How Do I Create and Operate a Florida Limited Liability Company?
If you are self-employed or thinking about going into business with someone, a Limited Liability Company (LLC) may be the best way to organize your new venture. A Florida LLC essentially blends elements of a sole proprietorship or partnership, with a corporation. The LLC gives individual owners personal protection against liability for business debts. Further, LLC status prevents double taxation because the IRS “disregards” LLC status for a single-member LLC for federal income tax purposes.
What Are the Steps in Forming a Florida LLC?
The first thing you need to do is select a name for your LLC. The name does not have to be the same as your name, or the trade name of your business. However, it does have to be “distinguishable” from the name of any other existing Florida LLC. The name must also contain the words “Limited Liability Company” or its abbreviation (LLC or L.L.C.).
Once you have a name, the next step is to file Articles of Organization with the Florida Division of Corporations. The Articles are not complicated, and state the following:
- The name of the LLC;
- The mailing address and street address of the LLC’s principal business office;
- The name and Florida street address (and signature) of the LLC’s registered agent;
- The management structure (member-managed or manager-managed) of the LLC; and
- The names and addresses of the persons authorized to manage the LLC.
You may wonder why you need to provide both a principal office address and a registered agent address. The registered agent refers to a third-party that is physically located in the State of Florida. It is required for the formation of an LLC so that the registered agent can accept service of legal papers (i.e., notices, lawsuits, etc.) on behalf of the LLC. This is helpful for Florida non-residents because a person may maintain a business office outside of the State. However, if you are setting up a Florida LLC and plan to operate your business in the State, you can serve as your own registered agent.
Do I Need an Operating Agreement?
All Florida LLC’s have one or more owners called “members.” If you form an LLC with other people, it is a good idea to have an Operating Agreement. This is a contract that spells out each member’s rights and responsibilities within the LLC. For example, the Operating Agreement designates the management structure of the business; specifies who owns what percentage of the LLC; and sets forth buy-sell provisions in the event a member dies or wishes to sell his or her interest.
If you do not create an Operating Agreement, your LLC is subject to the default provisions of Florida’s Revised Limited Liability Company Act, Chapter 605 of the Florida Statutes. Since these defaults may not reflect your wishes, or that of the other members, you should have an Operating Agreement.
Get Help with Your St. Petersburg, Florida LLC
Beyond the Articles of Organization and the Operating Agreement, there are a number of additional legal issues a new Florida LLC must deal with. A qualified Business Attorney at Kira Doyle Law in St. Petersburg, Florida can assist you in all stages of forming, structuring, and maintaining your LLC. Contact Kira Doyle Law today at (727) 800-3782 to schedule a consultation.