Form a Florida LLC
Florida Limited Liability Company
(LLC)
General Incorporation Requirement to
form a LLC:
A LIMITED LIABILITY COMPANY is a hybrid form of business
entity combining some of the attributes of a corporation
with the status of a partnership.
Any entity that transacts business in Florida as a
limited liability company is required by Florida Statutes
to file Articles of Organization or an application
for authorization with the Division and pay the filing
fee. These documents must be typewritten or printed
legibly in the English language. The professional advice
of your legal counsel to ascertain exact compliance
with all statutory requirements is strongly recommended.
All limited liability companies must file a Uniform
Business Report with the Division each year between
January 1 and May 1 and pay the filing fee. Failure
to file will result in administrative dissolution
of the limited liability company or loss of authorization
to transact business in Florida as a foreign limited
liability company.
Basic Information Required to File
Florida Limited Liability Company Documents
Articles of Organization containing the following
information.
- The name of the limited liability
company, which must end with the words “limited liability company” or “limited
company” or their abbreviation “L.L.C.”, “L.C.”, “LLC”,
or “LC”. (The word “limited” may
be abbreviated as “Ltd.” and the word “company” may
be abbreviated as “Co.”)
- The mailing address and the street address of the
principal office of the limited liability company
- The name and Florida street
address of the limited liability company’s
registered agent. The registered agent must sign
and state that he/she is familiar
with and accepts the obligations of the position.
- The Articles of Organization must be executed by
at least one member or authorized representative
of a member. The execution of the document constitutes
an affirmation under the penalties of perjury that
the facts stated therein are true.
- (Optional) If an effective date is listed, the
date must be specific and can not be more than five
business days prior to or 90 days after the date
of filing.
Basic Information Required to File
Foreign Limited Liability
Company Documents
A foreign limited liability company must submit an
original certificate of existence that is no more than
90 days old, duly authenticated by the official having
custody of records in the jurisdiction under the law
of which it is organized. If the certificate is in
a language other than English, a translation of the
certificate under oath of the translator must accompany
the certificate.
The form prescribed by the Department
of State titled “Application
By Foreign Limited Liability Company For Authorization
To Transact Business In Florida” must be used.
The completed form must accompany the other required
documents. The following information is required on
the form.
- The name of the foreign limited
liabil-ity company to be filed. (The name of the
foreign limited liability
company must end with the words “limited liability
company” or “limited company” or their
abbreviation “L.L.C.”, “L.C.”, “LLC”,
or “LC”. (The word “limited” may
be abbreviated as “Ltd.” and the word “company” may
be abbreviated as “Co.”)
- The jurisdiction under the law of which the foreign
limited liability company is organized
- The Federal Employer Identification (FEI) number,
if applicable
- The date of organization
- Duration: The year the limited
liability company will cease to exist or “perpetual”
- Date first transacted business in Florida
- Street address of principal office
- If the limited liability company is to be managed
by one or more managers, a statement that the limited
liability company is a manager-managed company.
- The names and usual business addresses of the managing
members or managers.
- The nature of business or purpose to be conducted
or promoted in Florida.
- Attach a separate Certificate of Designation of
Registered Agent/Registered Office containing:
A) The name of the limited liability company and
B) The name and the Florida street address of the registered agent and registered
office. Do not enter a post office box, mail drop box or personal mail box
(PMB) address on the Certificate. The registered agent must sign a statement
on the Certificate accepting the appointment as registered agent.
The application must be executed by one member or an authorized representative
of a member.
Note: For detailed statutory requirements of any limited
liability company, see the applicable sections of Chapter
608, Florida Statutes. For detailed statutory requirements
of a professional limited liability company, see Chapter
621, Florida Statutes.
This information is a courtesy of Florida
Small Business Web Site. The information is
an effort between Florida
Department of State and Florida Small Business
to provide a guideline for doing business in Florida.
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