Filing an LLC in Florida: Agent, Articles, and Annual Report

Filing an LLC in Florida costs $125 and is done by submitting Articles of Organization to the Division of Corporations through Sunbiz.org, the state’s official business registry. You’ll also need to appoint a Florida registered agent, get a federal tax ID from the IRS, and file an annual report every year between January 1 and May 1 to keep the LLC in good standing. The whole formation can be completed online in a single session, and most filings are processed within a few business days.

Pick a Name That Will Clear the State’s Database

Your LLC name must include “Limited Liability Company,” “L.L.C.,” or “LLC,” and it has to be distinguishable from every other active entity on file with the Division of Corporations.¹ Search the Sunbiz.org database for free before you file. It takes a minute and saves you from paying the $125 fee only to have the filing rejected because the name conflicts with an existing company.

If your first choice is taken, pick something distinctive rather than hunting for workarounds. There is a written-consent procedure for using a name already registered to another entity, but it almost never happens between unrelated businesses.

Appoint a Registered Agent With a Florida Street Address

Every Florida LLC must have a registered agent who accepts legal documents and government notices for the company. The agent has to be either an individual who lives in Florida or a business entity authorized to operate in the state, and the address on file must be a physical street address, not a P.O. box.²

The agent must sign a written statement accepting the appointment. That acceptance is built into the online Articles of Organization form, so you handle it during the filing rather than as a separate step.² You can name yourself if you have a qualifying Florida address, or hire a commercial registered agent service, which typically runs $50 to $300 per year.

File the Articles of Organization

The Articles of Organization is the document that legally creates your LLC. Florida law requires only three pieces of information: the LLC’s name, the street and mailing addresses of its principal office, and the name, Florida street address, and written acceptance of the registered agent.³ Everything else on the form is optional.

A P.O. box is fine for the mailing address if it differs from your principal office. You can also set an effective date for the LLC up to five business days before or 90 days after the state receives the filing, which is useful if you want the start date to line up with a tax year or a contract.⁴ Leave that field blank and the LLC starts the day the state processes it.

What It Costs

The baseline cost is $125. Here is what the Division of Corporations charges:⁵

Articles of Organization filing fee: $100
Registered agent designation fee: $25
Certified copy of your filed articles (optional): $30
Certificate of Status proving good standing (optional): $5

The certified copy and Certificate of Status aren’t required to form the LLC, but banks and lenders sometimes ask for one when you open a business account.⁶

Member-Managed or Manager-Managed

The form has an optional field for declaring whether the LLC is member-managed or manager-managed.³ Technically optional, practically not: most banks need the management structure on file with the state before they’ll open a business account, and the Florida Department of Financial Services requires it for workers’ compensation purposes.⁷

In a member-managed LLC, every owner can enter contracts, open bank accounts, hire employees, and make binding decisions. That works for small businesses where the owners plan to be hands-on. In a manager-managed LLC, one or more designated managers run things while the remaining members sit in a passive investor role. That setup suits businesses with silent partners or outside investors who don’t want day-to-day responsibilities.

Write an Operating Agreement, Even Though You Don’t File It

Florida doesn’t require you to file an operating agreement with the state, but having one in your records is the single most important thing you can do to protect the LLC. The operating agreement governs how members relate to each other, how profits and losses are divided, who has decision-making power, and what happens if a member wants out or the business dissolves.⁸

Where your agreement is silent, Florida’s Revised Limited Liability Company Act fills in default rules that may not match your deal.⁸ The default splits profits equally regardless of what each member contributed. If one member put in $200,000 and another put in $10,000, equal splits probably aren’t what either of them agreed to. Write it down.

Some things an operating agreement cannot do: eliminate the duty of loyalty or the duty of care members and managers owe each other, waive liability for bad faith or intentional misconduct, or change the rules around registered agents and state filings.⁸ Even single-member LLCs benefit from one because it reinforces the separation between you and the business entity, which is the whole point of the LLC in the first place.

