Florida LLC Glossary — Key Terms Defined

This glossary defines the most important terms you will encounter when forming and operating an LLC in Florida. Each definition includes Florida-specific context — referencing the actual statutes, agencies, and procedures that apply in this state.

For the formation process, see our formation guide. For fees, see our fee schedule.

A

Administrative Dissolution — The Division of Corporations' involuntary termination of an LLC for failure to file the annual report. Occurs on the third Friday in September each year. Can be reversed through reinstatement within 2 years (§605.0715). See our administrative dissolution guide.

Annual Report — A confirmation filing required each year for all active Florida LLCs. Fee: $138.75. Due by May 1 via Sunbiz.org. Not a financial statement — it confirms current registered agent, address, and member/manager information. Late fee: $400. See our annual report guide.

Articles of Amendment — A filing that changes information in your LLC's Articles of Organization (name, management structure, provisions). Filed through Sunbiz.org, $25. See our amendments guide.

Articles of Organization — The formation document that creates a Florida LLC. Filed as Form INHS18 with the Division of Corporations through Sunbiz.org. Fee: $125. Contains: LLC name, registered agent, principal address, management structure, and organizer information. See our filing guide.

C

Certificate of Status — Florida's official document confirming an LLC is active and in good standing. Equivalent to "Certificate of Good Standing" in other states. Available through Sunbiz.org: $5 electronic, $8.75 certified. See our good standing guide.

Chapter 605 — The Florida Revised LLC Act (Chapter 605, Florida Statutes). Effective January 1, 2015, it replaced the older Chapter 608. Governs all aspects of LLC formation, operation, and dissolution in Florida.

Charging Order — A court-issued lien on a member's LLC distributions, obtained by a judgment creditor of that member. Under §605.0503, this is the exclusive remedy for creditors of multi-member LLC members — they cannot seize LLC assets or force distributions. See our asset protection guide.

D

Disregarded Entity — IRS classification for a single-member LLC. The LLC is "disregarded" for tax purposes — income is reported on the owner's personal return (Schedule C of Form 1040). No separate entity-level return is filed.

Division of Corporations — The Florida state agency that handles all LLC filings. Part of the Department of State, overseen by the Secretary of State. Operates through Sunbiz.org. Located in Tallahassee. Contact: (850) 245-6052.

Documentary Stamp Tax — A Florida tax imposed on documents transferring real property. Rate: $0.70 per $100 of consideration (most counties); $0.60 per $100 in Miami-Dade. Relevant when transferring property into an LLC.

Domestic LLC — An LLC formed in Florida (as opposed to a foreign LLC formed in another state). Filed through Sunbiz.org under Chapter 605.

E

EIN (Employer Identification Number) — A federal tax identification number issued by the IRS. Free to obtain. Used for banking, tax filing, hiring employees, and contracts. Applied for at irs.gov. See our EIN guide.

F

Fictitious Name — Florida's term for a DBA (Doing Business As). A name registration ($50 through Sunbiz.org) allowing you to operate under a name different from your LLC's legal name. Does not provide liability protection. See our LLC vs DBA guide.

Foreign LLC — An LLC formed in another state that registers to transact business in Florida. Files Form INHS62 (Application for Authorization), $125 fee. Subject to same annual report requirements as domestic LLCs. See our foreign LLC guide.

Form INHS18 — The official form number for Florida's Articles of Organization (LLC formation document). Filed electronically through Sunbiz.org.

Form INHS62 — The official form for foreign LLC registration (Application for Authorization to Transact Business in Florida).

L

Late Filing Supplement — The $400 penalty automatically added when the annual report is filed after May 1. Non-negotiable, non-waivable. Makes the total delinquent report cost $538.75.

M

Manager-Managed — An LLC management structure where designated managers (who may or may not be members) have authority to bind the LLC. Non-manager members are passive. Declared on the Articles of Organization. Under §605.04075, only managers are agents of the LLC.

Member — An owner of an LLC. Has economic rights (distributions, profit allocation) and, in a member-managed LLC, management rights (authority to bind the LLC). Membership interests are governed by the operating agreement and Chapter 605.

Member-Managed — An LLC management structure where all members participate in management and have authority to bind the LLC to contracts. Under §605.04074, each member is an agent of the LLC. Most common structure for small Florida LLCs.

O

Operating Agreement — The internal governance document that defines an LLC's ownership, management, distributions, transfer restrictions, and dissolution triggers. Not filed with the state. Under §605.0105, operating agreements have broad authority to override default statutory provisions. See our operating agreement guide.

P

Professional LLC (PLLC) — A special LLC type required for licensed professionals (attorneys, physicians, CPAs, architects, engineers) under §605.1201-1207. Does not protect members from their own malpractice — only from other members' malpractice. See our PLLC guide.

R

Registered Agent — The person or entity designated to accept service of process, state correspondence, and legal documents on behalf of an LLC. Required under §605.0113. Must be a Florida resident individual or authorized Florida business entity with a physical FL street address. See our registered agent guide.

Reinstatement — The process of restoring an administratively dissolved LLC to active status. Available within 2 years of dissolution under §605.0715. Requires paying all delinquent fees and penalties. See our reinstatement guide.

S

Series LLC — An LLC type with internal series that maintain separate liability. NOT available in Florida. Chapter 605 does not include series provisions. See our Series LLC page for alternatives.

Sunbiz.org — The Florida Division of Corporations' electronic filing portal (sunbiz.org). Used for all LLC filings: formation, annual reports, amendments, dissolution, name searches, and entity record access. One of the best state filing portals in the country.

T

Tangible Personal Property Tax — A Florida county-level ad valorem tax on business equipment, furniture, fixtures, and similar physical assets. First $25,000 exempt (file DR-405 to claim). Filed with county property appraiser by April 1 annually.

Transferable Interest — The portion of a member's LLC interest that can be transferred: the right to receive distributions and allocations. Under §605.0502, transferring a transferable interest does NOT make the recipient a member with management rights — only an economic assignee.

V

Veil Piercing — A legal doctrine allowing courts to disregard the LLC's separate existence and hold members personally liable. Occurs when: funds are commingled, the LLC is inadequately capitalized, formalities are ignored, or the LLC is used to perpetrate fraud. Maintaining separation between personal and business finances is the primary defense.

Voluntary Dissolution — The intentional closure of an LLC by its members. Filed as Articles of Dissolution through Sunbiz.org ($25). Ends future annual report obligations. See our dissolution guide.