How to Form an LLC in Florida

This is the complete guide to forming a limited liability company in Florida under the Florida Revised LLC Act (Chapter 605, Florida Statutes). We cover every step from searching your LLC name on Sunbiz.org to filing your Articles of Organization (Form INHS18) with the Florida Division of Corporations. The state filing fee is $125 and online filings typically process in 1-2 business days.

Table of Contents

1. Why Form an LLC in Florida
2. Choose a Name
3. Appoint a Registered Agent
4. File Your Articles of Organization
5. Create an Operating Agreement
6. Get Your EIN
7. Costs
8. Timeline
9. After You File
10. FAQ

Why Form an LLC in Florida

Florida is one of the most popular states for LLC formation — and the reasons go beyond just being a large market. The Florida Revised LLC Act (Chapter 605), which took effect January 1, 2015, modernized Florida's LLC framework and brought it in line with the Revised Uniform Limited Liability Company Act.

Key advantages of a Florida LLC:

• No personal state income tax — Florida is one of seven states with no individual income tax. Pass-through LLC income is taxed only at the federal level, saving Florida LLC members thousands compared to states like California (13.3%) or New York (10.9%).
• Strong charging order protection — Under §605.0503, a charging order is the exclusive remedy available to a judgment creditor against a member's transferable interest in a multi-member LLC. This means creditors cannot force liquidation of the LLC or seize its assets.
• Fast, inexpensive filing — The $125 filing fee is moderate, and Sunbiz.org processes online filings in 1-2 business days without requiring a separate expedited fee.
• No franchise tax — Florida eliminated its corporate franchise tax in 2021. LLCs that elect pass-through taxation owe no annual state tax beyond the $138.75 annual report fee.
• Flexible operating agreement law — Under §605.0105, Florida allows members extraordinary latitude to customize their LLC's governance through the operating agreement, overriding most default statutory provisions.

Compared to operating as a sole proprietor, an LLC in Florida creates a legal barrier between your personal assets and your business liabilities. For a detailed breakdown, see our LLC vs Sole Proprietorship and LLC vs Corporation comparisons.

Choose a Name

Your Florida LLC name must comply with the naming requirements under §605.0112:

• Must include "Limited Liability Company," "LLC," or "L.L.C." (abbreviations like "Ltd. Liability Co." are also acceptable)
• Must be distinguishable from any existing entity name on file with the Division of Corporations
• Cannot include words suggesting it is a corporation (Inc., Corp.) or limited partnership (LP, Ltd.)
• Restricted words like "bank," "trust," "insurance," or "university" require additional licensing or authorization

How to search: Go to Sunbiz.org and use the "Search Business Entities" tool. Search by name to see if your desired name (or anything confusingly similar) is already taken. The search is free and returns results instantly.

If you find your name available but are not ready to file immediately, you can reserve your name for 120 days by filing a Name Reservation with the Division of Corporations ($25 fee).

Before committing to a name, also check for federal trademark conflicts at USPTO.gov and domain name availability. For a complete walkthrough, see our name search guide.

Appoint a Registered Agent

Under §605.0113-0115, every Florida LLC must continuously maintain a registered agent. This is the person or entity authorized to accept service of process, state correspondence, and legal documents on behalf of your LLC.

Florida registered agent requirements:

• Must be a Florida resident individual OR an authorized business entity (a company registered to do business in Florida)
• Must have a physical street address in Florida (no P.O. boxes)
• Must be available during normal business hours to accept documents
• The LLC itself cannot serve as its own registered agent
• A member or manager of the LLC can serve as agent (if they meet the residency and address requirements)

Your registered agent's name and address will be listed on your Articles of Organization and appear in the public record on Sunbiz.org. This is why many LLC owners choose a professional registered agent service — it keeps their personal home address off the public filing and ensures documents are never missed.

File Your Articles of Organization

This is the formal act that creates your LLC. You file Articles of Organization (Form INHS18) with the Florida Division of Corporations and pay the $125 filing fee. The $125 includes the base $100 filing fee plus the $25 registered agent designation fee.

Information required on Form INHS18:

• LLC name (must comply with §605.0112)
• Principal business address and mailing address
• Registered agent's name and Florida street address
• Management structure (member-managed or manager-managed)
• Name and address of each person authorized to manage (managers, if manager-managed, or members if member-managed)
• Effective date (filing date or a future date up to 5 business days out)
• Organizer's name and address
• Electronic signature

How to file online: Navigate to Sunbiz.org, select "Start a Business" and then "Florida Limited Liability Company." The system walks you through each field. Payment is by credit card or debit card. Once submitted and payment processes, you will receive a filing confirmation and your LLC's document number.

You can also file by mail, but mailed filings take significantly longer (several weeks). For the step-by-step process, see our online filing guide and detailed filing steps.

Create an Operating Agreement

Florida does not require you to file an operating agreement with the Division of Corporations — it is an internal document. However, having a written operating agreement is strongly recommended for every LLC, even single-member LLCs.

Under §605.0105, Florida law gives operating agreements broad authority. The operating agreement can modify or override nearly all default provisions of Chapter 605, with limited exceptions (you cannot eliminate the duty of loyalty entirely or unreasonably restrict the right to information, among a few other guardrails).

