Florida LLC Filing Requirements: Articles, Costs, and Annual Report

To form an LLC in Florida, you file Articles of Organization with the Division of Corporations through Sunbiz.org and pay $125 in state fees. Before you file, you need a compliant business name and a Florida registered agent. The filing itself is straightforward. What trips people up is what comes after: the annual report, the bank account, and a few decisions the state doesn’t ask about but the IRS will.

Pick a Name That Meets Florida’s Rules

Your LLC’s name must include the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” That’s a statutory requirement.¹ It also has to be distinguishable from every other entity already on file with the Division of Corporations.

“Distinguishable” is stricter than most people expect. Differences in entity suffixes, articles like “the” or “a,” the word “and” versus “&,” singular versus plural, and punctuation don’t count.² Run a free name search on Sunbiz before filing. If your first choice is taken, pick something meaningfully different, or get written consent from the existing entity and file that consent with your registration.¹

Designate a Florida Registered Agent

Every Florida LLC needs a registered agent to receive lawsuits and official state correspondence. The agent must be an individual who lives in Florida or a business entity authorized to operate in the state.³ The LLC itself cannot be its own registered agent, but a member or manager can serve in that role.⁴

The agent must have a physical street address in Florida. A P.O. Box will not satisfy the requirement.⁴ That address becomes your registered office, and if it changes later you have to update the Division of Corporations.

File the Articles of Organization

The Articles of Organization is the document that legally creates your LLC. Florida law requires three things in it: the LLC’s name, the street and mailing addresses of the principal office, and the name, Florida street address, and written acceptance of the registered agent.⁵ The principal office has to be a physical street address, though you can list a separate mailing address (a P.O. Box works there) if the two differ.

The Sunbiz e-filing form also asks whether your LLC will be member-managed or manager-managed. Under the statute this is technically optional information, listed among things the articles “may” contain rather than “must.”⁵ In practice you’ll pick one. In a member-managed LLC, all owners run the business. In a manager-managed LLC, designated managers handle operations while other members stay passive.

You can also set a custom effective date. It can be backdated up to five business days before the Division receives your filing, or deferred up to 90 days after.⁶ Leave it blank and your LLC exists as of the date the filing is approved.

What It Costs and How to Submit

The total state fee to form a Florida LLC is $125: a $100 filing fee plus a $25 registered agent designation fee. Two optional add-ons are available at the time of filing: a Certificate of Status for $5 and a Certified Copy of the filed document for $30.⁷

You can file online through the Sunbiz e-filing portal or mail paper documents to the Division of Corporations. Online is faster. The Division publishes current processing dates on its website, and those fluctuate with volume, so check before filing if your launch depends on timing.⁸ Once submitted, Articles of Organization cannot be changed, canceled, or refunded. Review carefully before you hit submit.

Get an EIN and Open a Business Bank Account

Once the Division approves your filing, apply for a Federal Employer Identification Number through the IRS website. It’s free and takes about five minutes. Multi-member LLCs need an EIN because they’re taxed as partnerships. You also need one if you plan to hire employees or have excise tax obligations.⁹

A single-member LLC with no employees can technically use the owner’s Social Security number for tax purposes.¹⁰ Most owners get an EIN anyway, because banks generally require one to open a business account and using your SSN for business creates unnecessary identity theft exposure.

Open the business account as soon as you can. Keeping business and personal money separate is the single most important thing you can do to protect your limited liability status. Commingling funds gives a court the easiest possible reason to hold you personally liable for business debts. Banks typically want your filed Articles of Organization, your EIN confirmation letter, government-issued photo ID, and sometimes an operating agreement, especially for multi-member LLCs where the bank wants to see who has authority over the account.

Write an Operating Agreement (Even Though It’s Not Required)

Florida law does not require LLCs to have a written operating agreement. When one is silent or doesn’t exist, the state’s LLC statute fills in the gaps on member rights, management duties, and how the company runs.¹¹ The problem is that statutory defaults might not match what you and any co-owners actually agreed to about profit splits, voting rights, or what happens when someone wants out.

Even a single-member LLC benefits from having one. It reinforces the separation between you and the business, which is what forming an LLC is for in the first place. Courts look at whether an LLC operates like a real entity or just an alter ego of its owner when deciding whether to pierce the veil, and a written operating agreement, combined with a separate bank account and clean books, helps establish that separation.

File the Annual Report Every Year by May 1

This is the ongoing obligation people forget. Every Florida LLC must file an annual report between January 1 and May 1 each year to keep active status with the Division of Corporations.¹² The fee is $138.75.⁷ It isn’t a tax return. It’s a short filing confirming your current address, registered agent, and member or manager information.

Miss May 1 and you’ll owe a $400 late fee on top of the regular fee, for a total of $538.75.⁷ If you still haven’t filed by the third Friday of September, your LLC is administratively dissolved at the close of business on the fourth Friday of September.¹² Administrative dissolution doesn’t erase debts or shield you from lawsuits. It just strips your active status while the obligations continue. Reinstatement is possible but costs more and takes time. The simplest solution is to file in early January.

Two Things to Know That Aren’t State Filings

Your federal tax classification is a separate decision from your state filing. A single-member LLC defaults to being a disregarded entity for IRS purposes, and a multi-member LLC defaults to partnership treatment.¹³ You can elect corporate or S-corporation treatment instead by filing IRS Form 8832 or Form 2553, but that choice affects payroll obligations, recordkeeping, and self-employment tax exposure, and it’s worth revisiting once the business is profitable rather than deciding on day one.

Beneficial Ownership Information reporting under the Corporate Transparency Act does not apply to your Florida LLC. As of March 2025, all entities formed in the United States are exempt from filing BOI reports with the Financial Crimes Enforcement Network. Only foreign entities registered to do business in a U.S. state still have to report.¹⁴

1
Online Sunshine. Florida Code 605.0112 – Name
2
Florida Department of State. Division of Corporations – Division FAQs
3
Online Sunshine. Florida Code 605.0113 – Registered Agent
4
Florida Department of State Division of Corporations. Instructions for Articles of Organization (FL LLC) – Section: Registered Agent Name and Address
5
Online Sunshine. Florida Code 605.0201 – Articles of Organization
6
Florida Department of State Division of Corporations. Instructions for Articles of Organization (FL LLC)
7
Florida Department of State. LLC Fees – Division of Corporations
8
Florida Department of State. Document Processing Dates
9
Internal Revenue Service. Employer Identification Number
10
Internal Revenue Service. Single Member Limited Liability Companies
11
FindLaw. Florida Code 605.0105 – Operating Agreement
12
Florida Department of State. Florida Department of State Division of Corporations – File Annual Report
13
Internal Revenue Service. Limited Liability Company (LLC)
14
FinCEN.gov. Beneficial Ownership Information Reporting