How to Form an LLC in Florida

What is different about forming an LLC in Florida

Filing alone does not create a Florida LLC. Under Fla. Stat. § 605.0201 a company "is formed when the company's articles of organization become effective under s. 605.0207 and when at least one person becomes a member at the time the articles of organization become effective," and the person signing the articles must affirm the company will have a member when they take effect.

The annual report is the expensive date on the calendar. It costs $138.75 through May 1 and $538.75 after, because a $400 late fee attaches, and Sunbiz states that "There is no provision to abate or waive the $400 late fee." A report that never arrives ends in administrative dissolution on the fourth Friday in September under § 605.0714(2), with no notice of intent and no cure period.

The Division of Corporations also answers the speed question directly: "We do not offer expedited services. We do offer walk-in services and some online filings." In place of a turnaround estimate it publishes a Document Processing Dates page giving the receipt date of the filings being worked that day.

Filing the Articles of Organization

The formation document is the Articles of Organization, delivered to the Florida Department of State, Division of Corporations. Section 605.0201(2) requires three things: the company name, "which must comply with s. 605.0112"; "The street and mailing addresses of the company's principal office"; and "The name, street address in this state, and written acceptance of the company's initial registered agent." Under § 605.0201(2)(c) the agent's written acceptance is part of the articles themselves.

The total is $125, the same online or by mail. Section 605.0213(2) sets $100 for original articles and § 605.0213(7) sets $25 for the registered agent designation, and the Division's fee schedule marks both as required. A certified copy adds $30 and a certificate of status adds $5. A foreign LLC pays the same $125 for a certificate of authority, $100 under § 605.0213(3) plus the $25 registered agent designation, covered on the Florida foreign LLC page.

Online filing runs through Sunbiz. Mail and walk-in filings go to The Centre of Tallahassee, 2415 N. Monroe Street, Suite 810, Tallahassee, FL 32303, where the Division takes walk-ins Monday through Friday from 8am to 5pm except state holidays and says it "can complete most walk-in services while you wait."

The Document Processing Dates page, updated 09/21/26, showed new online entity filings being processed from 09/15/26 and mailed ones from 09/11/26, in the order received. The receipt date turns on payment: for online filings it is when the credit card payment was processed, and for checks it is the date of deposit.

Naming a Florida LLC

Section 605.0112 requires the name to contain "limited liability company" or the abbreviation "L.L.C." or "LLC," and to be distinguishable in the department's records from the names of all other entities or filings. Five things do not make a name distinguishable: entity suffixes, the articles "a," "an" and "the," an ampersand against the word "and," singular, plural or possessive forms, and punctuation or symbols. A colliding name is still usable if the other entity's consent is filed with the department at the time of registration and the two names are not identical. Records are searched at search.sunbiz.org.

Section 605.01125(1) lets a person "reserve the exclusive use" of an LLC name by delivering an application to the department, for "a nonrenewable 120-day period," at $25. The holder may transfer the reservation to another person by signed notice.

Fictitious names

Florida registers fictitious names with the Division of Corporations at the state level. Section 865.09 provides that "A person may not engage in business under a fictitious name unless the person first registers the name with the division," and an unregistered business "may not maintain any action, suit, or proceeding in any court of this state." One step comes before the filing: "The name you register must be advertised at least once in a newspaper that is located within the county where your principal place of business is located," and a registrant certifies on the filing that it ran. Registration, cancellation and renewal each cost $50, and a registration expires on December 31 of the fifth calendar year. Trade names are defined in the Florida Statutes, but the Division states there is "no provision for their registration."

Registered agent requirements

Section 605.0113(1) requires every Florida LLC, and every foreign LLC holding a certificate of authority, to "designate and continuously maintain in this state" a registered office and a registered agent. Section 605.0113(1)(b) allows an individual who resides in Florida, another domestic authorized entity, or an authorized foreign entity, each with a business address identical to the address of the registered office. The Division states that an entity cannot serve as its own registered agent, although an individual within the business may serve.

Section 605.0113(2) requires each initial and each successor agent to "file a statement in writing with the department" accepting the appointment and confirming familiarity with "the obligations of that position." Changing the agent costs $25. A resignation from an LLC that has not been dissolved costs $85 under § 605.0213(8), against $25 from one that has been dissolved.

Section 605.0714(1)(c) and (d) let the department dissolve an LLC that fails to maintain an agent, or that fails to deliver a statement of change within 30 days after the agent's name or address changes. Those grounds run through the § 605.0714(3) notice of intent, which allows 60 days to correct. Section 605.0113 separately bars the company from maintaining an action in a Florida court until it complies and pays what is due. The Florida registered agent page covers the role further.

The annual report

Section 605.0212 requires an annual report delivered between January 1 and May 1, which Sunbiz states is "due by May 1st of each year." The first one falls in the calendar year after organization, so a company organized in December reports by May 1 of the following year.

The report gives the company name, the principal office street and mailing addresses, the date of organization, "The company's federal employer identification number or, if none, whether one has been applied for," and the name, title and address of at least one person with authority to manage.

The $138.75 comes from two statutes: $50 under § 605.0213(5) plus the "annual supplemental corporate fee of $88.75" under § 607.193, remitted together. Section 607.193 also carries the penalty, imposing "a late charge of $400 ... if the supplemental corporate fee is remitted after May 1," which Sunbiz states cannot be abated or waived. Only the first report filed in a calendar year counts as that year's report; later ones are amended reports at $50. Section 605.0212 also bars an LLC without a compliant report from maintaining or defending a Florida court action until it files and pays what is owed.