Why it matters in Florida specifically:

• Florida courts enforce operating agreements strictly. In Dinuro Investments v. Camacho (2014), the court upheld operating agreement provisions that restricted a member's ability to transfer their interest — reinforcing that Florida treats operating agreements as binding contracts.
• Without an operating agreement, your LLC defaults to the statutory provisions in Chapter 605 — which may not match your intentions regarding profit splitting, decision-making authority, or what happens if a member wants to leave.
• Banks and lenders routinely request a copy of your operating agreement when opening accounts or extending credit.

Your operating agreement should cover:

• Ownership percentages and capital contributions
• Profit and loss distribution
• Management structure and voting rights
• Member withdrawal, buyout procedures, and transfer restrictions
• Dissolution triggers and procedures

Get Your EIN

An Employer Identification Number (EIN) is a federal tax ID issued by the IRS. It is free, and you can apply online at irs.gov for immediate issuance (Monday-Friday, 7am-10pm ET).

When you need an EIN:

• Opening a business bank account (virtually all banks require it)
• Hiring employees
• Filing federal tax returns as a multi-member LLC
• Electing S-corp or C-corp taxation

Single-member LLCs technically can use the owner's SSN, but getting a separate EIN is strongly recommended — it protects your SSN from exposure on business documents, W-9 forms, and vendor paperwork.

Costs

Here is the complete cost breakdown for forming and maintaining a Florida LLC:

For a full analysis of first-year and ongoing costs — including how Florida compares to Delaware, Wyoming, and other states — see our complete cost guide.

Timeline

The formation timeline depends on your filing method:

• Online filing via Sunbiz.org: 1-2 business days (standard processing — no separate expedited option because online is already fast)
• Mail filing: 3-5 weeks typical, varies by volume at the Division of Corporations

Once your Articles of Organization are processed, your LLC is officially active. The effective date will be the date you specified on the filing (either the filing date or a future date you selected, up to 5 business days out).

After You File

Once your LLC is approved, you need to handle several post-formation tasks:

• File your annual report by May 1 of each year ($138.75) — this applies starting the calendar year after formation
• Open a business bank account — keep personal and business funds separate
• Obtain necessary business licenses — county business tax receipts, professional licenses, sales tax permits
• Understand your tax obligations — no state income tax, but sales tax and federal obligations apply
• Consider whether to elect S-corp taxation once your income exceeds $40,000-$50,000 net
• Create an annual compliance checklist so you never miss the May 1 deadline

Industry Guides

Forming an LLC for a specific industry in Florida? See our guides for real estate (Florida's most popular LLC industry), tourism and hospitality, freelancers and consultants, construction, and e-commerce.

Additional Guides

• Do I need an LLC? — deciding if an LLC is right for your situation
• LLC for married couples — joint ownership in a non-community-property state
• Convert sole proprietorship to LLC — upgrading your existing business
• LLC vs DBA — understanding the difference between a fictitious name and an LLC
• LLC asset protection — how Florida's charging order protections work
• Non-resident forming a Florida LLC — no residency requirement for members

FAQ

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

The state filing fee is $125 (filed online through Sunbiz.org). This includes the $100 Articles of Organization fee plus the $25 registered agent designation fee. After formation, you will owe $138.75 annually for the annual report. There is no state income tax on pass-through LLC income.

How long does it take to form a Florida LLC?

Online filings through Sunbiz.org typically process in 1-2 business days. There is no separate expedited option for online filings — standard online processing is already among the fastest in the country. Mail filings take 3-5 weeks.

Do I need a registered agent in Florida?

Yes. Under §605.0113, every Florida LLC must designate and continuously maintain a registered agent with a physical street address in the state. The agent must be a Florida resident individual or an authorized business entity. The LLC itself cannot be its own agent, but a member or manager can serve if they meet the requirements.

Can I form a Florida LLC if I don't live in Florida?

Yes. Florida does not require LLC members or managers to be state residents. However, you must maintain a registered agent with a physical address in Florida. See our non-resident formation guide for the complete process.

Do I need an operating agreement?

Florida does not require one to be filed, but operating without a written agreement means the default rules in Chapter 605 govern your LLC — and those defaults may not match your intentions. Under §605.0105, Florida gives operating agreements broad authority to customize governance, distributions, and transfer restrictions. Every LLC should have one.

What is the difference between member-managed and manager-managed?

In a member-managed LLC, all members participate in day-to-day management decisions. In a manager-managed LLC, one or more designated managers handle operations while other members are passive investors. You declare this on your Articles of Organization (Form INHS18), and it affects who has authority to bind the LLC to contracts. Most small Florida LLCs choose member-managed.

Does Florida allow Series LLCs?

No. Florida does not authorize Series LLCs under Chapter 605. If you need separate liability protection for multiple assets (such as multiple rental properties), you must form separate LLCs for each asset. Some investors form a holding company LLC that owns the individual property LLCs.

What are the ongoing requirements for a Florida LLC?

You must file an annual report ($138.75) with the Division of Corporations by May 1 each year. The report confirms your registered agent, principal address, and member/manager information. Missing the May 1 deadline results in a $400 late fee. If the report remains unfiled, the Division administratively dissolves the LLC in September. See our after-formation guide for all ongoing obligations.