More business owners are choosing a limited liability company (LLC) to legally structure their companies. The benefits that it offers make it an attractive option, especially for starting entrepreneurs.
This hybrid structure combines the limited liability that comes with a corporation and the flexibility of a sole proprietorship or partnership. That’s why an LLC may be the best choice if you want to limit your personal liability for possible business debts or lawsuits.
Understanding Articles of Organization
If you want to start your business entity in Florida, then you have to file a completed Articles of Organization LLC with the Division of Corporations. This document will formalize your registration with the state. You also need to include a cover letter that contains the name, address, email, and contact information of the authorized representative, as well as the name of the company. The filing also comes with a $125 fee. If you want to have a certified copy, you can request one after paying an additional $30. You can submit all of the requirements by mail, in person, or online.
If you opt to send the documents by mail, use this address:
Division of Corporations
New Filing Section
Division of Corporations
2415 N Monroe Street, Suite 810
Tallahassee, Florida 32303
What You Will Need
The Articles of Organization LLC requires you to disclose certain pieces of information about your company. These include the entity name, address, registered agent, authorized managers/members, and effective date.
- Business Name – The name of your LLC has to be unique. You have to make sure no other business entity in Florida is currently using it. You can check its availability by conducting a name search on the website of the Department of State.It needs to comply with the naming regulations of the state. It has to include the proper designator as well. The state law allows you to use any of the following:
- Limited Liability Company
- LLC
- L.L.C.
- Any other variation of its abbreviation
However, the state also imposes some restrictions. Your LLC cannot have any of the following words in its company name:
-
- Corporation
- Corp.
- Inc.
- Incorporated
- Limited Partnership
- LP
- L.P.
- Trust
- Any word that may confuse your company with a government agency
- Bank
- Attorney
- University
- Principal Business Address – You need to disclose the main office address and the mailing address of your company. It has to be a street address or P.O. Box.
- Registered Agent And Office – Florida requires you to designate a registered agent. It can either be an individual who resides in Florida or a third-party organization that provides this service. The registered agent must have a street address because P.O. Boxes are not allowed. The agent will receive all legal documents from the state on your behalf, so it has to be available during regular business hours at the registered office.
- Management List – The state also requires you to include on the Articles of Organization the names and addresses of the people who have the authority to manage the company. If you fail to fill out this section, the state will consider your business to be member-managed.If you are unsure of the management structure you will apply, you will have some time to think about it carefully. The state allows LLCs to decide until the due date of the first annual report.
- Effective Date – The form allows you to fill in the date when you want to activate your LLC. It has to be specific. It also cannot be more than 5 working days before or 90 calendar days after the filing date. If you do not indicate anything in this section, your LLC will be active once the Division of Corporations has processed your paperwork.
- Authorized Signature – The document requires the signature of an authorized representative or member. It has to include a printed name. If you hire a third-party organization to handle the process, they can serve as your representative.
LLC Obligations
The Articles of Organization is only one of the things you need to take care of before starting your business operations. To help you out, here are some of the things you may have to prepare:
- Operating Agreement – This document will govern your LLC. It will include details related to the company. These pieces of information may include the following:
o The names of the members
o The percentage of their ownership
o Management structure
o How you will run the business
o The duties of each owner and manager
o How you will pay taxes
o How you will distribute profits and losses
You do not have to file this with the Department of State. However, it is an internal document that will help you handle misunderstandings and disputes.
- Employer Identification Number (EIN) – You can get this with the Internal Revenue Services (IRS) for free. It will serve as the social security number of your company. It is necessary if you are planning on hiring employees. It will help in acquiring business permits and other licenses. You can also use it when opening a bank account under the name of the LLC.
- Business License – Florida law requires businesses to have a Local Business Tax Receipt if they want to do business in the state. Counties administer this tax. It is usually under $100, but the amount may vary depending on the business type and the number of workers.
- Annual Report – Your LLC will have an annual filing obligation with the Division of Corporations. This is to ensure that the records of Florida on the ownership and contact information of your company are up to date. The report comes with a $138.75 fee, and it is due every 1st of May. Late submission comes with a $400 fine.
- Taxes – Florida does not have a personal net income tax. However, it has a 6% state sales tax rate. Counties can also impose additional sales taxes up to 2%.
If you find the process slightly overwhelming, you can turn to a reliable third-party organization like DoMyLLC for assistance. Contact us now to find out how our team can help.
Business Filing Section