as early as January 1, but late filing will incur a $400 penalty. If you don't pay before September 4 of the same year, you risk having your LLC closed.
That's why having a trustworthy registered agent to keep you informed and help you handle these matters is extremely important. Remember to renew it every year if you've hired an outside service.
Apply for Licenses
For certain types of businesses, you may need licenses from the state of Florida, your locality or even the federal government to operate legally.
The main issuer of business licenses is the Florida Department of Business and Professional Regulation (DBPR). It provides a complete list of all the occupations it regulates, a great resource when you're trying to determine whether your business needs a license.
What is an LLC?
An LLC, or limited liability company, is a legal business structure that combines the features of a partnership and a corporation, giving its owners (called members) limited liability for the company's debts and obligations. This means members are not personally liable for the company's debts. In addition, the LLC offers flexibility in management and tax structure, and the LLC's income and losses pass directly to the members and are taxed on their personal tax returns, avoiding double taxation. If none of the LLC's members are U.S. nationals, taxes will therefore not have to be paid in the USA.
How much does it cost to form an LLC in Florida?
The cost of forming an LLC in Florida is $125, which is the filing fee. Also factor in the cost of hiring and renewing a registered agent (between $100 and $300) and the $138 annual report.
How long does it take to form an LLC in Florida?
Applications to open an LLC in Florida usually take between two and 15 days. Current processing times are available on the Division of Corporations website. This is the time it takes to get your articles of organization approved. While other states offer expedited processing for an additional fee, that is not the case in Florida.
What are the obligations of a non-resident's Florida LLC?
A non-resident's Florida LLC must: Renew its registered agent every yearFile the annual report ($138) before May 1 each year It is advisable to consult a lawyer or tax advisor to make sure you meet all the specific obligations a Florida LLC may have.
How many members can a Florida LLC have?
A Florida LLC can have one or more members, and Florida state law sets no maximum number. Single-member LLCs, where one person is the LLC's only member, are also allowed. The number of members can affect the LLC's structure and decision-making, so it's important to carefully consider the LLC's structure and goals when deciding on the number of members.
How do you dissolve an LLC in Florida?
Just as there is a process for setting up an LLC in Florida, there is also one for ending it. You can file your Articles of Dissolution online. Otherwise, mail these printed documents along with your payment information.
Do Florida LLCs have to file an annual report?
That's right, the Florida annual report is a document your LLC files every year to confirm or update your company's information in the state's records. It costs $138 each year. It must be filed before May 1.
Written by
Ignacio Navarro
Ignacio Navarro is a Certified Public Accountant, founder of Start Companies and a specialist in U.S. companies for entrepreneurs, freelancers and digital businesses in Latin America. With training in international taxation and studies at UCEMA, he advises non-resident clients on forming and maintaining LLCs, opening bank accounts, invoicing, accounting and taxes. His experience combines tax strategy, compliance and practical vision for operating in the U.S. in a simple, organized and professional way.
