The regulations for forming and operating a Florida limited liability corporation (LLC) are outlined in the state’s LLC legislation.
We provide straightforward explanations of Florida LLC legislation in this book, including:
Requirements for forming an LLC
Duties of a Registered Agent and Appointment
Operating Contracts
Requirements for Annual Reports
Requirements for forming an LLC
The prerequisites for founding an LLC are outlined in Florida LLC legislation. The State of Florida has developed the Sunbiz online portal and a PDF Articles of Organization form that may be utilized to comply with the legislation.
Florida LLC Formation Law
The Florida Revised Limited Liability Company Act contains the following provisions for LLC formation:
605.0201 Articles of incorporation for a limited liability company.—
(1) By signing and presenting articles of organization to the department for filing, one or more people may serve as authorized representatives to incorporate a limited liability corporation.
(2) The following must be stated in the articles of incorporation:
(a) The name of the limited liability corporation, as required by s. 605.0112.
(a) The street and mailing addresses of the company’s headquarters.
(c) The company’s original registered agent’s name, street location in this state, and written approval.
(3) The articles of incorporation may include statements other than those required by paragraph (2), but they may not differ from or otherwise influence the requirements stipulated in s. 605.0105(3) in a way that is contrary to the subsection. One or more of the following statements may be included as additional statements:
(a) A statement indicating whether the limited liability company is manager-managed for the purposes of s. 605.0407, as well as other pertinent sections of this chapter.
(b) The names and addresses of one or more of the business’s managers for a manager-managed limited liability company.
(c) The names and addresses of one or more members of a member-managed limited liability corporation.
(d) A description of the authority or limitations on the authority of a particular person within the firm, or of a person holding a position or having a defined status within the company.
(e) Any other pertinent issues.
(4) A limited liability company is constituted when the articles of incorporation of the business become effective under Art. 605.0207, as well as when at least one person joins at the moment the articles of organization become effective. The person who signs the articles of organization confirms that the business has or will have at least one member as of the moment the articles of organization become effective.
What This Means: Key Points*
The Act specifies the conditions for establishing (or creating) an LLC. To satisfy these criteria, the State of Florida provides online and mail-in LLC filing options.
The following information is required for the creation of a Florida LLC:
The name of LLC (Name must meet Florida LLC naming requirements)
The street and postal addresses of the LLC’s primary office
Name of the registered agent, Florida address, and acceptance signature
Optional Information for Forming a Florida LLC:
LLC organizers may include their own terms as long as they do not clash with the LLC legislation.
LLC organizers may make remarks concerning management structure, but they are not required to do so. If no declarations concerning management structure are provided, the state will presume that the company has at least one member.
The filings of LLCs are public record. Listing the names and addresses of members and/or managers will reveal private information.
Duties of a Registered Agent and Appointment
The responsibilities and appointment of the LLC registered agent are defined under Florida LLC legislation.
Statute of the Registered Agent for a Limited Liability Company in Florida
The following registered agent extracts are from the Florida Revised Limited Liability Company Act:
Registered agent: 605.0113
(1) Any limited liability company or foreign limited liability business that possesses a certificate of authorization issued under s. 605.0902 should identify and keep in effect the following:
(a) A registered office in this state, which may be the same as its place of business; and
(c) A registered agent, who must be one of the following:
1.
An person who lives in this state and whose business address is the same as the registered office address;
2.
Another domestic company that is permitted and whose business address is the same as the registered office address; or
3.
A foreign company that is permitted to do business in this state and whose business address is the same as the registered office address.
(2) Each original registered agent, as well as each successor registered agent, must make a written declaration with the department, in the form and manner authorized by the department, acknowledging the appointment as registered agent while also being designated as the registered agent. The statement of acceptance must say that the registered agent is aware of and accepts the responsibilities of the role.
(3) A registered agent’s responsibilities are as follows:
(a) To forward to the limited liability company or registered foreign limited liability company a process, notice, or demand pertaining to the company or foreign limited liability company that is served on or received by the agent, at the address most recently supplied to the agent by the company or foreign limited liability company.