Get an EIN and Choose How You’ll Be Taxed

Once the state approves the LLC, apply for an Employer Identification Number (EIN) from the IRS. It’s free, it’s nine digits, and the online application issues the number immediately. You need one if you’ll have employees, and banks will ask for one when you open a business account even for a single-member LLC with no payroll.⁹

The IRS doesn’t treat LLCs as a separate tax category. By default, a single-member LLC is a “disregarded entity” and the owner reports all business income and expenses on their personal return. A multi-member LLC is treated as a partnership, which files an informational Form 1065 and issues each member a Schedule K-1.¹⁰

You can override the default. Form 8832 elects C-corporation treatment.¹⁰ Form 2553 elects S-corporation treatment, which can reduce self-employment taxes for profitable businesses, but a newly formed LLC has to file Form 2553 within two months and 15 days of the start of its first tax year for the election to apply to that year.¹¹ These elections change how you pay yourself and handle payroll, so talk to a tax professional before choosing one.

Florida has no personal income tax, so a pass-through LLC owes no state-level income tax on profits that flow to members. Elect C-corporation treatment and the LLC becomes subject to Florida’s 5.5% corporate income tax on income earned or received in the state.

One more federal note: the Corporate Transparency Act originally required most new LLCs to report their beneficial owners to FinCEN. As of March 2025, FinCEN exempted all entities formed in the United States from that requirement, and it has stated it will not enforce beneficial ownership penalties against domestic companies or their owners.¹² If you’re forming a standard Florida LLC, you don’t need to file a BOI report under current rules.

File an Annual Report Every Year by May 1

Every Florida LLC must file an annual report with the Division of Corporations between January 1 and May 1 of each year, starting the year after the LLC was formed.¹³ The report updates your principal office address, mailing address, and the name and address of at least one person with management authority. The filing fee is $138.75.⁵

Miss May 1 and you owe a $400 late fee on top of the regular filing fee.¹⁴ Keep ignoring it and the state will administratively dissolve the LLC. Dissolution strips the company of its legal protections, prevents it from suing or defending lawsuits in Florida courts, and stops it from doing business under its registered name.¹³ This is the most common way Florida LLCs lose good standing, and a January calendar reminder prevents it entirely.

Reinstating an LLC That Was Dissolved

If your LLC was dissolved for failing to file an annual report, you can apply to reinstate it at any time. It isn’t cheap. You’ll owe a $100 reinstatement fee, plus $138.75 for each year or partial year the LLC was dissolved, plus the $400 late fee that triggered the dissolution.⁵ An LLC dissolved for two years runs roughly $777.50 before any optional add-ons.

The reinstatement application has to be signed by both the registered agent and an authorized representative of the company. Once reinstated, the LLC’s legal existence relates back to the date of dissolution, as if it never happened. One catch: the state reserves your LLC’s name for only one year after dissolution. After that, another entity can claim it, and you’d be filing under a new name.¹⁵

Licensed Professionals File a PLLC Instead

Licensed professionals in fields like medicine, law, accounting, architecture, and engineering cannot form a standard LLC in Florida. They register instead as a Professional Limited Liability Company (PLLC) under Chapter 621, and must submit professional licensing credentials to the Division of Corporations along with the Articles of Organization. If you hold a state-regulated professional license, check with your licensing board before filing.

1
Online Sunshine. Florida Code 605.0112 – Name
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Online Sunshine. Florida Code 605.0113 – Registered Agent
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Online Sunshine. Florida Code 605.0201 – Formation; Articles of Organization
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Florida Department of State. Instructions for Articles of Organization (FL LLC)
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Florida Department of State. LLC Fees
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Florida Department of State. Fees – Division of Corporations
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Florida Department of State. Instructions for Filing a Florida Limited Liability Company Online or by Mail
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Online Sunshine. Florida Code 605.0105 – Operating Agreement; Scope, Function, and Limitations
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Internal Revenue Service. Employer Identification Number
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Internal Revenue Service. Single Member Limited Liability Companies
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Internal Revenue Service. Instructions for Form 2553
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FinCEN. Beneficial Ownership Information Reporting
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Online Sunshine. Florida Code 605.0212 – Annual Report for Department
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Florida Department of State. File Annual Report
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Online Sunshine. Florida Code 605.0715 – Reinstatement