Florida enacted its first LLC laws in 1982 and they were restated in new legislation passed in 1999, known as the Florida Limited Liability Company Act. The restated laws were in response to then-recent changes in federal and state tax laws. The act provides for the formation of domestic LLCs and professional service LLCs, as well as registration of LLCs formed outside of Florida, called foreign LLCs. The Florida Department of State oversees enforcement of the act and provides online services and information to facilitate the compliance of business owners. Owners of an LLC are known as members.
Florida LLC law requires filing articles of organization with the department of state to bring a domestic LLC into existence. The minimum information required for the articles includes the LLC name, its principal business and mailing address, and the name and address for the LLC’s registered agent, managers and manager-members. The registered agent must also sign the articles, consenting to the duties of agent, which are accepting legal documents on behalf of the LLC. The members organizing the LLC must also sign the articles.
Florida LLC law also authorizes the formation of a professional limited liability company, or PLLC. To qualify to form a PLLC, if there is more than one member, all members must be authorized to render the same professional services such as legal or medical services. The members may be comprised of a group of individuals, professional services corporations or other PLLCs in any combination of the three groups. Qualified members form the PLLC in the same manner as a domestic LLC.
An LLC formed in another state or country, or foreign LLC, cannot engage in business in Florida without a certificate of authority from the department of state. The application for the certificate requires certain information: foreign LLC name, the state or country where it was formed, date of formation and duration, principal place of business in Florida, name and address of Florida registered agent, name and address of and managers or manager-members, and business purpose. The consequences for failing to obtain a certificate of authority include payment of back fees, penalties and interest, as well as being precluded access to Florida courts.
Corporations Division's Online LLC Services
The Florida Department of State Division of Corporations provides a number of services online to facilitate formation of an LLC and other compliance with Florida’s LLC laws. For example, a pre-printed, fill-in-the-blank articles of organization with instructions is available for downloading and use. The articles can also be filed electronically through the division’s website. Florida LLC law also requires the filing of an annual report between January 1 and May 1 that provides current information on the LLC’s registered agent, managers and managing-members. You can also file this report online using the division’s website.
- Greenberg Traurig: New Florida Limited Liability Company Act
- Florida Senate: Florida Statutes 608.407 Articles of organization
- Florida Senate: Florida Statutes 621.051 Limited liability company organization
- Florida Senate: Florida Statutes 608.503 Application for certificate of authority
- Florida Senate: Florida Statutes 608.502 Consequences of transacting business without authority