Forming a Florida LLC
This is the practical, start-to-finish walkthrough of forming a Florida limited liability company — choosing a compliant name, filing the articles of organization on Sunbiz, appointing a registered agent, getting an EIN, registering with the Florida Department of Revenue, handling licenses and workers' compensation, and keeping the LLC alive with the annual report. Every step is tied to the statute or agency form that governs it.
What this guide covers
- The seven-step path
- Step 1 · Choose a compliant name
- Reserving or protecting a name
- Step 2 · Appoint a registered agent
- Step 3 · File the articles of organization
- Effective dates & the 5-day/90-day rule
- Member- vs. manager-managed
- Sample: Articles of Organization
- Step 4 · Write an operating agreement
- Step 5 · Get an EIN
- Step 6 · Register with the Dept. of Revenue
- Local business tax & DBPR licenses
- Fictitious names (DBA)
- Workers’ compensation
- Step 7 · File the annual report
- Beneficial ownership (BOI) — current status
- Protected series LLCs (new for 2025)
- Checklist & official resources
Start Here
Forming an LLC is a short, ordered checklist
The state filing itself takes minutes. The work is doing the surrounding steps in the right order so your LLC is not just formed but actually ready to operate.
A Florida limited liability company legally exists the moment the Division of Corporations accepts your articles of organization.1 But a business that can open a bank account, hire, pay taxes, and stay in good standing needs six more things: a compliant name, a registered agent, an operating agreement, an EIN, the right state and local registrations and licenses, and an annual report every year after. This guide walks all seven in order.
1 · Choose a compliant name
Pick a name that includes an LLC designator and is distinguishable from every other entity on Sunbiz.
2 · Appoint a registered agent
A person or company with a physical Florida address who accepts legal papers for the LLC.
3 · File the articles of organization
File on Sunbiz with the $125 fee; the LLC exists once the filing is accepted.
4 · Write an operating agreement
Not filed with the state, but essential — it overrides Florida’s default rules.
5 · Get an EIN
The LLC’s federal tax ID — free from the IRS, needed to open a bank account.
6 · Register & license
Department of Revenue, local business tax, any DBPR license, and workers’ comp if you have employees.
7 · File the annual report
Every year, January 1–May 1, to keep the LLC alive.
People stop after Step 3 because the LLC “exists.” Skipping the EIN, tax registration, or workers’ comp can mean frozen bank accounts, tax penalties, or five-figure fines. Treat all seven steps as one job.
Step 1 · The Name
Choose a compliant name
Two rules govern every Florida LLC name: it must carry an LLC designator, and it must be distinguishable on the state’s records.
By statute, the name must contain “limited liability company,” “L.L.C.,” or “LLC” (a professional LLC uses “PLLC” or “P.L.”), and it must be distinguishable from every other name on the Division of Corporations’ records.2
What does not make a name distinguishable
You cannot clear a conflict with a cosmetic tweak. The statute lists differences that do not count — spacing, punctuation, capitalization, and singular/plural or possessive forms among them.3 “Bay Coffee LLC” is not distinguishable from “Bay Coffee, L.L.C.” or “Bay Coffees LLC.”
Run your name through the free search at search.sunbiz.org first. Then check that a matching domain and social handles are open, and screen for federal trademarks at uspto.gov — Sunbiz clearance is not trademark clearance, and a distinguishable Florida name can still infringe someone’s mark.
Names implying a government affiliation, or words like “bank,” “trust,” or professional titles you are not licensed to use, are restricted. If your name suggests a regulated activity, expect extra requirements or a rejection.
Step 1 · The Name
Reserving or protecting a name
A common myth: that you “reserve” an LLC name before filing. For LLCs, Florida’s practice is different from corporations.
There is no separate advance name-reservation filing for a Florida LLC the way there is for a corporation. In practice, the way you secure a name is to file the articles of organization — once the LLC is on record, the name is yours and blocks confusingly similar names.2 If you are not ready to form yet, the alternatives are to move quickly, or to register a fictitious name (DBA) to operate under a brand.23
A name shown as inactive on Sunbiz may still be blocked. After administrative dissolution, a dissolved entity’s name is generally protected for a period before it becomes available.30 Do not assume an inactive name is open — confirm status before relying on it.
Step 2 · The Registered Agent
Appoint a registered agent
Every Florida LLC must have someone at a real Florida address to receive legal papers. This is not optional, and getting it wrong can cost you.
The registered agent must be a Florida-resident individual or an authorized entity with a physical Florida street address — a P.O. box will not do.4 The agent must sign a written acceptance5 and takes on the statutory duty to receive service of process and forward it to you.6
Who can serve
- You, if you live in Florida and are available at that address during business hours.
