Florida LLC setup

Are you ready to seamlessly transform your business with a LLC setup in Florida? Our comprehensive step-by-step guide builds a foundation for the successful incorporation of a Florida LLC.

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Why choose the incorporation of a Florida LLC?

Florida, a state in the USA, has a rebounding economy that unveils a large number of LLC registrations every year. Florida stands in the 2nd position after Wyoming to approve and authorize the Florida LLC setup because of certain reasons that benefit the entrepreneurs in the incorporation of a Florida LLC. The list of reasons that attracts for the Florida LLC setup is provided below

  • Low rates of annual fees required for maintenance
  • Exemption from Income and other State tax
  • Ensures the protection of the personal assets and liabilities of the entrepreneurs
  • Ensures a pass-through legal structure
  • The scope of credit is maximized
  • Ensure privacy of ownership
  • Easy and flexible process for Florida LLC setup
  • Opportunity to choose the procedure for tax treatment of the LLC
  • No requirement for capital contribution during the Florida LLC setup
  • Need fewer resources like need of only 1 director
  • Minimal need to file paperwork in comparison to the C-corporation
  • No bar on the number of members
  • Flexibility in the management system
  • Low rate of property taxes
  • Easy to earn business permits, etc.

What does the Florida LLC setup mean?

Florida LLC setup is a procedure that entrepreneurs need to follow for the registration and incorporation of a Florida LLC. Incorporating a Florida LLC is a smarter choice for small and medium-scale business entrepreneurs because of several advantages and benefits offered by the government of Florida. Choosing Enterslice assists entrepreneurs by providing a detailed guide and services for the Florida LLC setup.

An Overview of Florida LLC

An LLC, which stands for Limited Liability Corporation or Company, is a corporate legal business structure that attracts the benefits of both a Corporation and a Partnership registered and carrying on legal business in the state of Florida. The incorporation of a Florida LLC limits the liability withholding capacity of the members engaged in the business under the Florida Revised Limited Liability Company Act. A Florida LLC is a corporate body that has a separate legal existence from its owners and commonly attracts attributes to LLCs formed in other states of the USA.

Types of Florida LLC

Florida is a Sunshine State, wherein the procedure for setting up a Florida LLC depends upon the choice of structure. Before incorporating a Florida LLC, entrepreneurs must ensure a suitable business model or structure. The different types of LLCs that the entrepreneurs can target are provided below

  • A single-member LLC is owned and operated by a single individual. The business's owner can be the sole manager of the LLC, allowing it to run in the capacity of a Member-managed LLC.
  • A multi-member LLC is owned and managed by 2 or more members or owners appointed for the purpose. It is further divided into member-managed LLCs and manager-managed LLCs.
  • A pass-through LLC enjoys various tax benefits like an S-corporation and can be taxed as a pass-through legal entity.
  • A professional LLC is a corporate legal entity established by certain licensed professionals, such as doctors, engineers, and lawyers, to protect liability and meet the requirements for professional licensing.
  • Low-profit liability Companies, also known as L3C, hold a bridge between non-profitable and profitable LLCs, ensuring the primary focus is on the cause of the Florida LLC setup.
  • A series LLC is a legal structure where the top structures of an LLC owe a series of lower LLCs that have separate and independent legal existences.
  • Restricted LLCs are legal structures that restrict the payment of taxes for the initial 10 years and the distribution among the members, as mentioned in the Articles of Organization.

Eligibility for the incorporation of a Florida LLC

Entrepreneurs might have a question concerning the eligibility criteria for incorporating a Florida LLC. So, the answer to the question can be found with the State's Division of Corporations providing the provision dealing with eligibility criteria for the Florida LLC setup wherein anyone residing or not residing (a foreigner) in the State of Florida is authorized for the Florida LLC Setup. Everyone includes individuals and other business units like corporations, LLCs, etc. The eligibility criteria for the incorporation of a Florida LLC requires no bar or restriction on the citizenship, residence, or age limit of the entrepreneurs, which means that even a minor, whether individually or with an adult, is legally authorized for the Florida LLC setup.