(b) If the registered agent resigns, to provide the requisite notice under s. 605.0115(2) to the business or foreign limited liability company at the most recent address furnished by the company or foreign limited liability company to the agent.
(4) The department must keep an accurate record of the registered agent and registered office for service of process, and upon request and payment of the requisite fee, shall quickly deliver the information revealed therein.
(5) A limited liability company and any foreign limited liability company with a certificate of power issued under s. 605.0902 may not prosecute or maintain an action in a court in this state until the limited liability company complies with this section, pays to the department any amounts required under this chapter, and pays to the department a penalty of $5 for each day it has failed to comply or $500, whichever is less, and pays any other amounts required under this chapter.
(6) “Authorized entity” means the following for the purposes of this section:
(a) A for-profit company.
(b) A limited liability corporation.
(c) A limited liability company.
A limited partnership, including a limited liability limited partnership, falls under this category.
What This Means: Key Points*
The role of a registered agent is to accept service of process (legal summons to a lawsuit).
A registered agent in Florida must:
Keep a registered office in Florida (i.e., no P.O. boxes)
Be a person, a Florida company or LLC, or a foreign corporation or LLC with the same business address as the registered office.
The State of Florida keeps registered agent information on file. You must complete a change of registered agent form if you change your registered agent or if your registered agent resigns.
Operating Contracts
The laws of Florida govern the formation and maintenance of an LLC operating agreement.
The following operating agreement excerpts are from the Florida Revised Limited Liability Company Act:
Definitions (605.0102).
(45) “Operating agreement” includes any arrangement, whether referred to as an operating agreement or not, that is oral, implicit, in writing, or a combination of the above.
members of a limited liability company, including a lone member, with relation to the things set forth in s. 605.0105(1). The operating agreement, as changed or restated, is included in the definition.
605.0105 Scope, purpose, and restrictions of the operating agreement.—
(1) Except as otherwise stated in subsections (3) and (4), the following are governed by the operating agreement:
(a) Relationships among members and between members and the limited liability corporation.
(b) A person in the role of manager’s rights and obligations under this chapter.
(c) The company’s operations and affairs, as well as the conduct of such activities and affairs.
(d) The procedure and terms for modifying the operating agreement.
(2) This chapter controls any item stated in paragraph (1) that is not otherwise provided for in the operating agreement.
(3) An operating agreement may not include any of the following clauses:
(a) Change the capacity of a limited liability corporation under s. 605.0109 has the right to sue and be sued in its own name.
(b) Modify the relevant legislation under s. 605.0104.
(c) Modify any requirement, practice, or other provision of this chapter that relates to:
1.
or registered agents
2.
The department, includes provisions related to documents allowed or required to be given to the department for filing in accordance with this chapter.
(d) Modify the terms of Section 605.0204.
(e) Remove the obligation of loyalty or the duty of care imposed by s. 605.04091, unless otherwise specified in subsection (4).
(f) Remove the responsibility of good faith and fair dealing imposed by s. 605.04091, however provided the requirements are not plainly inappropriate, the operating agreement may establish the standards by which the execution of the duty is to be judged.
(g) Release or exonerate someone from responsibility for bad faith, deliberate or intentional wrongdoing, or a knowing breach of the law.
(h) Restrict the obligations and rights set out in s. 605.0410, however the operating agreement may place reasonable limitations on the access and use of information received under that section, as well as identify suitable remedies, including liquidated damages, in the event of a violation of a reasonable restriction on use.
I Modify the dissolution reasons listed in s. 605.0702. For the purposes of this paragraph, a stalemate resolution mechanism does not change the grounds for dissolution.
(j) Modify the obligation in s. to wind up the company’s business, operations, and affairs. 605.0709(1), (2)(a), and (5). (5).