- Another individual — a co-owner, employee, or trusted person — who consents.
- A commercial registered-agent service, typically $100–$150 a year, useful if you work from home, travel, or want to keep your home address off the public record.
If your LLC is out of compliance with the registered-agent requirement, it may not maintain an action in Florida courts, and a daily penalty of up to $500 can apply.7 The agent’s address is also where the state sends dissolution warnings — keep it current using the change-of-agent filing when anything changes.37
Step 3 · The Filing
File the articles of organization
This is the filing that creates the LLC. It is short, and you can do it yourself online.
The articles must state the LLC’s name, its principal office and mailing addresses, and the registered agent’s name, Florida street address, and written acceptance.1 The filing fee is $125 — $100 for the articles plus a $25 registered-agent designation — with an optional $5 Certificate of Status and $30 certified copy.89 File online at efile.sunbiz.org.36
Name
Your compliant LLC name, exactly as you want it on the public record.
Principal & mailing addresses
The LLC’s main business address and mailing address (they can be the same).
Registered agent + signature
The agent’s name and Florida street address, plus the agent’s written acceptance.5
Sunbiz filings are public record. The addresses and names you list can be searched by anyone. If you work from home, use a registered-agent service address and a separate business mailing address to keep your home address off the public file.
Step 3 · The Filing
Effective dates: the 5-day / 90-day rule
A small but frequently botched detail — and one where a lot of online advice is simply wrong.
Florida lets you set the LLC’s effective date within a specific window: a prior effective date is allowed only if it is within five business days before filing, and a delayed effective date may be set up to 90 days after filing.10 The Division of Corporations’ own instructions confirm this “5 business days prior / 90 days after” rule.11
You cannot back-date an LLC 90 days. Ninety days is the forward limit; the backward limit is only five business days. A common reason to use a January 1 delayed effective date is to avoid owing a Florida annual report for a company formed late in the prior year.
Step 3 · The Filing
Member-managed vs. manager-managed
One choice in the articles shapes who can bind the LLC. Florida’s default and its apparent-authority rules have a couple of traps.
By default a Florida LLC is member-managed — every member can participate in running it. To be manager-managed, the articles or operating agreement must expressly say so; the statute warns that “managing member” alone is not sufficient words to create manager-management.13 The distinction matters for who can bind the company: in a member-managed LLC each member is an ordinary-course agent, but in a manager-managed LLC a member is not an agent solely by being a member.14
When third parties need certainty about who can sign — especially for real-property deals — you can file a statement of authority that gives constructive notice of who may act for the LLC, and record it in county records for property transactions.15
Step 3 · Template
Sample: Articles of Organization
A simplified version of what the Sunbiz form captures. Replace each highlighted field. The online filing walks you through the same fields.
Florida Limited Liability Company
The registered agent’s acceptance signature is mandatory.5 A filing without it will be rejected. If you use a service, they provide the acceptance as part of their signup.
Step 4 · The Operating Agreement
Write an operating agreement
Florida does not require you to file one — but going without is one of the most common and costly mistakes new owners make.
An operating agreement can be oral, implied, or written, and even a single-member LLC can (and should) have one.16 It is the contract that governs management, voting, money, transfers, and what happens when an owner leaves — and it overrides Florida’s statutory defaults, several of which surprise people (for example, Florida does not split profits equally by default). Because this document deserves real attention, OLSI covers it in a dedicated guide, Operating Agreements Explained.
Even if you are a solo owner, banks, title companies, landlords, and lenders routinely require a written operating agreement to verify who has authority to sign. Have one ready before you try to open the business bank account in Step 5.
Step 5 · The EIN
Get an EIN
The Employer Identification Number is the LLC’s federal tax ID. It is free, fast, and required for almost everything else.
Apply directly with the IRS — the online EIN tool issues the number immediately, and it is completely free.17 You will need an EIN to open a business bank account, hire employees, and (for a multi-member LLC) file a partnership return. A single-member LLC with no employees can sometimes use the owner’s SSN, but a separate EIN is strongly recommended to reinforce the separation between you and the company.
Third-party sites charge $50–$300 to “obtain” an EIN. The IRS charges nothing. Go straight to irs.gov/ein. Never provide sensitive information to a lookalike site.
Step 6 · State Registration
Register with the Florida Department of Revenue
If you sell taxable goods or services, or you have employees, you must register with the Department of Revenue — on one application.
