For an individual looking to start a new small business in Florida, organizing as a Florida limited liability company, or LLC, may be the best option. A Florida LLC has the same limited liability protections of a Florida corporation, but also has the pass-through entity taxation and flexibility of a Florida partnership. Forming and operating a Florida LLC as a business requires registration with local, state and federal government agencies.
Choose a name for your Florida LLC. Florida LLC law requires the name of an LLC to contain either the phrase “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC.” Additionally, the name of your Florida LLC must not be confusingly similar to the name of any business organization registered with the Florida Secretary of State.
Choose a registered agent for your Florida LLC. A registered agent is the person or business who receives service of process if your LLC is ever sued or subpoenaed. If you or another member of your LLC is not a Florida resident, you must retain a registered agent service, which is a business that will receive service of process on behalf of your LLC.
Navigate to the Florida Secretary of State website (see Resources) and either download the articles of organization form or fill it out online. The Florida Secretary of State permits the filing of the articles of organization online or by mail. Your LLC's articles of organization must include the name of your LLC, the mailing address of your LLC, the name and address of your LLCs registered agent and the name and address of LLC members and managers. As of 2010, the filing fee is $125.
Execute an LLC operating agreement. An operating agreement is a written contract that sets forth how an LLC will be managed. While Florida law does not require an operating agreement, they are highly advisable. Operating agreements typically contain provisions for conducting votes among LLC members, adding and removing LLC members and how to dissolve the LLC if necessary. An operating agreement will also assign duties and responsibilities to individual LLC members and managers, who are employees of the LLC responsible for the day-to-day management of the LLC.
Request an Employer Identification Number (EIN) from the IRS. An LLC must obtain an EIN if the LLC will be hiring employees or has more than one member. The IRS has an online application (see Resources) for obtaining an EIN. Obtaining an EIN is free.
File with the Florida Department of Revenue to pay corporate income tax (see Resources). If your LLC is taxed as a corporation, you must file Form F-1120. If your LLC is taxed as a partnership, you must file Form F-1065. As of 2010, the Florida corporate income tax is 5.5 percent of all LLC income derived from conducting business in Florida.
Register for any state or local business licenses. Depending on the type of business your LLC conducts, you will be required to obtain state and local licenses. The Florida Department of Business maintains an online database of business licenses and how to obtain them (see Resources).
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