Articles of Organization

To form your Florida LLC, you must file articles of organization with the Florida Department of State’s Division of Corporations.

The articles of organization must state the LLC’s name; the names and addresses of the organizers; the address of the LLC’s primary place of business; and the name and street address of the LLC’s registered agent, along with a statement that the agent agrees to the appointment and the duties it entails. The articles have to be signed by at least one organizer or an authorized representative of an organizer.

The articles of organization may also contain other things chosen by the members (so long as they are not contrary to law), such as whether the LLC will be managed by a manager or managers.

The LLC will be presumed to be perpetual in duration unless otherwise stated in the articles of organization.

The new LLC is recognized as “organized” once the articles of organization and a copy are delivered to the Secretary of State’s office with the required filing fee, and that office confirms that they are in order. The filing fee is $100, plus an additional $25 for designating a registered agent, for a total of $125. Checks should be made payable to the Florida Department of State. Another $30 will get you a certified copy of your articles from the LLC filing office; for another $5, you can receive a Certificate of Status that certifies that your LLC has an active status.

Registered Agent and Office

Florida LLCs must have a registered agent living in Florida who can receive official correspondence from the state, both administrative and legal. A registered agent for a Florida LLC can be an individual resident of Florida whose business office is the same as the registered office, or a business entity (foreign or domestic) that can conduct business in Florida, and whose business office is the same as the registered office.

Operating Agreement

After its articles of organization, the LLC‘s most vital document is the operating agreement, which can be amended or repealed as specified by the either the agreement itself or applicable law. Just like a corporation’s bylaws, the operating agreement isn’t required by state law, but it’s a critical internal document that officially sets out how the LLC will operate. It lists the members, how much each has invested, how profits are to be divided, and how much of a voting share each member has when voting. It may also specify requirements for meetings, such as how much notice, how many members constitute a quorum, voting rules, and so on. It also usually includes state-mandated requirements so that all the LLC’s operational rules are laid out in one place.

The articles of organization can also include constraints on members’ authority to adopt, amend, or repeal an operating agreement. If there is more than one member when the LLC is formed, the initial operating agreement must be approved in writing by all members.

Membership in the LLC

Florida LLCs must have one or more members, all of whom are individuals (not business entities). To become a member, one normally needs to make some kind of contribution, pay cash, or transfer property to the LLC, or take on an obligation to do so.

Member contributions to the LLC can be in cash, property, promissory notes, services already or to be rendered, or some other obligation to contribute cash, property, or contracts for services.

A member can resign from an LLC so long as he or she follows the procedures listed in the articles of organization or the operating agreement, which also usually specify a minimum amount of time before a member is allowed to resign. LLCs have the option of pursuing remedies for damages to the LLC caused by a member’s resignation.

Ongoing Requirements

Florida LLCs must file a report annually with the Florida Secretary of State that specifies the following:

• The LLC name’s and the governmental jurisdiction under which it was organized.
• The LLC’s date of organization, or, if it’s a foreign LLC, the date on which it was authorized to do business in the state.
• The county and street address of the LLC’s registered office.
• The name of the LLC’s registered agent at the registered Florida office.
• The mailing and street addresses of its primary place of business.
• The LLC's federal employer identification number (EIN) or, if it doesn’t have one, whether one has been applied for.
• The names and addresses of its managing members or managers.
• Any additional information requested by the Secretary of State

Florida LLC’s also must keep the following records available for inspection at their principal office:

• The names and addresses of members, managers, and managing members.
• A copy of the articles of organization and any other documents filed with the Department of State relating to the LLC, along with any powers of attorney by which the articles of organization or certificates were executed.
• The LLC's federal, state, and local income tax returns and reports, if any, for the three most recent previous years.
• Operating agreement(s) and financial statements for the past three years.
• The amount of cash and a description and statement of the consensus value of any other property or services contributed by each member, as well as that which each member has agreed to contribute.
• The occurrences or times that would requires any additional contributions agreed to be made by each member.
• Any events that would require the LLC to be dissolved and its affairs concluded.

In addition, it’s a good idea for your LLC to keep minutes of the proceedings and committees of the owners or members.

