The limited liability company (LLC) is the most popular business entity in Florida for good reason: it shields owners from personal liability, offers flexible management, and is taxed as a pass-through by default — meaning no separate Florida income tax on profits, since Florida has no personal income tax. Forming one is largely a matter of filing the right document with the state and putting a few key agreements in place.
This guide walks through how to form a Florida LLC under the Florida Revised Limited Liability Company Act, Fla. Stat. ch. 605, from naming and filing to operating agreements and ongoing compliance. It is general legal information, not legal advice, and statutes and fees change — confirm current requirements with a Florida business attorney or the Division of Corporations before filing. For the bigger picture, see our overview of business law in Florida.
Step 1: Choose and clear a name
Your LLC’s name must include “limited liability company,” “LLC,” or “L.L.C.,” and it must be distinguishable from other entities already on file with the Florida Department of State, Division of Corporations. You can search existing names on Sunbiz before filing. Florida does not let you formally reserve a name for an LLC the way some states do, so the practical step is to confirm availability and file promptly. If you will operate under a brand different from the legal name, you must also register that fictitious name under Fla. Stat. § 865.09.
Step 2: Appoint a registered agent
Every Florida LLC must designate and continuously maintain a registered agent under Fla. Stat. § 605.0113. The agent must have a physical street address in Florida (not just a P.O. box) and be available during business hours to accept service of process and official mail. The agent can be an individual Florida resident or a company authorized to do business in Florida, and the agent must sign to accept the appointment. Many owners serve as their own agent; others hire a commercial registered-agent service for privacy and reliability.
Step 3: File the Articles of Organization
You create the LLC by filing Articles of Organization with the Division of Corporations under Fla. Stat. § 605.0201. The articles include:
- The LLC’s name and principal place of business;
- The registered agent’s name, Florida street address, and signature;
- The names and addresses of the members or managers (optional but common); and
- An effective date, if you want one other than the filing date.
The articles can be filed online through Sunbiz, and the state charges a filing fee (currently around $125 including the registered-agent designation, though figures adjust). Once accepted, the LLC legally exists.
Step 4: Adopt an operating agreement
Florida does not require an LLC to have a written operating agreement, but going without one is a mistake. The operating agreement is the internal contract among members that governs ownership percentages, capital contributions, how profits and losses are split, voting rights, management structure, and what happens when a member dies, leaves, or wants to sell. Without one, the default rules of Fla. Stat. ch. 605 fill the gaps — and those defaults may not match what the owners intended. A custom agreement is especially important for multi-member LLCs, where disputes over money and control are common.
Step 5: Decide member-managed vs. manager-managed
Florida LLCs are either member-managed or manager-managed under Fla. Stat. § 605.0407. In a member-managed LLC, all owners share authority to run the day-to-day business and bind the company. In a manager-managed LLC, the members appoint one or more managers (who may be members or outsiders) to run operations, while the members take a more passive, investor-like role. The choice should be stated in the articles or operating agreement, because it affects who has authority to act for the company.
Step 6: Get an EIN and handle taxes
Most LLCs need a federal Employer Identification Number (EIN) from the IRS — required if the LLC has employees, more than one member, or elects corporate taxation. By default, a single-member LLC is taxed as a disregarded entity and a multi-member LLC as a partnership, with profits passing through to the owners. Because Florida has no personal income tax, those pass-through profits are not taxed at the Florida level, though federal income tax and self-employment tax still apply. An LLC can also elect S-corporation or C-corporation tax treatment; a C-corporation election would subject it to Florida corporate income tax under Fla. Stat. ch. 220. If the LLC sells taxable goods or services, it must register with the Florida Department of Revenue for sales tax.
Step 7: File the annual report every year
To stay active, a Florida LLC must file an annual report with the Division of Corporations by May 1 each year. The report confirms the LLC’s address, registered agent, and management information. The filing fee is currently around $138.75 (figures adjust), and missing the May 1 deadline triggers a substantial late fee (currently $400). An LLC that fails to file is eventually administratively dissolved under Fla. Stat. § 605.0714. Reinstatement is possible but costs more, so calendar the deadline.
Maintaining liability protection
An LLC’s liability shield is not automatic forever — you have to respect it. Keep business and personal finances separate, use the LLC’s full legal name on contracts, maintain adequate records, and avoid commingling funds. If owners ignore the entity’s separateness, a court could “pierce the veil” in litigation and reach personal assets. Maintaining a registered agent, filing annual reports, and following the operating agreement all help preserve the protection that is the main reason to form an LLC in the first place.
Frequently asked questions
How much does it cost to form an LLC in Florida?
The Articles of Organization filing fee is currently about $125 (including the registered-agent designation), and the annual report fee is about $138.75. These figures adjust over time, so check the current amounts on Sunbiz before filing.
Do I need an operating agreement in Florida?
Florida law does not require one, but you should have it. Without a written operating agreement, the default rules of Fla. Stat. ch. 605 govern your LLC, and those defaults may not reflect how you and your co-owners actually want to split profits, votes, and control.
Can I be my own registered agent?
Yes, if you are a Florida resident with a physical street address in the state and are available during business hours. Many small-business owners serve as their own agent under Fla. Stat. § 605.0113, though some prefer a commercial service for privacy.
Does a Florida LLC pay state income tax?
Not by default. Florida has no personal income tax, so pass-through profits are not taxed at the state level. If the LLC elects to be taxed as a C-corporation, it would owe Florida corporate income tax under Fla. Stat. ch. 220, and sales tax may apply through the Department of Revenue.
Find a Florida business attorney
Forming an LLC is straightforward, but getting the operating agreement, management structure, and tax election right takes judgment — especially with multiple owners. A Florida business attorney can tailor your formation documents, coordinate with a tax professional, and help you keep your liability shield intact. Consider consulting a licensed Florida business lawyer before you file.