The term “LLC” stands for Limited Liability Company.

As the name “LLC” implies, Florida LLC provides the same limited liability for its members as does a corporation. Members enjoy limited liability for the debts, obligations and liabilities incurred by the business as well as liability stemming from possible legal action. 

Normally, members cannot lose more than the amount they invested in the LLC. If the LLC goes bankrupt, the members will not be liable for its debts. 

Should someone sue the LLC and it is found liable, they can take the LLC’s property to satisfy the judgment but if that property does not satisfy the judgment, they will not be able to take a member’s personal assets, i.e. home, car, or bank account. 

Protection of members’ personal assets is a major advantage of Florida LLC. 

There are exceptions to members’ limited liability to keep in mind. For example an exception to a member’s limited liability occurs when the LLC has recklessly harmed people or has been used to perpetuate a fraud.

Articles of organization must be filed with Florida to form Florida LLC. While an operating agreement does not have to be filed, it is an important document that you should have, setting forth the members’ rights and responsibilities, their share of ownership, their voting rights, their shares of profits and losses and their distribution rights, all of which can be different and without regard to their capital contribution. One or more managers make management decisions and “run the business” for the inactive members.

Why form an LLC in Florida?

If you’re searching for a business structure that provides the same level of limited liability as a corporation but without the burden of formal structures and ongoing requirements, a Florida LLC is an excellent choice. 

The flexibility and simplicity of this option offer a distinct advantage, especially when compared to other corporate setups.

Those  who decide to incorporate as a Florida S corporation will gain an additional advantage: the ability to minimize self-employment taxes for the owners. This is a significant consideration, especially for those looking to optimize their tax situation.

 Florida LLC taxation 

In the state of Florida, a Limited Liability Company (LLC) has the option to elect either corporate taxation or opt for the pass-through tax framework applicable to sole proprietorships, partnerships, and S corporations. This choice determines how profits and losses are distributed, potentially differing from members’ ownership shares. 

While Florida LLCs and Florida S corporations share similarities, an LLC is much more flexible and is easier and less complicated to operate than a corporation.

Some points to consider when forming Florida LLC

• Official documentation must be appropriately filed with the state of Florida, accompanied by the requisite state filing fees, to establish the Florida LLC.
• Under the law, a Florida LLC holds a distinct status as an individual entity, separate from its members and managers. This separation safeguards the personal assets of the members.
• A Florida LLC generally possesses the freedom to engage in any lawful business activities, granting entrepreneurs flexibility in pursuing their chosen ventures.
• Florida LLCs benefit from a streamlined approach with fewer obligatory formal reports and diminished paperwork compared to corporations, reducing administrative burdens.

Limited liability

• Similar to shareholders, directors, and officers of corporations, members and managers of a Florida LLC typically enjoy limited liability. Their exposure is confined to their contributed capital, safeguarding personal assets from liability.
• A prominent advantage of a Florida LLC lies in safeguarding the personal assets of its members. This barrier shields personal holdings from potential business liabilities.
• Similar to corporations, exemptions to limited liability exist for Florida LLCs. Instances can arise where the LLC’s members and managers could be subject to personal liability.

Taxation of LLC businesses in Florida

​​A Florida LLC has the option to select corporate taxation or adopt the pass-through tax structure of proprietorships, partnerships, and S corporations.

Members and employees in a Florida LLC formation

• Florida LLC members can be categorized into multiple classes, irrespective of their capital contributions. Each class can possess distinct voting rights, profit and loss shares, and distribution entitlements.
• Employees often prefer employment with an LLC compared to a sole proprietorship or partnership.
• Management options for a Florida LLC include member-based or manager-based governance.
• Florida LLCs are not constrained by a maximum member count, allowing for an unlimited number of members. 
• Corporations, partnerships, and trusts can also be members of a Florida LLC.

Public perception of LLCs in Florida

LLCs are generally perceived by the public as more substantial entities compared to sole proprietorships and partnerships.

Steps to forming a Florida LLC

1. Choose a name for your LLC

• The name must be unique and include “LLC” or “Limited Liability Company.”
• You can search the Florida Division of Corporations’ online database to ensure the name is not already taken.

2. Designate a registered agent

Choose a registered agent with a physical address in Florida who will accept legal papers on behalf of your LLC.

3. File Articles of Organization

• Prepare and submit the Articles of Organization to the Florida Division of Corporations.
• There will be a filing fee, which you can find on the official website.

4. Prepare an operating agreement

Although not required by the state, it’s advisable to have an operating agreement outlining the members’ rights and responsibilities.

5. Obtain an Employer Identification Number (EIN)

Apply for an EIN from the IRS if you plan to have employees or if your LLC has more than one member.

6. Register for state taxes

If applicable, register for state taxes through the Florida Department of Revenue.

7. Obtain necessary business licenses and permits

Depending on your industry, you may need specific licenses or permits. Check with local and state agencies.

8. File annual reports

Florida requires LLCs to file an annual report, usually by a specific date. There will be a fee for this as well.

9. Compliance with other legal obligations

Ensure that you comply with other legal obligations specific to your industry or locality.

10. Open a business bank account

To keep personal and business finances separate, open a bank account specifically for your LLC.

Get informed: FAQs about creating a Florida LLC 

How much does it cost to start an LLC in Florida?

Filing fee (required): $100.00

Registered agent fee (required): $25.00

These fees are mandatory whether you choose to do it yourself (DIY) or utilize online incorporation services.

This $125 total covers the essential costs associated with initiating the LLC formation process in the state. 

Can I set up my own LLC in Florida?

Yes, you can set up your own LLC in Florida. The process involves submitting the necessary forms and information to the Florida Department of State. While you can handle this process independently, Maxfillings can assist you in forming your corporation with accuracy and compliance with all requirements.

Where do I go to start my LLC in Florida? 

While you can start an LLC in Florida by filing the necessary forms with the Florida Department of State Division of Corporations, there’s a simpler way to do it. By choosing Maxfilings, you can incorporate your business in less than 5 minutes without the headache of navigating the complex process yourself.

At Maxfilings, everything is taken care of for you. From filing the right forms to understanding specific requirements, our team of experts is here to ensure a smooth process. And if you have any questions, you can just call us up. Our goal is to make starting your LLC as easy and stress-free as possible, so you can focus on growing your business.

How long does it take to get an LLC approved in Florida? 

The processing time for LLC approval in Florida can vary. Typically, the standard processing takes about 5 to 10 business days. If you choose to expedite your filing by paying an additional fee, the approval process can be expedited to 24 hours. However, these processing times are approximate and can be influenced by factors such as the accuracy of your application and the current workload of the Division of Corporations.

How can a foreigner open an LLC in Florida? 

Foreign individuals can certainly open an LLC in Florida. The process is generally similar to that for U.S. residents. Foreigners will need to appoint a registered agent who has a physical address in Florida and can receive legal documents on behalf of the LLC. Additionally, they will need to provide the information and documentation required by the Florida Department of State.