Missing the deadline

Section 605.0714(1)(a) sets the last moment at 5:00 p.m. Eastern Time on the third Friday in September, and § 605.0714(2) states that administrative dissolution for failure to file an annual report "must occur on the fourth Friday in September of each year." The department then issues notice of a dissolution that has already happened. The company continues in existence but may only wind up its activities and affairs, liquidate and distribute its assets and notify claimants.

Reinstatement

Section 605.0715 lets an administratively dissolved LLC apply for reinstatement "at any time after the effective date of dissolution," with the application or a current annual report signed by the registered agent and an authorized representative. The cost is $100 plus all past due annual report fees and any other penalties then owed. Reinstatement relates back to the effective date of the dissolution and the company may resume its activities as if it had not occurred. Voluntary dissolution costs $25; see the Florida LLC dissolution page.

State taxes and registration

The Department of Revenue states that "The Florida corporate income/franchise tax is imposed on all corporations for the privilege of conducting business, deriving income, or existing within Florida," at the "5½ percent of the taxpayer's net income" set by § 220.11(2)(a). "A single member LLC disregarded for federal and Florida income tax purposes is not required to file a separate Florida corporate income tax return" unless a corporation owns it, which then reports the income on its own return. An LLC classified as a partnership "must file a Florida Partnership Information Return (Form F-1065) if one or more of its owners is a corporation."

The general state sales tax rate is 6%, with 4% on amusement machines and 6.95% on electricity. County surtax rates "currently range from .5% to 2%; however, there are some counties that do not impose surtax," and dealers collect the surtax with the state tax and remit both. Registration reaches retail sellers, short term rentals, leases of personal property, admission charges, vending machines and taxable services, plus remote sellers above $100,000 in Florida sales a year, and runs through the Florida Business Tax Application or paper Form DR-1. Registered dealers receive a Florida Annual Resale Certificate for Sales Tax, reissued each year, for tax free purchases for resale.

Reemployment tax falls on employers. "The initial tax rate for new employers is .0270 (2.7%), which is applied to the first $7,000 in wages paid to each employee during a calendar year," and workers do not pay it. Registration is due by the end of the month following the quarter in which the business becomes an employer. The Florida LLC taxes page goes further.

Local business tax

Under § 205.032 a county, and under § 205.042 a municipality, "may levy, by appropriate resolution or ordinance, a business tax for the privilege of engaging in or managing any business, profession, or occupation within its jurisdiction," after at least 14 days of published public notice.

Protected series and professional LLCs

Sections 605.2101 through 605.2802, the "Uniform Protected Series Provisions," took effect on July 1, 2026. Under § 605.2201 a protected series is established by delivering a protected series designation to the department, signed by the company and naming both it and the series, with the affirmative vote or consent of all members. Licensed professionals organize under chapter 621, where § 621.03 defines a professional limited liability company as one organized "for the sole and specific purpose of rendering professional service." Section 621.12 requires a PLLC formed on or after January 1, 2014 to use "professional limited liability company," "P.L.L.C." or "PLLC" in place of the § 605.0112 designators.

Operating agreement and EIN

Florida does not file operating agreements: § 605.0201(2) does not list one among the required contents of the articles, and the fee schedule in § 605.0213 prices none. Section 605.0102 defines the agreement as one "which may be oral, implied, in a record, or in any combination thereof," including one made by a sole member, and § 605.0105(1) gives it four subjects, from relations among the members to the means of amending it; the operating agreement guide covers what it usually addresses. An EIN comes from the IRS rather than from a Florida agency, and § 605.0212(1)(d) then puts it on the annual report; the EIN guide sets out the application steps.

Frequently asked questions

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

$125. The Division of Corporations charges $100 for the Articles of Organization under Fla. Stat. § 605.0213(2) and $25 for the registered agent designation under § 605.0213(7), and the amount is the same online or by mail. A certified copy adds $30 and a certificate of status adds $5.

Does Florida offer expedited LLC filing?

No. The Division of Corporations answers the question directly: "We do not offer expedited services. We do offer walk-in services and some online filings." Walk-in requests are taken at 2415 N. Monroe Street, Suite 810 in Tallahassee, and the Division says it can complete most walk-in services while the filer waits.

When is the Florida LLC annual report due?

The report must be delivered to the Department of State between January 1 and May 1 each year, and Sunbiz states it is due by May 1. The fee is $138.75. A report received after May 1 costs $538.75 because a $400 late fee is added.

What happens if a Florida LLC misses the annual report deadline?

Under Fla. Stat. § 605.0714(1)(a) the last moment to deliver the report is 5:00 p.m. Eastern Time on the third Friday in September, and § 605.0714(2) requires administrative dissolution to occur on the fourth Friday in September. The 60 day notice of intent in § 605.0714(3) does not apply to that ground.

When does a new Florida LLC file its first annual report?

In the calendar year following the year the company was organized, under Fla. Stat. § 605.0212. An LLC organized in December files by May 1 of the next year, and an LLC organized in January files nothing until the year after that.

Can a Florida LLC act as its own registered agent?

No. The Division of Corporations states that an entity cannot serve as its own registered agent, although an individual within the business may serve. Fla. Stat. § 605.0113(1)(b) allows an individual who resides in Florida, another domestic authorized entity, or an authorized foreign entity, in each case with a business address identical to the registered office.