These are the steps to form a single-member limited liability company (SMLLC) in Florida. Remember: For most formation purposes, a Florida SMLLC is considered the same as a multi-member limited liability company (LLC).
1. Name Your SMLLC
The name of a Florida SMLLC must contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC.” The SMLLC’s name must be distinguishable on the records of the Division of Corporations (which is a part of the Florida Department of State (DOS)) from the names of other business entities already registered or reserved with the state.
Check to make sure the name you want is available by doing a business name search on the Division of Corporations website (known as Sunbiz.org). Unlike most other states, Florida does not allow you to reserve a name in advance, so be extra careful when choosing the name to give your new business.
2. File Articles of Organization
You create a Florida SMLLC by filing a filing Articles of Organization with the Division of Corporations. To complete the articles you’ll need to provide:
- the official name of your new SMLLC
- the SMLLC’s principal office street address and mailing address
- the name and street address of the SMLLC’s registered agent
- the name and street address of each person authorized to manage or control the SMLLC
- an indication of whether the controlling persons are members or managers, and
- a few other basic details.
You can file the articles online or download a blank article of organization form (Form CR2E047) from the Sunbiz.org website. The current filing fee is $125.
Every Florida SMLLC must have a registered agent. A registered agent is an individual or business entity that agrees to accept legal papers on behalf of the SMLLC. The registered agent can be an individual Florida resident or a Florida or out-of-state business entity authorized to do business in Florida. The registered agent must have a physical street address in Florida.
All of the paperwork and procedural steps to start a single-member limited liability company in Florida can be done online using ThelawQ.com’s Florida Online LLC Formation application.
3. Prepare an Operating Agreement
Florida does not require an SMLLC to have an operating agreement. However, even though an SMLLC has just one member, an operating agreement is highly recommended. An SMLLC operating agreement does not need to be filed with the state.
The operating agreement is usually made between the single member and the LLC itself. The agreement typically covers the member’s rights, duties, and obligations, as well as the SMLLC’s management structure. Having an agreement in place can help with liability protection by separating your business from you personally. It also can be useful with lenders and other businesses when entering into business transactions.
Under Florida law, if you don’t state in your articles of organization or operating agreement that your SMLLC will be manager-managed, then your SMLLC will be treated by default as member-managed. The distinction between member-managed and manager-managed can be important so be sure to consider both options before you decide which type of management structure you want for your SMLLC.
For more information and help creating an SMLLC operating agreement, see ThelawQ.com’s Guide to Single-Member LLCs, by David M. Steingold (ThelawQ.com), or use ThelawQ.com’s Online LLC.
4. Do You Need an EIN?
An SMLLC that keeps its default tax status of a disregarded entity (same as a sole proprietorship) and does not have employees is not required to obtain a federal Employer Identification Number (EIN). Instead, owners of these SMLLCs can report their business profits and losses on their personal tax returns using their own Social Security number or tax identification number.
If your SMLLC has employees or if you choose to have your SMLLC taxed as a corporation rather than as a disregarded entity, you must obtain a federal Employer Identification Number (EIN) from the IRS. Even if you are not required to obtain an EIN for your SMLLC, there are often business reasons for doing so. Banks often require an EIN to open an account in the business’s name and other companies you do business with may require an EIN to process payments. In many cases, it makes sense to obtain an EIN for your SMLLC even if it is not required for federal tax purposes.
You can get an EIN by completing an online application on the IRS website. There is no filing fee.
5. Register With the Department of Revenue
In some cases, for example, if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Florida Department of Revenue (DOR). For most state tax purposes, you can register either online or on paper (using Form DR-1, Florida Business Tax Application). For more information on state LLC tax registration, see ThelawQ.com’s article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
6. Obtain Business Licenses
Depending on what kind of business you’re running and where it’s located, you may need to obtain local or state business licenses for your SMLLC. Among other possibilities, these might include licenses related to:
- your profession or occupation
- specific goods or services you’ll sell or provide
- an assumed or fictitious name for your business, or
- health and safety matters.
On the state’s MyFlorida.com website you can find more information about business licenses.
7. File Your Annual Report
The State of Florida requires you to file an annual report for your SMLLC. File your annual report online at the Sunbiz website. To complete the report you mainly just need to confirm or change existing information regarding addresses, your registered agent, and the people authorized to manage your SMLLC.
The annual report is due each year by May 1. The current filing fee for LLCs is $138.75. (Other types of businesses pay different fees.) There is a hefty $400 penalty for reports filed late.
For more information on SMLLCs, see the Single-Member LLCs section of ThelawQ.com’s website or ThelawQ.com’s Guide to Single-Member LLCs, by David M. Steingold.
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