Cost of Florida LLC setup

The costs that the entrepreneurs must bear during the Florida LLC setup include a list of fees for filing documents, reserving the name of the company, and understanding the regulatory and annual compliance. A list of the costs that an entrepreneur must pay or have the option to pay is provided below

  • No fee is required for searching the name of the LLC
  • A fee of $25 is applicable for temporarily reserving the name of the LLC for at least 120 days
  • A fee of $50 for registering a fictitious name, i.e., DBA name (doing business as) of the LLC for at least 5 years
  • A state filing fee of $125 is applicable for filing the Articles of Organisation of the LLC
  • An optional fee of $30 is applicable for getting the certified copy of the Articles of Organization of the Florida LLC
  • An optional fee of $25 is applicable for any change, amendment, or correction in the Articles of Organization of the Florida LLC
  • A fee of $138.75 is required for filing the annual report of the LLC
  • Entrepreneurs are charged the corporate income tax or the franchise tax for the Florida LLC setup
  • The cost of business licenses and permits depends upon the nature and place of the Florida LLC setup
  • An optional cost for appointing an attorney to create an operating agreement applies according to the rate chart of Enterslice
  • An optional cost is applicable for the issuance of the certificate of good standing
  • Other charges for appointing a registered agent apply (as per the Enterslice rate chart).

Step-by-Step procedure for Florida LLC setup

If you are ready for the Florida LLC setup, then a well-established legal requirement must be complied with. Entrepreneurs willing to set up and maintain a Limited Liability Company, i.e., an LLC, must delve into the following steps required to incorporate a Florida LLC.

Step 1: Ensure the procedure of documentation

The first legal requirement that must be fulfilled by every entrepreneur willing to form a Florida LLC must be ensured and complied with. The list of documents ensuring the legal compliance of the LLC includes the filing of articles of organization, operating agreement, minutes of the meetings, facsimile of the membership ledger, and other relevant certificates.

Step 2: Register the name of the LLC

The entrepreneurs looking forward to the incorporation of a Florida LLC must choose and register the name of the LLC with the Florida Division of the Corporations to create a brand name for the company. The name of the LLC must depend upon the fulfilment of certain legal requirements as provided below:

  • The name of the LLC must be unique, distinguishable, and de novo
  • The name of the LLC must not contain any language implying an unlawful purpose of the Florida LLC setup
  • Use of abbreviations like LLC, PLLC, Corporation, Corp. Inc. Professional Limited Liability Company, L.L.C. Limited Liability Company, Ltd., chartered, Limited, Company, Co., etc. is mandatory
  • Must take prior approval from the State authorities for using the words bank, credit union, attorney, university, lottery, trust company, etc.
  • The use of the words like firm or partnership is strictly prohibited
  • The domain name must be checked and verified
  • The name availability in Florida must be approved
  • The name of the LLC must not conflict with the trademarks or names of the companies registered in other States
  • The use of confusing words like FBI, Treasury, CIA, and State Department is strictly prohibited

If you are still not ready for the Florida LLC set up, then the entrepreneurs are free to reserve the name of the LLC through an application containing the desired business name and the complete details of the entrepreneurs. The entrepreneurs are set free to carry the LLC business under a fictitious name called the DBA (doing business as) name registered with the Department of State irrespective of the legal name of the LLC. The name of the Florida LLC can only be reserved after filing the formation documents like the Articles of Organization, which is not synonymous with the procedure of LLC registration in other States of the USA.

Step 3: Appoint a Registered Agent

In the next step, every entrepreneur is mandatorily required to appoint a registered agent or agent for the process of service who accepts all the legal and tax documents and the official mail of the LLC on its behalf. The authorized persons entitled to hold the position of the registered agent include an individual, an employee of the LLC, or a type of legal business entity, i.e., a professional service. Certain legal requirements must be fulfilled before appointing a registered agent for the Florida LLC setup, which includes

  • Must have a physical registered address known as the registered office address or the business address in the State of Florida, not a PO Box No.
  • Must sign a verification statement to fulfil the role’s obligation
  • Must serve proper notice before resigning
  • Must be at least 18 years of age or above
  • Must be always available during the regular business hours
  • Must be organized, available, and aware
  • Must be a resident of Florida and always available on-site

The registered agent is generally the main point of contact authorized to receive relevant tax notifications and other compliance information between the limited liability company, i.e., LLC, Corporation, or Non-profit Organization, and the Florida Department of the State. The entrepreneurs can appoint a registered agent to enjoy the following benefits, as provided below

  • The privacy of the entrepreneurs and the information of the office is maintained, hence not in the public record
  • A professional registered agent only focuses on the growth of the business
  • The benefit of convenience in maintaining a flexible schedule for the address of the business
  • The benefit of not being served with a lawsuit or legal notice in front of its customers, etc.

