How to Form an LLC in Florida 2026: Complete Guide

Florida is one of the most business-friendly states for LLC formation. With no state income tax, affordable filing fees, and a streamlined online filing system, forming an LLC in Florida is fast and cost-effective. This guide covers everything you need to know from choosing a name to maintaining annual compliance.

Why Form an LLC in Florida?

• No State Income Tax: Florida has no personal or corporate income tax
• Limited Liability Protection: Personal assets protected from business debts
• Pass-Through Taxation: Avoid double taxation
• Low Filing Fees: $125 to file (one of the lowest in the nation)
• Business-Friendly: Fast online filing and minimal regulations
• Privacy: Member names not required in public filings
• Flexible Management: Member-managed or manager-managed options

Step-by-Step Formation Process

Step 1: Choose Your LLC Name

Your Florida LLC name must:

• Be distinguishable from existing business names in Florida
• Include "Limited Liability Company," "LLC," or "L.L.C."
• Not contain restricted words ("bank," "insurance," "university") without proper licensing
• Not imply government affiliation

Name Availability Search: Use the Florida Division of Corporations Sunbiz website to search existing names.

Name Reservation (Optional): Reserve your name for 120 days by filing Form CR2E016 and paying $25.

Prohibited Name Elements

• Cannot be identical to existing Florida entity
• Cannot be "deceptively similar" to existing name
• Cannot include profanity or suggest illegal activity

Step 2: Designate a Registered Agent

Every Florida LLC must have a registered agent who:

• Has a physical Florida street address (no P.O. boxes)
• Is available during normal business hours (9am-5pm)
• Is either a Florida resident or a business entity authorized to do business in Florida
• Receives legal documents and official correspondence on behalf of the LLC

Options:

• Self-serve: You can be your own registered agent if you meet requirements
• Professional Service: Hire a registered agent service ($100-$300/year)

Step 3: File Articles of Organization

File with the Florida Division of Corporations using Form CR2E000.

Filing Options:

• Online: Sunbiz.org (fastest, typically approved within 2-3 business days) - $125
• By Mail: 5-7 business days - $125

Required Information:

• LLC name
• Principal office address (can be out of state)
• Mailing address
• Registered agent name and Florida street address
• Name and address of organizer (person filing)
• Management structure (member-managed or manager-managed)
• Effective date (can be future date within 90 days)

Step 4: Create an Operating Agreement

While not required to be filed with the state, an operating agreement is highly recommended for Florida LLCs.

What to Include:

• Ownership percentages and capital contributions
• Member rights and responsibilities
• Profit and loss distribution
• Management structure details
• Voting procedures and decision-making authority
• Procedures for adding/removing members
• Buy-sell provisions (what happens if member wants to sell)
• Dissolution procedures

Benefits of Operating Agreement:

• Clarifies ownership and management
• Prevents future disputes
• Strengthens liability protection (shows LLC is legitimate separate entity)
• Overrides default state rules that may not suit your business
• Required by most banks to open business account

Step 5: Obtain an EIN

Get a free Employer Identification Number (EIN) from the IRS:

• Online: IRS.gov (immediate issuance) - recommended
• By Fax: 4 business days
• By Mail: 4-6 weeks

When You Need an EIN:

• Opening a business bank account
• Hiring employees
• Filing tax returns
• Applying for business licenses or permits
• Multi-member LLCs (required)

Single-Member LLCs: Not required to obtain EIN if no employees, but recommended for separating personal and business finances.

