July 18, 2022

How to Form and File a Florida LLC

Posted by Bishop L. Toups | In Business Law

Once you or your business partners have figured out what type of business you would like to start, the first step in forming and filing your Florida LLC is to understand that there are two basic documents that must be drafted.

How to Form your Florida LLC

The first document is the Articles of Organization. And the second document is the Operating Agreement, which is not covered in the Article.

Caution: while the Operating Agreement is not mandatory to start and form your Florida LLC, it is highly, highly recommended that you have a well drafted Operating Agreement for your new business. This Operating Agreement can prevent disputes between LLC members down the road, and the Operating Agreement can also protect the LLC assets from creditors and protect the individual member’s non-LLC assets. 

The Articles of Organization is filed with the State of Florida (www.sunbiz.org), Division of Corporations. Once the Articles of Organization are accepted by the Division of Corporations, then your Florida LLC is now active and can conduct business in the State of Florida.

So what is an Articles of Organization? The Articles of Organization is a document that is filed and approved by Florida’s Division of Corporations that outlines basic details of your business. The Articles of Organization must comply with Florida law before Florida’s Division of Corporations will accept the Articles of Organization. 

Tip: you can either type up your own Articles of Organization, or you can use the Articles of Organization form provided by Florida’s Division of Corporations found here (https://dos.myflorida.com/sunbiz/forms/).

Here are the basic requirements:

  1. The LLC’s Articles of Organization must have one or more persons acting as authorized representatives to sign and deliver the Articles of Organization to Florida’s Division of Corporations 605.0201(1); 
  2. The LLC’s Articles of Organization name must both contain the words limited liability company, LLC, or L.L.C., and the LLC’s name must be different from the names of all other Florida LLCs on file with Florida’s Division of Corporations 605.0201(2)(a) and 605.0112(1)(b); 
  3. The LLC’s Articles of Organization must contain the street and mailing address for the company’s principal office 605.0201(2)(b); and
  4. The LLC’s Articles of Organization must contain the registered agent’s name, street address within the State of Florida, and written acceptance by the registered agent 605.0201(2)(c). 

The Articles of Organization can also contain other optional information. This information may be whether the LLC is member managed or manager managed, the names and addresses of one or more members or managers, or a description of the authority that one or more members or managers has to act on behalf of the LLC. 605.0201(3)

Tip: if you are drafting your own Articles of Organization, be careful not to include more details than necessary in the Articles. Once accepted by Florida’s Division of Corporations, the Articles of Organization are public documents. Anyone can simply pull up www.sunbiz.org, find your company, and read every detail listed on your Articles of Organization.

How to File your Florida LLC

Once you’ve drafted your Articles of Organization and you are sure that it complies with Florida law, then it’s time to file your Articles of Organization. Remember, your Florida LLC is not active until the Articles of Organization are approved by Florida’s Division of Corporations. 

The Articles of Organization can be e-filed (https://dos.myflorida.com/sunbiz/start-business/efile/fl-llc/), filed by mail, or filed in person or by messenger. If you are going to mail your Articles of Organization or file in person or use a messenger service, then you will mail them to the following address:

Department of State
Division of Corporations
Clifton Building,
2661 Executive Center Circle
Tallahassee, FL 32301

E-filing is the quickest way to file your Florida LLC and have your LLC be active. Articles of Organizations that are e-filed are typically accepted within three to five business days. Mailing also takes three to five business days, but the clock doesn’t start ticking until the Articles of Organization are received by Florida’s Division of Corporations.

Tip: if your e-filing is rejected due to not meeting a requirement, then you will receive a 12 digit tracking number and 4 digit PIN by Florida’s Division of Corporations where you can go online and update the filing to correct the issues. 

Bishop L. Toups

Bishop L. Toups is an estate planning, elder law, and tax attorney in Southwest Florida.

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