Step 4: Complete and file the extracted papers for the Florida LLC setup

In the next step, the entrepreneurs must extract and file relevant and official papers like the Articles of Organization to incorporate a Florida LLC. The filing of the Articles of Organisation is mandatory for every LLC willing to constitute their business in Florida under the authority of the Florida Department of the State, the Division of Corporations. The list of details that must be recorded in the Articles of Organization is provided below:

  • The name and purpose of the LLC
  • The principal place of business, i.e., the location of the office
  • A list containing information on all the managers and members of the LLC
  • Complete details of the appointed registered agent
  • Signature of the registered agent
  • The duration of the incorporation of a Florida LLC
  • The management structure of the Florida LLC setup
  • Signature of the members or entrepreneurs forming the Florida LLC
  • Effective date of applying Florida LLC setup
  • Name and email of the correspondence if filing online.

After entering the required details in the form, we file the Articles of Organization either by mail or online on the Florida Division of Corporations website. However, we mostly prefer to file the Articles of Organization through fax because lenders prefer this method.

Step 5: Receive a Certificate for the Florida LLC setup

On the approval of the Articles of Organization, the process of Florida LLC setup is complete when the entrepreneurs forming it receive a Certificate ensuring and confirming that the paperwork filed has been approved and, hence, the Florida LLC has been officially incorporated. The LLC owner is now authorized to apply for the EIN, i.e., Employer's Identification Number registration, other business account, and opening a bank account for the Florida business setup.

Step 6: Create an Operating Agreement and Beneficial Ownership Report

Creating an operating agreement is not mandatory for the Florida LLC set-up, but it must be created and signed verbally, i.e., impliedly or expressly, to define the role of more than one member. An operating agreement acts as a blueprint under which an LLC registered in Florida must be regulated and further provides a provision for preventing disputes among the members of the LLC (if they arise). The clauses that must be mentioned before making an operating agreement are provided below:

  • The details of the organization and its members
  • The management and voting rights in the LLC
  • The amount of capital contribution of the members of the LLC
  • The share and distribution of profit among the members of the Florida LLC setup
  • The right to dissolve the Florida LLC
  • The duration of the LLC
  • The procedure for admitting new members in the LLC
  • The terms governing the dissolution of the LLC
  • The information regarding the Articles of Organisation of the LLC
  • The dispute resolution and indemnification clause
  • The rules for buy-out and buy-sell, etc.

An operating agreement that is amendable and legally binding must be reviewed and signed by all LLC members and maintained as an important business document.

The next requirement is to prepare a beneficial ownership report (BOI) free of cost wherein the relevant information regarding the beneficial owners(s), the DBA name of the LLC, the principal and registered US business address, and the details of the applicant(s) of the LLC are recorded. All the Florida LLC setups after January 1st, 2024, must mandatorily file the BOI within 30 days of the incorporation of the LLC, while all the LLCs formed before the 1st of January 2024, must file the BOI by 1st January 2025.

Step 7: Obtain an EIN for the LLC

The next step that must be complied with includes getting an EIN, i.e., Employer's Identification Number or the Federal Tax Identification Number, a 9-digit identification number assigned by the Internal Revenue Service, i.e., IRS for the LLC registered in Florida. The relevancy of EIN is for opening a corporate bank account, filing corporate income tax returns, taking advantage of tax elections, crafting vendor contracts, and hiring employees for the Florida LLC setup.

Step 8: Open a Business Account

The next step required allows for opening a corporate bank account or a business account for the Florida LLC setup to distinguish between your personal and business account and finances and safeguard the personal assets of the members of the LLC. The documents required for opening a business account include the Articles of Organisation, an operating agreement, and the Employer&rsquos Identification Number (EIN) of the LLC incorporated in Florida. Chase Bank, Wells Fargo, Bank of America, and PNC Bank are some of the banks that offer advantageous business account services in Florida.