Complete Cost Breakdown

Florida Annual Report Requirement

All Florida LLCs must file an Annual Report each year:

Key Details

• Due Date: May 1 each year
• Fee: $138.75 (includes $50 registered agent fee)
• First Report: Due by May 1 of the year following formation
• Filing Method: Online via Sunbiz.org (recommended)

What's Included in Annual Report

• Confirmation of principal office address
• Confirmation of mailing address
• Registered agent information
• Names and addresses of members/managers (updates to public record)

Late Filing Penalties

• Late fee: $400 if filed after May 1
• Administrative dissolution: LLC may be dissolved if not filed within required time
• Reinstatement: Possible but requires filing all missing reports plus fees

Ongoing Requirements

Annual Obligations

• Annual Report: Due May 1, $138.75
• Maintain Registered Agent: Keep current registered agent on file
• Update Address Changes: Notify Division of Corporations of address changes

Tax Obligations

• No state income tax in Florida
• Federal taxes: File IRS Form 1065 (multi-member) or Schedule C (single-member)
• Sales tax: Register for sales tax permit if selling goods or taxable services
• Payroll taxes: If you have employees
• Reemployment tax: Florida unemployment tax if you have employees

Business Licenses and Permits

• No statewide business license required in Florida
• Local licenses: May be required by county or city
• Professional licenses: Required for certain professions (contractors, healthcare, etc.)
• Sales tax permit: If selling goods ($5 application fee)

Professional Service LLCs (PLLC)

Florida requires certain licensed professionals to form a Professional Limited Liability Company (PLLC):

Who Must Form a PLLC

• Attorneys
• Certified Public Accountants (CPAs)
• Architects
• Healthcare professionals (doctors, dentists, etc.)
• Engineers
• Other state-licensed professionals

PLLC Requirements

• Name must include "Professional Limited Liability Company," "PLLC," or "P.L.L.C."
• All members must be licensed in the profession
• Cannot shield members from malpractice liability (only general business liability)
• May require approval from licensing board

Florida Does NOT Allow Series LLCs

Unlike some states (Texas, Delaware), Florida does NOT recognize Series LLCs as of 2026. If you need multiple business divisions with separate liability protection, you must form separate LLCs.

Operating an Out-of-State LLC in Florida

If your LLC was formed in another state but does business in Florida, you must register as a foreign LLC:

When Foreign Registration Required

• Maintaining an office in Florida
• Regularly conducting business activities in Florida
• Owning or leasing real property in Florida

Foreign LLC Registration Process

• File Application for Registration (Form CR2E023)
• Filing fee: $125
• Designate Florida registered agent
• Submit Certificate of Good Standing from home state
• Must file Florida Annual Reports ($138.75/year)

Dissolving a Florida LLC

To officially close your Florida LLC:

1. Vote to Dissolve: Members vote according to operating agreement or state law
2. Wind Up Business: Pay debts, distribute assets, cancel licenses
3. File Articles of Dissolution: Form CR2E017 with Division of Corporations
4. Fee: $125 (online filing)
5. Tax Clearance: File final tax returns with IRS and Florida DOR (if applicable)

Frequently Asked Questions

How long does it take to form an LLC in Florida?

Online filings are typically approved within 2-3 business days. Mail filings take 5-7 business days. You'll receive a confirmation email once approved, and your LLC is officially formed as of the effective date on your Articles of Organization.

Do I need a Florida address to form a Florida LLC?

No. Your principal office address and mailing address can be anywhere. However, you MUST have a Florida registered agent with a physical Florida street address.

What's the difference between member-managed and manager-managed?

Member-managed: All members (owners) participate in day-to-day management and decision-making. Most common for small LLCs.
Manager-managed: Members appoint one or more managers (who may or may not be members) to run the business. Members are passive investors. Common when some members are silent partners.

Can a single person form an LLC in Florida?

Yes. Florida allows single-member LLCs. The process is identical to multi-member LLCs. You still get liability protection and business legitimacy. For tax purposes, single-member LLCs are "disregarded entities" (taxed as sole proprietorships unless you elect corporate taxation).

Do I need a business license in Florida?

Florida has no statewide business license. However, your city or county may require a local business tax receipt (formerly called "occupational license"). Cost varies by location ($30-$100+ typically). Check with your local city hall or county tax collector.

What happens if I don't file my annual report?

Your LLC will be administratively dissolved by the state. You'll lose liability protection, cannot legally conduct business, and face difficulty reopening bank accounts or contracts. You can reinstate by filing all past-due reports and paying fees, but it's better to file on time.