How to open your LLC in Florida?

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If you are thinking about opening an LLC in Florida, this can be an excellent option for both foreigners and residents who want to establish their business in the United States. Florida is a state with a thriving economy and a diverse business market, which offers numerous opportunities for those looking to expand their businesses.

The process of opening an LLC in Florida is fairly simple, with an opening fee of $125. In addition, Florida offers a number of services and resources to help business owners keep their LLC up and running.

If you have questions or concerns about how to open an LLC in Florida, don't worry. In this guide, we will provide you with all the information you need, in detail and guide you through thenecessary steps to establish your LLC in Florida. Let's get started!

What are the advantages of an LLC in Florida?

Here are some of the reasons why opening an LLC in Florida may be a great option for you:

Flexibility

LLCs generally have no restrictions on the number of members allowed, and members have flexibility in structuring the management of the company. LLCs can have several members (Partnerships type), or a single member (Unipersonal LLC).

Also, Florida LLCs decide how their business operates thanks to the Operating Agreement.  The members can then decide how they distribute profits (it does not necessarily have to be in % of shares), how the shares are sold, how the LLC is dissolved, etc...

Tax Benefits

Florida offers a business-friendly tax environment, with low taxes and a simple tax structure. LLCs in Florida have no state income tax, which reduces the tax burden for businesses. 

The owners of the LLC benefit from “pass-through taxation“, that is, the profits and losses of the LLC are transferred to their personal tax returns. Therefore, the LLC is not taxed as a business.

In addition, Florida LLCs have the ability to choose to be taxed as a C corp, or as an S-Corp. 

Limited Liability Protection

A Limited Liability Company in Florida offers limited liability protection to members of the company, meaning that your liability is limited to the amount of your investment in the company. In the event that the company faces financial or legal difficulties, the personal assets of Florida LLC members are protected.

Easy and fast registration process

The process of registering an LLC in Florida is quick and easy, meaning you can begin operating your business in no time. Additionally, the Florida Secretary of State offers online services for LLC registration and renewal, making the process even easier.

Credibility

In addition to liability protection, creating your Florida LLC helps establish the credibility of your business. When you officially register your business as an LLC, you are signaling to the public that you are a professional and legitimate operation.

This is especially important for a sole business owner, as customers have more options than ever and are more likely to choose a business they trust. Any credibility you can build among your future clients is extremely important.

What individual can register an LLC in Florida?

Any person, whether a US citizen or foreigner, can open an LLC in Florida as long as they meet the registration and filing of documents requirements required by the state.

How to open an LLC in Florida?

Now that you know that Florida is the state for you to open your LLC in the United States and that you meet the requirements to open it, let's see the stages that must be followed to have an active LLC in Florida.

1. Choose the name of your LLC

Defining the name of your LLC in Florida is the first stage and one of the most important. Not only should you take into account the importance this has for the brand of your business, but you must also comply with some legal requirements determined by the State of Florida: 

• The name of your Florida LLC must include the words Limited Liability Company, LLC or L.L.C.
  
• The name you choose must not be used by another business in the state of Florida. You can do a search on the Florida Secretary of State's website to determine if a particular business name is in use, or use this tool: Florida LLC name validator
• Cannot have words used to name a government agency (i.e. Department of State, CIA, FBI, Treasury, etc.)
• There arecertain words that are restricted (bank, lawyer, solicitor, credit union, etc.) and that may require additional documentation or licenses.

2. Choose the registered agent

It doesn't matter if you decide register your LLC in Delaware, open it in Florida, create it in Wyoming or in New Mexico, every LLC must have a registered agent. A registered agent is a person designated to receive legal documents on behalf of the LLC. After receiving the documents, the registered agent is responsible for transferring them to the owners of the LLC. In short, the registered agent is the official point of contact between the LLC and the state of Florida, and helps ensure that the LLC complies with all necessary legal and regulatory requirements in the state.

Florida allows an owner or employee to act as a registered agent. To do so, the person must be a resident of Florida, over 18 years of age, and have a physical address within the state. This address is known as your "registered office" and may coincide with your company address. If you meet the requirements, you can appoint yourself as a registered agent for the Florida LLC.

Alternatively, there are registered agent services. We recommend using these recommended companies, which are responsible for registering your LLC and providing you with registered agent services. 

3. Submit the "Articles of Organization" form

The Articles of Organization are the document that officially constitutes your LLC. They can be obtained online and must be completed and filed with the Department of State's Corporations Division. They can also be done online through Sunbiz.org, or you can fill them out and mail them. 

The presentation of the articles of the organization has a cost of $125. This is known as the filing fee or registration fee. 

To prepare your articles, you will generally need the following information:

• The name of your LLC and principal business address.
• The name and address of your registered agent (PO boxes will not be accepted).
• The name and address of all members of the Florida LLC.
• The name and address of the manager if the LLC is member-managed.
• A reason you formed the LLC. It can be a general statement.
• The duration of the LLC or the period of time for which the LLC will exist. 
• Management structure: Will managers or partners manage the LLC?
• The person who forms the LLC must sign the bylaws. Additionally, in Florida the registered agent must also sign.

Once you file your Articles, the Florida Secretary of State will review the filing. This process usually takes about 2 weeks. If the articles are approved, the LLC becomes a legal business entity.