Step 9: Assure Business licenses and relevant permits

Obtaining State business licenses and permits, also known as the Annual Resale Certificate for Sales Tax or Sellers Permit or the Business Tax receipt in Florida, is not mandatory for all the legal entities doing business in Florida. Only the related industries are authorized to gather relevant business licenses and permits to operate their LLC business in Florida. The list of relevant permits and licenses includes:

  • License for construction contractors
  • Licensed insurance industry
  • Licensed medical professionals
  • Manufacturer of Malt Beverages (CMB) license
  • Permit for distribution of beer and wine (JDBW)
  • Licensed department of agriculture and consumer service
  • Food service permits
  • Doing business as (DBA) license, etc.

Step 10: Apply for the registration of the Florida Sales Tax

The next step is registering for the Florida sales tax and another tax requirement with the Florida Department of Revenue before the Florida LLC setup. The general sales tax rate for the Florida LLC setup is 6%, along with a surtax of 0.5-2.5% upon the first sales of $5000 (if relevant). Also, a self-employment tax covering social security and Medicare taxes applies to the Florida LLC setup.

Step 11: Ensure post-incorporation demands

Certain other legal requirements must be fulfilled after the incorporation of a Florida LLC, which are as provided below:

  • File the annual reports along with the LLC document number (not a financial statement) of the LLC
  • Apply for business insurance
  • Apply for trademark registration to enjoy the brand name
  • Start marketing the brand online and offline
  • Comply with the employer&rsquos obligations
  • Establish business credit
  • Hold the first meeting of the LLC
  • Hire an accountant and company secretary (if needed)
  • Hire Employees for the LLC
  • Create an Employee Handbook and set up other relevant finances, etc.

What package does Enterslice provide?

Enterslice, with its local touch and transparent prices, provides reasonable and professional packages to entrepreneurs for the Florida LLC setup, which include

  • Simplifies the entire procedure of documentation filing
  • Provides legal advice for the incorporation of a Florida LLC
  • Reasonable services concerning the appointment of the expert registered agent
  • Provides professional assistance with the filing of the annual reports
  • Provides mail forwarding services
  • Provides professional assistance with the business tax election and filing
  • Assists with the relevant licenses and permits
  • Provide services for EIN registration
  • Provides a registered address for the LLC
  • Ensure timely filing of the application
  • Services for trademark registration and trade name publication
  • Ensures the privacy of the business setup
  • Other services include business consultation and support, etc.

How can we help?

You can fill out the form online and apply for the services of a Florida LLC setup. Upon receiving your application, our team of experts is authorized to make a call to gather all your requirements and necessary legal documents (if required). Again, after verifying all the documents, we start the procedure for incorporating a Florida LLC. Lastly, upon confirmation of registration with the Florida Division of Corporation, our team sends all the relevant documents and other deliverables either by mail or online.

Frequently Asked Questions

The cost of incorporation into a Florida LLC is $125, which is a one-time fee.

The standard procedure required for the Florida LLC setup includes the following steps

  • Gather all the relevant documents required for the Florida LLC setup
  • Registration of the name of the LLC
  • Consider appointing a registered agent
  • Complete and file the Articles of Organization for the Florida LLC setup
  • Receive a certificate for the Florida LLC setup
  • Create an operating agreement
  • File the Beneficial Ownership Report (BOI)
  • Obtain an EIN for the LLC
  • Consider opening a business account
  • Assure business licenses and relevant permits
  • File the annual reports of the LLC.

A total of 5-10 business days is required to incorporate a Florida LLC.

No, the owner does not have to be physically present or live in Florida to incorporate an LLC.

The entrepreneurs are authorized to be agents for their own LLC setup in Florida.

Yes, a minor under the age of 18 can hold the ownership of a Florida LLC solely or with an agent.

Entrepreneurs can incorporate different LLC types: single-member, multi-member, professional, pass-through, low-profit, series, and restricted LLCs.

Yes, a foreigner or anyone not a resident or citizen of Florida, along with an appointed registered agent physically located in Florida, is free to incorporate a Florida LLC.

To dissolve the Florida LLC, the entrepreneurs must file the Articles of Dissolution and the appropriate filing fees with the Florida Department of the State, Division of Corporations.

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