Dissolution

A Florida LLC is considered dissolved when any one of these events occur:

• Event(s) happen specified in the articles of organization or operating agreement as requiring dissolution
• Agreement to dissolve by a number or percentage of members specified in the operating agreement
• An event that makes it illegal for the LLC to continue
• When a member leaves the LLC, unless the remaining members agree within 90 days to continue the LLC
• A judicial decree is entered that orders dissolution

Taxes

LLCs do offer tax advantages over a corporation, such as the availability of more deductions. Additionally, an LLC does not have to be a separate tax entity in the same way as a corporation. Instead, it can be a pass-through entity for tax purposes, so that the LLC owners report business losses or profits on their personal tax returns, in the same way as a partnership.

Unless you choose for your LLC to be taxed as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes on its own account and does not have to file a tax return. The IRS treats multiple-member LLCs as partnerships for tax purposes, unless you choose for your LLC to be taxed as a corporation. The result of this is that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, rather than the LLC itself.

The LLC tax rate for Florida varies based on taxable net income.

Articles of Incorporation

Florida law requires that articles of incorporation be filed with the Florida Department of State; the fee to file articles is $35, plus another $35 for a Designation of Registered Agent, for a total of $70.

There must be at least one incorporator, whose primary duty is to deliver the articles of incorporation to the Florida Department of State. The initial list of directors must also be included in the articles of incorporation; each director must be a natural person (not a business entity) of at least 18 years of age, but is not required to be a resident of Florida or a shareholder of the corporation unless either the articles of incorporation or the bylaws require it.

The articles must also include the name and Florida street address of the corporation’s registered agent. Both the incorporator and the initial agent must sign and date the articles of incorporation.

Florida does not require corporations to specifically state a business purpose; only professional corporations have to do this. You can omit any mention of a business purpose, or you can state that the corporation’s purpose is “to engage in any and all lawful business.”

Likewise, Florida does not require corporations to state a par value for shares in their articles. However, it is allowed to include share-related information—such as how many shares will be authorized, any special classes of shares, and the rights and restrictions associated with each class or series—if the incorporators so desire.

It’s also permissible to integrate other optional provisions into the articles of incorporation for those corporations wishing to formalize additional criteria, such as special qualifications of shareholders, limits on the duration of the corporation’s existence, any limits on the liability of a director in specific circumstances, and the like.

Registered Agent and Office

The articles of incorporation should also include the name and address of your corporation’s initial agent for service of process—the person you designate to receive legal papers on behalf of your corporation.The registered agent must be either an individual who lives in Florida and whose business office is the same as the registered office, or a corporation with a business office that is the same as the registered office.

Bylaws

A corporation is required to keep a copy of its bylaws at its main executive office, but is not required to file them with the state. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws describe the corporation’s basic managerial and legal operating principles, including information on:

• Shareholders and directors meetings
• The authority, number, and tenure of directors in the board of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Directors and Officers

The corporation’s business is managed by its board of directors. The board must consist of one or more members as specified by the bylaws or by action of the shareholders. Directors are generally elected at each annual shareholder meeting to hold office until the next annual meeting.

Corporate officers may either be listed in the bylaws or elected by the board in compliance with the corporation’s bylaws. A corporation must have a chairman of the board or a president (or both), a secretary, a chief financial officer, and whatever other officers with titles and duties as listed in the bylaws or determined by the board.

The president, or, if there is no president, the chairman of the board, is the general manager and chief executive officer of the Florida corporation, unless otherwise provided in the articles or bylaws. Any number of offices may be held by the same person unless the articles or bylaws require otherwise.

Required Reports

The corporation must file a report with the Florida Department of State every year between January 1 and May 1. The first report must be filed during this period in the year following the calendar year of incorporation. This report must state:

• The corporation’s name and its state or country of incorporation.
• The date of incorporation or, if it’s a foreign corporation, the date on which it was authorized to do business in Florida.
• The address of its principal office and the corporate mailing address.
• The corporation's federal employer identification number, if any, or, if none, whether one has been applied for.
• The names and business street addresses of its directors and principal officers.
• The street address of its registered office and the name of its registered agent there.

Taxes

The corporate tax rate for Florida varies based on taxable net income. In addition to any income taxes, however, each business entity must pay an annual supplemental corporate fee of $88.75 if it is authorized to transact business in Florida and is required to file an annual report with the Department of State.