4. Write your operating agreement

The operating agreement of an LLC is a document that establishes the rules for how an LLC will be managed. It usually includes the following provisions:

• What percentage of ownership each member has in the company
• Who can make decisions on behalf of the company or have the right to vote at meetings (e.g., managers, board members)
• How meetings are held and who leads them
• What happens if a partner decides to sell or transfer his or her interest in the company.
• Whether members will bear future expenses
• Not mandatory have an operating agreement, but we strongly recommend that you have one, as your business could be exposed to liability without one.

If you do not have an LLC operating agreement, the rules of the state of Florida will apply by default. If you want to make an Operating Agreement, here is a template that you can download and complete.

Download Operating Agreement template

5. Request an EIN

The IRS is the agency that will assign you a nine-digit Business Identification Number (EIN) to identify your LLC for tax purposes. You can obtain your EIN by mail or online through the IRS.

The purpose of an EIN is to help with the following:

• Declare and manage taxes at the state and federal level
• Obtain licenses and permits
• Open a business bank account.
• Hire employees.

EINs are free and available on the IRS website. 

Delegate the creation of your LLC in Florida and avoid all these complex processes

What to do after registering my LLC in Florida?

Registering your LLC is just the beginning. Once you have carried out all the previous steps, there are some points that we recommend that you take into consideration. 

Open a bank account dedicated to your Florida LLC

An LLC needs a separate bank account to maintain its limited liability. Because? Having limited liability status means that your business is its own legal entity, separate from the people who own it. If you mix company funds with your own personal money, a court could decide that your company loses its corporate veil. 

Your corporate bank will most likely ask you to:

• Florida LLC Bylaws (one copy is sufficient)
• The LLC operating agreement
• the LLC EIN
• an LLC Resolution to open a bank account (if your LLC has more than one member).

Recommended banks for your business account as a foreigner from the USA are Mercury, Relay, Revolut, AirWallex, Wise, Bank of America, Chase. 

• See the best business bank accounts in the USA for foreigners

Plan the taxation of your Florida LLC

• Florida law requires all LLCs to file an annual report. This report can only be submitted online.
  
  The fee for filing this annual report is $138 and is due May 1 of each year.
  
  The good news is that your first Annual Report is not due until the year following when it was formed. For example, if your LLC was formed on January 5, 2023, your first annual report will not be due until May 2024.

• State taxes: As we saw previously, LLCs are pass-through entities, so the responsibility for paying federal income taxes falls on the individual members of the LLC. Since Florida is one of the rare states that does not have an individual income tax, this means that LLC members residing in that state will not owe state income taxes on their profits in the LLC.
  
  
• Employer Taxes: Does your LLC have employees in the United States? If so, you will have to pay employer taxes. Some of these taxes are paid to the IRS, but Florida business owners may also have to pay taxes to the state.

• What taxes does an LLC pay?

Meet your annual obligations

Your LLC will have obligations to comply with every year, such asthe submission of the annual report that we mentioned in the preceding stage.

You can submit your annual report as early as January 1, but late submission will incur a fine of $400. If you do not pay by September 4 of the same year, you risk having your LLC closed. 

Therefore, having a trusted registered agent who informs you and supports you in solving these aspects is of utmost importance. Remember to renew it every year if you have hired an external service. 

Apply for Licenses

For certain types of businesses, you may need licenses from the state of Florida, your locality, or even the federal government to operate legally.

The main issuer of business licenses is the Florida Department of Business and Professional Regulation (DBPR). They provide a list. complete list of all occupations it regulates, a great resource when you are trying to determine if your business needs a license.

Do you still have questions about registering LLCs in Florida?

What is an LLC?​

An LLC or limited liability company is a legal business structure that combines the characteristics of a partnership and a corporation, offering its owners (called members) limited liability for the company's debts and obligations. This means that members are not personally liable for the company's debts. 

In addition, the LLC offers flexibility in management and tax structure, and LLC income and losses are passed directly to the members and taxed on their personal tax returns, avoiding double taxation. If there are no members of the LLC with American nationality, taxes will not have to be paid in the USA.

How much does it cost to form an LLC in Florida?​

The cost of forming an LLC in Florida is $125, corresponding to the filing fee.

Also take into account the cost of hiring and renewing a registered agent (between $100 and $300) and the annual report of $138. 

How long does it take to form an LLC in Florida?​

Typically, applications to open an LLC in Florida can take between two and 15 days. Current processing times are available on the Corporations Division website. This corresponds to the time it takes to obtain approval for your articles of organization. While other states offer to expedite processing time for an additional fee, this is not the case in Florida.

What are the obligations of an LLC in Florida for Non-Resident?​

A Non-Resident Florida LLC must:

• Renew its registered agent every year
• File the annual report ($138) by May 1 of each year

It is advisable to consult with an attorney or tax advisor to be sure you meet all the specific obligations that an LLC may have in Florida.

How many members can an LLC have in Florida?​

An LLC in Florida can have one or more members and there is no maximum number set by Florida state law. The creation of sole proprietorship LLCs where one person is the sole member of the LLC is also permitted. The number of members can affect the structure and decision-making in the LLC, so it is important to carefully consider the structure and objectives of the LLC when deciding the number of members.

How do you dissolve an LLC in Florida?

Just as there is a process for establishing an LLC in Florida, there is also one for ending it. You can file your Dissolution Articles online. Otherwise, please mail these printed documents along with your payment information.

Are Florida LLCs required to file an annual report?​

Correct, theFlorida annual report is a document that your LLC will file each year to confirm or update your business information in the state's records. It costs $138 each year. It must be submitted before May 1st.