The Florida Business Tax Application (Form DR-1) covers both sales and use tax under Chapter 212 and reemployment tax under Chapter 443.18 You need a sales-tax registration if you sell or rent taxable goods or certain services. You become liable for reemployment tax as an employer once you cross the statutory threshold — generally paying $1,500 in wages in a calendar quarter, or having one worker in each of 20 different weeks.19
Florida requires employers to report each new hire, generally within 20 days, through the state’s new-hire reporting system.20 This is separate from tax registration and is easy to forget when you make your first hire.
Step 6 · Local & Professional
Local business tax and DBPR licenses
State formation does not clear you to operate locally, and many trades need a professional license on top of everything else.
Local business tax receipts (once called “occupational licenses”) may be required by your county and city under Chapter 205; they are typically due by September 30 and delinquent October 1, and certain veterans, their spouses, and low-income persons may be exempt.21
Regulated professions and trades are licensed through the Department of Business and Professional Regulation (DBPR) under Chapter 455 and specific industry chapters — construction, real estate, cosmetology, hotels and restaurants, and more — at myfloridalicense.com.22
Many businesses need both a county and a municipal receipt. Call your local tax collector, describe your business, and ask exactly which receipts and zoning approvals apply at your address before you open your doors.
Step 6 · Branding
Fictitious names (DBA)
If you will operate under any name other than the LLC’s exact legal name, Florida requires a fictitious-name registration.
Under section 865.09, an LLC doing business under a different name must register that fictitious name (DBA), publish notice in a newspaper in the principal-office county, pay a $50 fee, and renew every five years; failing to register bars the LLC from bringing an action in Florida courts until it complies.23
Registering “Sunrise Cafe” as a DBA for “Bay Holdings LLC” does not create a new entity or an extra liability shield — it just lets the one LLC operate under a trade name. It also does not stop someone else from using the same name; that is a trademark question.
Step 6 · Employees
Workers’ compensation
If you hire, Florida’s workers’-comp thresholds are strict — and the penalties for getting it wrong are among the harshest in the state’s business law.
Under Chapter 440, non-construction employers generally must secure coverage at four or more employees, while construction employers must have coverage at one or more.24 Owners can elect an exemption: in construction, no more than three officers or members may be exempt, each must own at least 10%, a $50 fee applies, and a compliance tutorial is required; non-construction exemptions are free and uncapped, and certificates last two years.25
Failing to carry required coverage exposes you to a penalty of twice the avoided premium (or $1,000, whichever is greater), $1,000 per day for operating under a stop-work order, and up to $5,000 per employee for willful misclassification.26 Treating an employee as a “contractor” to dodge coverage is exactly what these penalties target — see OLSI’s Independent Contractor vs. Employee guide.
Step 7 · Staying Alive
File the annual report every year
One filing a year keeps the LLC in existence. Missing it is the most common way owners accidentally lose their company.
The annual report is due between January 1 and May 1; the on-time fee is $138.75.27 It is not a tax return — it just confirms your address, agent, and managers. File after May 1 and a $400 non-waivable late fee attaches automatically,28 raising the total to $538.75. Fail to file at all and the state administratively dissolves the LLC — in 2026, dissolution takes effect September 25 if you have not filed by September 18.29
A dissolved LLC can be reinstated by paying accrued fees plus the reinstatement fee, and the name is protected for a year after dissolution.30 But an unfiled LLC cannot maintain a lawsuit,27 and operating while dissolved can expose owners personally. File in January and calendar it every year.
Federal Reporting
Beneficial ownership (BOI) — current status
This area whipsawed through 2024–2026. Here is where it stands as of July 2026 — and why you must verify it yourself before you form.
The Corporate Transparency Act (CTA) and its rule31 originally required most LLCs to report their beneficial owners to FinCEN. On March 21, 2025, FinCEN issued an interim final rule that narrowed “reporting company” to foreign entities only — so all U.S.-created entities and their beneficial owners are currently exempt from BOI reporting.32 The underlying statute is still valid: on December 16, 2025, the Eleventh Circuit upheld the CTA’s constitutionality, and FinCEN has signaled it may finalize a rule — so the exemption is administratively reversible.33
Because this can change with a single rulemaking, treat the current exemption as a snapshot, not a guarantee. Confirm the live status at fincen.gov/boi before forming, and check again if you later add foreign owners. Separately, your bank will still collect beneficial-ownership information when you open the account — that requirement is unaffected.34
New for 2025
Protected series LLCs
Florida recently joined the small group of states that allow “series” LLCs. Most small businesses will not need one — but you should know it exists.