(k) Unreasonably limit a member’s entitlement to bring an action under ss. 605.0801-605.0806.
l) Modify the provisions of s. However, the operating agreement may provide that the corporation may not form a special litigation committee under 605.0804. The operational agreement, on the other hand, may not prohibit a court from creating a special litigation committee.
(m) Modify a member’s ability to approve a merger, interest exchange, or conversion under s. 605.1023(1)(b), s. 605.1033(1)(b), or s. 605.1043(1)(b), and so forth.
(n) Modify the necessary merger plan contents under s. 605.1022, an interest exchange scheme under s. 605.1032, a conversion plan under s. 605.1042, or a domestication plan under s. 605.1052.
(o) Unless otherwise specified in ss. 605.0106 and 605.0107(2) limit a person’s rights under this chapter who is not a member or manager.
(p) Provide for indemnity for a member or management in accordance with s. For any of the following, dial 605.0408:
1.
In bad faith, purposeful or intentional misbehavior, or a knowing breach of the law.
2.
A deal in which the member or management benefited improperly personally.
3.
A situation in which the liability provisions of s. 605.0406 is the appropriate code.
4.
A violation of one’s responsibilities or obligations under s. 605.04091, taking into consideration, to the extent permitted by subsection, a limitation, extension, or removal of such responsibilities and obligations provided for in the operating agreement (4).
(4) Subject to paragraph (3)(g), and without restricting any other requirements of an operating agreement, the following regulations apply:
(a) The operating agreement may include:
1.
Specify the procedure for authorizing or ratifying a particular conduct or transaction that would otherwise breach the duty of allegiance by one or more disinterested and independent individuals following full disclosure of all pertinent information; or
2.
Change the restriction in s. 605.0405(1)(b), requiring just that the company’s total assets not be less than the sum of its entire liabilities.
(b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may also eliminate or limit a duty or obligation that would have pertained to the responsibility.
(a) If the operating agreement is not obviously unreasonable, it may:
1.
Change or remove components of the obligation of loyalty under s. 605.04091(2);
2.
Determine whether particular sorts or categories of acts do not breach the obligation of allegiance;
3.
Change the obligation of care, but not deliberate or intentional misbehavior or a knowing breach of the law; and
4.
Change or remove any other fiduciary obligation.
(5) As a matter of law, the court must consider whether a condition of an operating agreement is plainly unreasonable under paragraph (3)(f) or paragraph (4). (c). The courtroom:
(a) Will determine its decision as of the moment the challenged phrase became part of the operating agreement, taking into account solely the facts that existed at the time; and
(b) May invalidate the term only if, in light of the limited liability company’s aims, operations, and affairs, it is abundantly obvious that:
1.
The term’s goal is illogical; or
2.
The word is an absurd manner of achieving the provision’s goal.
(6) An operating agreement may include particular fines or consequences, such as those stated in s. 605.0403(5), if a member or transferee fails to comply with the operating agreement’s terms and conditions or if other circumstances stated in the operating agreement occur.
605.0106 Operating agreement; impact on limited liability company and member; formation agreement; other aspects relating operating agreement.—
(1) Regardless of whether the business has indicated acceptance to the operating agreement, a limited liability corporation is obligated by it and may enforce it.
(2) Regardless of whether the member signs the operating agreement, a person who becomes a member of a limited liability company is presumed to accede to, is bound by, and may enforce the operating agreement.
(3) Two or more individuals who plan to become the original members of a limited liability company may enter into an agreement stating that the agreement will become the operational agreement upon the creation of the business. One individual who wishes to be the first member of a limited liability company may agree to provisions that will become the operational agreement once the business is formed.
(4) Whether or whether a management of a limited liability company or a transferee has consented to the operating agreement, the manager or transferee is bound by it.
(5) An operating agreement of a limited liability corporation with just one member is not unenforceable merely because the operating agreement is signed by only one person.
(6) Except as otherwise specified in s. An operational agreement is not subject to a statute of frauds under 605.0403(1).
(7) To the extent allowed in the operating agreement, an operating agreement may provide rights to a person, including a person who is not a party to the operating agreement.
