Forming a Florida Limited Liability Company
These are the initial steps required to form a limited liability company in Florida.
Articles of OrganizationThe first step to creating a limited liability company is filing the company's Articles of Organization with the State of Florida's Division of Corporations. The Articles of Organization must contain:
1. The name of the company;
2. The address of the company's principal place of business;
3. The mailing address;
4. The name and address of the registered agent (see section 2);
5. The purpose of the company (which can be "Any Lawful Purpose"); and
6. The name and address of persons authorized to manage the company.
This can be completed online at the Division of Corporations' website www.SunBiz.org (SEE link below). The cost of filing the Articles of Organization is $125.00.
Once the Articles are filed the company officially exists and can do business, though the company can have a delayed effective date up to ninety days after the filing of the Articles.
Registered AgentThe company must choose a registered agent. The registered agent must be a person or business that is normally available at the address provided during regular business hours. The company cannot be its own registered agent, but one of the owners or managers can serve as the registered agent at the company's business address. The only role the registered agent performs for the company is receiving service of process for court documents, such as lawsuits. Otherwise the registered agent has no authority to bind the company, has no rights in the company, and has no other obligations to the company.
Operating AgreementThe operating agreement governs the relationships between the owners, the managers and the company itself. In Florida, a company is not required to have an operating agreement. If a company chooses to not have an operating agreement, the statutes provide how these relationships will work. There are a number of items that could be addressed in the operating agreement. This includes, but is not limited to 1) required meetings; 2) adding new owners; 3) first right of refusal; 4) removing owners; 5) appointing managers; 6) removing managers; 7) the sale of the company; 8) raising of additional capital; 9) how disputes are resolved; 10) tax treatment; 11) distributions of profits; and 12) indemnification. The best way to start preparing the operating agreement is deciding 1) Who is giving what?, 2) Who is getting what?, and 3) How are decisions made? Once those three questions are answered the more detailed aspects of the operating agreement will be easier to decide.
EINThe company will need an EIN to open a bank account. This is a very simple process that can be done on-line (SEE the link below). There will need to be a responsible party for the EIN. This person will need to provided his/her social security number. The responsible party can also be a business entity, but the online application is not available in these cases.