Effective January 1, 2025, Florida authorizes protected series LLCs.35 A protected series is not a separate legal entity, but it is treated as if it were for liability-shield purposes when the statutory formalities are met — letting one LLC hold multiple, internally segregated pools of assets.35
Series LLCs mainly benefit real-estate portfolios and segmented-asset operations. They add real complexity — separate records and careful formalities for each series — and are still new in Florida, so out-of-state treatment is untested. For most small businesses, one LLC (or one LLC per major asset) is simpler and safer. If a series structure sounds appealing, get advice first.
Before You File
A quick formation checklist
- My chosen name includes an LLC designator and is distinguishable on Sunbiz.
- I have a registered agent with a physical Florida address and a signed acceptance.
- I filed the articles of organization (the $125 filing) at efile.sunbiz.org.
- I set an effective date within the 5-business-days-before / 90-days-after window (if I used one).
- I decided member- vs. manager-managed and reflected it consistently.
- I have a written operating agreement (yes, even as a solo owner).
- I obtained a free EIN directly from irs.gov/ein.
- I registered with the Department of Revenue (DR-1) if I sell taxable goods/services or have employees.
- I checked county and city local business tax receipts and any DBPR license.
- I registered a fictitious name if I operate under a different name.
- I secured workers’ comp or filed exemptions as required.
- I calendared the January 1–May 1 annual report and checked fincen.gov/boi.
Where to file and find the law — for free
Fees, thresholds, and the BOI rules all changed between 2023 and 2026. Confirm the current Sunbiz fee, the current statute, and the live FinCEN status before acting. For more OLSI guides, visit www.openlawservices.org.
Sources & Authorities
Endnotes
Every legal proposition in this guide is grounded in the authorities below, cited in Bluebook form and verified against official Florida and federal sources as of July 2026.
- § 605.0201(2), Fla. Stat. (2025) (required contents of the articles of organization: name; principal office and mailing addresses; and the registered agent’s name, Florida street address, and written acceptance). ↩
- § 605.0112(1), Fla. Stat. (2025) (name must contain “limited liability company,” “L.L.C.,” or “LLC” and be distinguishable on the Division’s records). ↩
- § 605.0112(2), Fla. Stat. (2025) (differences that do not make a name distinguishable — e.g., spacing, punctuation, and singular/plural forms). ↩
- § 605.0113(1)(b), Fla. Stat. (2025) (registered agent must be a Florida resident individual or an authorized entity with a physical Florida street address). ↩
- § 605.0113(2), Fla. Stat. (2025) (registered agent’s written acceptance of the appointment). ↩
- § 605.0113(3), Fla. Stat. (2025) (statutory obligations the registered agent accepts). ↩
- § 605.0113(5), Fla. Stat. (2025) (an LLC not in compliance with the registered-agent requirement may not maintain an action in Florida courts; daily penalty up to $500). ↩
- Fla. Dep’t of State, Div. of Corps., LLC Fees, dos.fl.gov/sunbiz/forms/fees/llc-fees/ (verified July 2026) ($100 articles + $25 registered-agent designation = $125; optional Certificate of Status $5, Certified Copy $30). ↩
- § 605.0213, Fla. Stat. (2025) (fees for filing documents with the Division). ↩
- § 605.0207, Fla. Stat. (2025) (a specified effective date may be up to five business days before filing; a delayed effective date may be up to 90 days after filing). ↩
- Fla. Dep’t of State, Div. of Corps., Florida Limited Liability Company — Instructions for Articles of Organization, dos.fl.gov/sunbiz/start-business/efile/fl-llc/instructions/ (confirming the “5 business days prior / 90 days after” effective-date rule; visited July 2026). ↩
- § 605.0201(3), Fla. Stat. (2025) (optional contents of the articles, including a statement that the LLC is manager-managed). ↩
- § 605.0407(1), Fla. Stat. (2025) (member-managed unless the operating agreement or articles expressly provide manager-management; “managing member” alone is not sufficient words of similar import). ↩
- § 605.04074, Fla. Stat. (2025) (agency and apparent authority; in a manager-managed LLC a member is not an agent solely by reason of being a member). ↩
- § 605.0302, Fla. Stat. (2025) (statement of authority; constructive notice, and recording for real-property transactions). ↩
- § 605.0102(45), Fla. Stat. (2025) (definition of “operating agreement,” which may be oral, implied, in a record, or any combination); § 605.0106(5) (a sole member may have an operating agreement). ↩