(8) A documented operating agreement or equivalent documentation:
(a) A person may be accepted as a member of a limited liability company, become a transferee of a limited liability company interest, or have other rights or powers of a member to the extent that they are assigned:
1.
If the person or a representative authorized by that person signs the operating agreement or another document indicating the person’s desire to become a member or transferee, either verbally, in writing, or by other action such as payment for a limited liability company stake; or
2.
If the person or a representative authorized by the person verbally, in writing, or by other action such as payment for a limited liability company interest meets with the prerequisites for becoming a member or transferee as specified in the operating agreement or another document; and
(b) Is not unenforceable because it was not signed by a person accepted as a member or becoming a transferee as specified in paragraph (a), or because it was signed by a representative as specified in this chapter.
605.0107 Operating agreement; impact on third parties and connection to documents in force on behalf of a limited liability company.—
(1) An operational agreement may need the consent of a person who is not a party to the agreement or the fulfillment of a condition before it may be amended. An amendment is ineffective if it is not adopted with the appropriate permission or meets the stipulated requirement.
(2) The operating agreement governs a limited liability company’s and its members’ responsibilities to a person in the person’s role as a transferee or a person detached as a member. An adjustment to the operational agreement made when a member is transferred or dissociated:
(a) Is effective with respect to a debt, obligation, or other duty owed by the limited liability company or its members to the person as a transferee or person dissociated as a member; and
(b) Is ineffective if the change creates a new debt, obligation, or other responsibility for the transferee or person dissociated as a member.
(3) If a record supplied to the department for filing under this chapter becomes effective and includes a provision that would be unenforceable under s. 605.0105(3) or (4)(c) is ineffective in the record if it is included in the operating agreement.
(4) Except as provided in paragraph (3), if a record supplied to the department for filing that has become effective under this chapter but disagrees with a term of the operating agreement:
(a) In the case of members, dissociated members, transferees, and managers, the operational agreement takes precedence; and
(b) The record prevails over other individuals to the degree that those other persons properly depend on it.
What This Means: Key Points*
An LLC operating agreement enables LLC members to establish ground rules for how their particular LLC will run. These regulations are often referred to as “terms” or “provisions.”
Operating agreements are governed by state law. If the legislation states that LLC members cannot dissolve an LLC unless all members agree, LLC members cannot amend or override the statute by an operating agreement.
It is simpler to negotiate difficulties regarding the running of the LLC when an operating agreement is in place. In the event of a litigation or disagreement, LLC members (or the courts) will have something to refer to.
If an LLC member cannot settle a disagreement and there is no operating agreement, the courts will apply LLC legislation to determine the matter.
Making an Operating Contract
Some LLCs, such as professional or real estate LLCs, may need special terms, but others may merely require basic provisions:
Responsibilities of each member
How will new members be admitted?
How may current members transfer or cancel their membership?
How will earnings and dividends be distributed?
The procedure for making changes to the operating agreement
Requirements for Annual Reports
The criteria for yearly LLC reporting are outlined in Florida LLC legislation. To facilitate reporting, the State of Florida established the Sunbiz annual report online platform.
Statute for Florida LLC Annual Report
The following operating agreement excerpts are from the Florida Revised Limited Liability Company Act:
605.0212 Annual department report.—
(1) A limited liability company or a registered foreign limited liability business must file an annual report with the department that includes the following information:
(a) The name of the limited liability company or, if it is a foreign limited liability company, the name under which it is registered to do business in this state.
(b) The street address and postal address of its major office.
(c) The date of its establishment and, if it is a foreign limited liability company, the jurisdiction in which it was formed and the date on which it became qualified to do business in this state.
(d) The federal employer identification number of the firm, or, if none, if one has been sought for.
(e) The name, title, or capacity, as well as the address, of at least one person with power to run the firm.
(f) Any other information required or suitable for the department to carry out this chapter.
(2) The information in the annual report must be up to date as of the day it is provided to the department for filing.
