Requirements to form an LLC in Florida

Starting a Florida LLC might seem simple with just one state filing, but here's the reality - keeping it compliant under Chapter 605 of the Florida Revised Limited Liability Company Act can quickly become overwhelming. 

You'll submit Articles of Organization to the Division of Corporations, pay $125, and include your LLC's name, principal street address, and a registered agent with a Florida address. Miss any required detail, and your filing gets rejected on the spot.

1. Name requirements

Your LLC name needs to satisfy Florida law while still catching customers' attention. Under Florida's Revised LLC Act, every LLC name must include "Limited Liability Company," "Limited Company," "LLC," or "L.L.C." You can shorten "Limited" to "Ltd." and "Company" to "Co.," but one of these markers must appear so people know they're dealing with an LLC.

Your chosen name must be "distinguishable on the records" of the Division of Corporations. It can't be deceptively similar to any entity already registered. Cosmetic changes won't work, for example, changing "LLC" to "L.L.C.," adding “The," tweaking punctuation, or playing with capitalization doesn't make a name unique. If "Sunrise LLC" exists, "The Sunrise, L.L.C." gets rejected. A quick check on the Sunbiz Name Inquiry portal tells you immediately if someone beat you to your name.

Some words are completely off-limits because they suggest government connections:

• Agency
• Commission
• Department
• Bureau
• Division
• Municipal
• Board

Even words not on this list can trigger rejection if they mislead the public about your business purpose.

2. Registered agent requirements

Building on those initial formation steps, Florida's Revised LLC Act requires continuous registered agent coverage throughout your company's life. You name this agent in your Articles of Organization, and the obligation never ends.

Your Florida registered agent must meet four non-negotiable requirements: 

• They must be either a Florida resident at least 18 years old or a company already authorized to do business here. 
• The address must be a real Florida street address
• Someone must be available at that address during normal business hours. 
• The agent must provide written consent with a signature on your filing.

Your LLC can't serve as its own agent, but you, a co-owner, or a trusted friend can take the job if they meet those address and availability rules. If you prefer privacy or travel frequently, hiring a commercial service works. Just make sure they're registered in Florida.

3. Articles of Organization requirements

With your name secured and a registered agent chosen, the Articles of Organization become your LLC's birth certificate. File correctly, and the state officially recognizes your company. Florida keeps the form relatively brief, but every field matters because these details become public record on Sunbiz.

Here's what you need:

• LLC name, including "Limited Liability Company," "LLC," or another approved designator
• Principal office street address (no P.O. boxes)
• Mailing address, if different from your principal location
• Registered agent's name plus a Florida street address, and the agent's signed consent
• Name and address of at least one "authorized person" who manages or controls the company
• Any optional provisions you want on public record — most owners skip this and keep details in a private operating agreement

You have three filing options. The fastest is the online wizard on Sunbiz. Complete the form, e-sign, pay, and you're usually processed within days. Paper filing means mailing a signed copy to the Division of Corporations, and you can expect to receive confirmation within about 12 business days after they receive it.

After approval, the state emails (or mails for paper filers) an acknowledgment letter confirming your effective date. If you specified a future date, your LLC activates then; otherwise, it's the date the Division of Corporations stamps it.

4. Operating Agreement requirements

Florida won't make you draft an Operating Agreement, but skipping it puts you at a disadvantage from day one. Florida lets members shape nearly every aspect of their LLC's governance, finances, and succession, but it also applies default rules when you stay silent. By writing your own agreement, you keep that control instead of deferring to state law.

A solid agreement covers capital contributions, profit allocations, voting thresholds, and buy-sell triggers, along with the seven core clauses Florida attorneys consider essential for smooth operations.

For solo owners, the document proves the company is separate from you personally. The agreement also serves as a succession plan, spelling out who takes over if you become incapacitated so the business continues.

For multi-member ventures, an Operating Agreement lets you decide whether the LLC is member-managed or manager-managed, set super-majority votes for key decisions, outline capital call procedures, and require mediation before litigation. It can even create different membership classes with varying economic rights, giving you venture-style flexibility without corporate formalities.

5. Initial and ongoing compliance requirements

Getting your Articles of Organization approved is just the start. Once Florida stamps your paperwork, a series of federal and state requirements kicks in, each with different deadlines and consequences.

• You'll need an Employer Identification Number from the IRS right away to open a bank account and maintain liability protection
• Register for Florida sales tax, use tax, and reemployment tax accounts through the Department of Revenue before you can legally collect or remit taxes
• Check any professional or local business licenses you'll need—restaurants, contractors, and home-based businesses often need county or city approvals
• Opening a business bank account requires perfect timing. You need your approved Articles of Organization, EIN confirmation, and dedicated business accounts to maintain liability protection
• Florida requires an Annual Report to be filed between January 1 and May 1 for $138.75. 
• Workers' compensation insurance becomes mandatory once you have four employees
• Your registered agent information must stay current. If your agent quits or moves, you have a small window to update the Secretary of State.

Any changes to your LLC's principal address, management structure, or ownership require prompt reporting to the state, usually through amended filings. A simple office move can trigger compliance issues if you don't update records quickly.

Consequences of non-compliance

If you skip one filing deadline or let your registered agent information expire, Florida quickly escalates consequences. This includes:

• Loss of good standing status and $400 late fees for missed annual reports
• Delinquent flag in the Division of Corporations database
• Administrative dissolution after extended non-compliance (typically by early fall)
• Personal liability exposure when the corporate veil is pierced
• Default judgments from missed legal notices
• Inability to enforce contracts or access Florida courts
• Tax penalties and interest charges from state revenue departments
• Workers' compensation fines and stop-work orders for coverage violations

Ensure Florida LLC compliance with Discern

Discern tracks your LLC’s compliance obligations across all jurisdictions and handles most filings, including Periodic Reports and foreign registrations, in minutes. Registered agent service comes built-in, so you never worry about a Florida street address or consent forms. 

Our real-time dashboards show your compliance status at a glance, while automated alerts flag deadlines months ahead, then file automatically on the due date, eliminating late fees for good. Ready to ease your compliance burden? Try Discern today.