- 26 U.S.C. § 6109 (identifying numbers); IRS, Apply for an Employer Identification Number (EIN) Online, irs.gov/ein (free EIN via Form SS-4 or the online tool). ↩
- Ch. 212, Fla. Stat. (2025) (sales and use tax); Fla. Dep’t of Revenue, Form DR-1, Florida Business Tax Application, floridarevenue.com/taxes/registration (registration for sales/use and reemployment tax). ↩
- Ch. 443, Fla. Stat. (2025) (reemployment assistance); §§ 443.036(20), 443.1215, 443.1216, Fla. Stat. (2025) (definition of “employer” and coverage thresholds — generally $1,500 in wages in a calendar quarter, or one worker in each of 20 different weeks). ↩
- § 409.2576, Fla. Stat. (2025); 42 U.S.C. § 653a (new-hire reporting; report new hires through servicesforemployers.floridarevenue.com). ↩
- Ch. 205, Fla. Stat. (2025) (local business tax); §§ 205.033, 205.042 (county and municipal authority); § 205.053 (receipts due by September 30, delinquent October 1); § 205.055 (exemptions for certain veterans, their spouses, and low-income persons). ↩
- Ch. 455, Fla. Stat. (2025) (regulation of professions and occupations by DBPR); myfloridalicense.com; industry chapters include Ch. 489 (construction), Ch. 475 (real estate), Ch. 477 (cosmetology), and Ch. 509 (hotels and restaurants). ↩
Sources & Authorities (continued)
Endnotes
- § 865.09, Fla. Stat. (2025) (fictitious name registration; publication in a newspaper in the principal-office county; $50 fee; renewal every five years; noncompliance bars an action in Florida courts until registration). ↩
- § 440.02(17), Fla. Stat. (2025) (definition of “employment”; non-construction coverage generally required at four or more employees; construction at one or more); § 440.10(1), Fla. Stat. (2025) (duty to secure coverage). ↩
- § 440.05, Fla. Stat. (2025) (officer/member exemptions; in construction, no more than three exemptions per business, each owner must hold at least 10%, a $50 fee applies, and a compliance tutorial is required; non-construction exemptions are free and uncapped; certificates valid two years). ↩
- § 440.107(7), Fla. Stat. (2025) (penalties: 2× the avoided premium over the look-back period or $1,000, whichever is greater; $1,000/day for operating under a stop-work order); § 440.10(1)(f), Fla. Stat. (2025) (up to $5,000 per employee for willful misclassification). ↩
- § 605.0212, Fla. Stat. (2025) (annual report due between January 1 and May 1; a company that fails to file may not maintain or defend an action in Florida courts). ↩
- § 607.193(2)(b), Fla. Stat. (2025) ($400 non-waivable late fee for annual reports filed after May 1). ↩
- § 605.0714, Fla. Stat. (2025) (administrative dissolution for failure to file the annual report; in 2026 the third-Friday deadline is September 18 and dissolution takes effect September 25). ↩
- § 605.0715, Fla. Stat. (2025) (reinstatement after administrative dissolution; pay accrued fees plus the reinstatement fee; dissolved name protected for one year). ↩
- 31 U.S.C. § 5336 (Corporate Transparency Act); 31 C.F.R. § 1010.380 (implementing rule). ↩
- Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, 90 Fed. Reg. 13688 (Mar. 26, 2025) (FinCEN interim final rule exempting all U.S.-created entities and their beneficial owners from BOI reporting; only foreign reporting companies remain subject). ↩
- Nat’l Small Bus. United v. Yellen, No. 5:22-cv-1448 (N.D. Ala.), rev’d, 11th Cir. Dec. 16, 2025 (upholding the CTA as a constitutional exercise of the commerce power; the underlying statute remains valid and the interim exemption is administratively reversible — check fincen.gov/boi before formation). ↩
- 31 C.F.R. § 1010.230 (Customer Due Diligence Rule; banks continue to collect beneficial-ownership information at account opening — unaffected by the CTA developments above). ↩
- §§ 605.2101–605.2802, Fla. Stat. (2025), enacted by ch. 2024-265, Laws of Fla. (Florida protected series LLCs, effective January 1, 2025); §§ 605.2103, 605.2108 (a protected series is treated as a separate entity for liability-shield purposes if statutory formalities are met). ↩
- Fla. Dep’t of State, Div. of Corps., Start a Business — efile.sunbiz.org (online filing of the articles of organization; visited July 2026). ↩
- § 605.0114, Fla. Stat. (2025) (change of registered agent or registered office by the LLC); § 605.0115 (resignation of registered agent); § 605.0116 (change of address by the agent). ↩
A note on citations: statutes, rules, fees, and agency positions are periodically amended — several authorities cited here changed between 2023 and 2026 — so always confirm the current text of any statute, rule, or case, and the current fee or form, before relying on it.