(3) The first annual report must be submitted to the department between January 1 and May 1 of the calendar year following the calendar year in which the limited liability company’s articles of incorporation became effective or the foreign limited liability company obtained a certificate of authority to transact business in this state. Following that, yearly reports must be sent to the department between January 1 and May 1 of each calendar year. If the department receives one or more forms of annual report for a calendar year, it must file each one and make the information contained in them part of the official record. The first form of annual report submitted in a calendar year is regarded the annual report for that calendar year, and any subsequent reports filed in the same calendar year are considered revised reports for that calendar year.
(4) If an annual report fails to include the information required by this section, the department must notify the reporting limited liability company or registered foreign limited liability company as soon as possible. The report is promptly supplied if it is amended to include the information required in paragraph (1) and given to the department within 30 days after the effective date of the notification.
(5) If the name or address of a registered agent in an annual report changes from the information reflected in the department’s records immediately before the annual report becomes effective, the varying information in the annual report is considered a declaration of change under s. 605.0114.
(6) A limited liability company or foreign limited liability company that fails to file an annual report in accordance with the requirements of this section may not maintain or defend any action in a court of this state until the report is filed and all fees and penalties due under this chapter are paid, and its certificate of authority to transact business may be dissolved or cancelled as provided in this chapter.
(7) The department must specify the forms, which may be in electronic format, on which the annual report required by this section may be made, and may replace the uniform business report required by s. 606.06 as a way to meet the requirements of this chapter.
(8) As a requirement for a merger under art. 605.1021, each party to a merger that exists under the laws of this state, as well as each party to a merger that exists under the laws of another jurisdiction and has a certificate of authority to transact business or conduct its affairs in this state, must be active and current in filing its annual reports in the department’s records through December 31 of the calendar year in which the articles of merger are submitted for filing.
(9) As a requirement for converting an entity to a limited liability corporation under s. 605.1041, the entity must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of conversion are submitted to the department for filing if it exists under the laws of this state or if it exists under the laws of another jurisdiction and has a certificate of authority to transact business or conduct its affairs in this state.
(10) As a condition of converting a limited liability company to another kind of business in accordance with s. 605.1041, a limited liability corporation changing to another kind of business must be active and current in submitting its annual reports in the department’s records until December 31 of the calendar year in which the articles of conversion are filed for filing.
(11) As a prerequisite of a limited liability company and another entity exchanging interests under s. 605.1031, the limited liability company and each other entity that is a party to the interest exchange that exists under the laws of this state, as well as each party to the interest exchange that exists under the laws of another jurisdiction and has a certificate of authority to transact business or conduct its affairs in this state, must be active and current in filing its annual reports in the department’s records through December 31 of the calendar year in which the entity is active and current in filing its annual reports in the records of the department.
What This Means: Key Points*
Your Florida annual report may be filed online.
Your Florida LLC annual report must include (and be current as of the date of filing) the following information:
The company’s name
The major office’s street address and postal address
The date of formation (domestic LLCs) or qualification (foreign LLCs)
EIN or FEIN?
At least one member’s or manager’s name, title, and address
Any further information that the state may need
If you change your registered agent in your annual report, the annual report will be deemed notice of change of registered agent.
Annual Report Submission Deadlines:
Each year, annual reports are required between January 1 and May 1. The first annual report is required the calendar year after the LLC’s formation.
If you own a business and file the Articles of Conversion with the State of Florida, you must file your annual report by December 31 of that calendar year.
The annual report for Florida firms (or businesses with a certificate of authorization to do business in Florida) that complete an interest exchange is due on December 31 of the calendar year in which the articles of interest exchange are presented to the Secretary of State.
If you submit more than one annual report in a calendar year, the extra reports will be treated as updated reports.
Filing the Florida Annual Report Late:
You will be notified if any information on the yearly report is missing. To answer on time, you have 30 days from the date of the notification.
If you fail to submit your annual report on time, you may risk dissolution, and the LLC will be unable to defend itself in court if any action is launched against it.