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Instructions for Filing a Florida Limited Liability Company Online or by Mail
These instructions contain the minimum requirements for the formation of a Limited Liability Company by mail or through our electronic filing network.
When filing, electronically or by paper, carefully review all information before submitting the document to this office. Once filed, an amendment with the appropriate filing fee of $25 is required to change the information. Electronic filers should make note of the tracking number before submitting the filing.
GENERAL:
All information included in the document must be in English and it may contain more than the minimal information required. A letter acknowledging the filing will be issued by mail or email, depending on the method of filing, free of charge.
Tax consequences arising from the structure of a limited liability company can be significant. The Division of Corporations strongly recommends that all documents be reviewed by your legal counsel for compliance with all statutory requirements. The Division is a filing agency and as such does not render any legal, accounting, or tax advice.
Pursuant to section 817.155, F.S., a person may not, in any matter within the jurisdiction of the Department of State, knowingly and willfully falsify or conceal a material fact, make any false, fictitious, or fraudulent statement or representation, or make or use any false document, knowing the same to contain any false, fictitious, or fraudulent statement or entry. A person who violates this section is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.
The Articles of Organization must set forth the following:
Limited Liability Name:
The name of the limited liability company must be distinguishable on the records of this office and must contain the word �Limited Liability Company�, �L.L.C.�, for �LLC�. A name should not be used or assumed approved until acknowledgement of filing is received from the Division of Corporations. A preliminary search for name availability should be made from on our website prior to submitting your document for filing. You are responsible for any name infringement that may result from your name selection.
Principal Place of Business Address:
The street address of the principal office of the limited liability company.
Mailing Address:
The mailing address of the limited liability company, if different from the principal address. A PO Box is acceptable for the mailing address.
Registered Agent Name and Address:
A Registered Agent is either person or business responsible for accepting service of process on behalf of your business. If the registered agent is a business entity, it must be registered with the Division of Corporations.
Registered Agent�s address or registered office must be a Florida street address. A post office box address or address outside of Florida is not acceptable. The Limited Liability Company being formed cannot serve as its own registered agent but a manager, member, or managing member may be listed to accept service of process on behalf of the business.
Registered Agent Signature:
The Registered Agent must sign the document in the space provided. If filing online, the Registered Agent must "type" his/her electronic signature in the space provided. If someone other than the Registered Agent "types" the Registered Agent signature, that person must have permission to do so or it constitutes forgery under s.831.06, Florida Statutes.
Limited Liability Company Purpose:
A Professional Limited Liability Company (F.S. 621) must enter its specific purpose. Example: practice of law, accounting services, etc.
Manager/Authorized Representative:
The names and street addresses of the authorized representatives or managers is optional but we recommend that you enter the information, if known. The names of the managers or authorized representatives may be required to open a bank account or to get Workers' Compensation exemption. Call your bank or the Workers' Compensation office for their requirements. A manager or authorized representative may be a person or business entity. Please give the complete accurate name of the manager(s) or authorized representative(s) whether an individual or a business entity.
MGR for "manager" —person outside the company who will manage the company
AR for "authorized representative" —A person who is an authorized to execute and file records with this office. See 605.0102(8), F.S. for more detail.
Do not list "members". Only managers and authorized representatives may be listed. The Limited Liability Company itself should keep an internal record of the members of the Limited Liability Company.
An Effective Date:
The effective date will be the date of filing unless otherwise stated in the document. If an effective date is desired, the date must be specific and cannot be more than five business days prior to or 90 days after the date of filing.
Signature:
Articles must be executed by at least one person acting as authorized representative. The execution of the document constitutes an affirmation under the penalties of perjury that the information in the record is accurate (s.605.0205(3),F.S.). If filing online, the person�s or authorized representative�s typed name is considered an electronic signature. If someone other than the person or authorized representative electronically signs the document on behalf of the person or authorized representative, that person must have permission to do so or it constitutes forgery under s.831.06, F.S.
Other Information:
Correspondence Name and Email Address:
Online filers must provide a valid email address. The filing acknowledgment with any attached certification and all future correspondence will be sent to the email address given. If the email address is incorrect, the filing acknowledgement and any attached certification, will not be received. Be sure to watch for the acknowledgment of your filing, as SPAM blockers tend to prevent receipt of email acknowledgments. Do not delete the email by mistake.
Documents submitted by mail will be acknowledged and/or certified by mail addressed to the remitter. Please note, an email address is requested on mailed in documents for future correspondence. It is up to the entity to keep a current email address on file with the Division of Corporations.
Fees:
| Articles of Organization | $100.00 |
| Registered Agent Designation | $25.00 |
| Minimum Due | $125.00 |
| Certified Copy (optional) | $30.00 |
| Certificate of Status (optional) | $5.00 |
Certification:
Please check with your financial institution to see which, if any, are required to open an account.
A Certified Copy certifies of copy of the Articles of Organization as true and correct. This certification includes a certificate and a copy of the articles.
A Certificate of Status certifies the status and the existence of the Limited Liability Company. This certification includes just the certificate.
Annual Report
Every limited liability company is required to file an annual report to maintain "active" status. If the limited liability company fails to file its annual report, it will be administratively dissolved. The first annual report is due January 1st of the calendar year following the year of organization.
If a limited liability company is created late in the calendar year and it doesn't expect to commence business until after January 1st of the next calendar year, an "effective date" can be added.
Effective dates in the next calendar year will delay the requirement to file an annual report until the year following the effective date year. Example: If the limited liability company is formed December 1, 2014 and it adds an effective date in its articles of January 10, 2015, the first annual report will not be due until January 1, 2016. If the effective date was not added, the first annual report would be due January 1, 2015.