Short answer: Forming a Florida LLC means filing Articles of Organization with the Florida Division of Corporations (Sunbiz) for a $125 fee — $100 for the filing plus $25 for the registered agent designation. After formation, the company must file an annual report on Sunbiz by May 1 each year for $138.75; missing the deadline triggers a $400 late fee, and continued non-filing leads to administrative dissolution. The paperwork is simple, but the choices behind it — name, management structure, tax election, and the operating agreement — are where good legal planning pays off.
Why Florida Is a Popular Home for LLCs
Florida combines no state personal income tax with a straightforward, online-first filing system. For a default (pass-through) LLC, business profits flow to the members and are not taxed at the state level. Florida’s corporate income tax — currently 5.5% — applies only if the LLC elects to be taxed as a C corporation. Add reasonable filing fees and a large market, and it is easy to see why the LLC is the default vehicle for small businesses and real estate investors in the state.
Step-by-Step: Forming Your Florida LLC
- Choose and check a name. The name must be distinguishable from existing entities and include “LLC,” “L.L.C.,” or “Limited Liability Company.” Search availability on Sunbiz before filing — a rejected filing costs time, and the fee is non-refundable.
- Designate a registered agent. Every Florida LLC needs a registered agent with a physical Florida street address (not a P.O. box) who accepts legal papers during business hours. This can be a member, a third party, or a professional service.
- File the Articles of Organization. Filed online or by mail with the Division of Corporations; the $125 total covers the $100 filing fee and the $25 registered agent designation.
- Get a free EIN from the IRS. The federal employer identification number is required for bank accounts, employees, and most tax filings — and it costs nothing when obtained directly from the IRS.
- Adopt an operating agreement. Florida law does not require one, but operating without it means the default statute governs your company. For any LLC with more than one member — or one that owns real estate — a tailored operating agreement is the single most valuable document you will sign.
- Register for taxes and licenses as needed. Depending on your activity: Florida Department of Revenue registration (sales tax, reemployment tax), county or city business tax receipts, and industry licenses.
The Deadline That Catches Everyone: The Annual Report
Every Florida LLC must file an annual report on Sunbiz between January 1 and May 1, at a fee of $138.75. This is not a financial report — it simply confirms or updates the company’s addresses, registered agent, and management. The consequences of missing it are outsized:
| Filed | Cost |
|---|---|
| By May 1 | $138.75 |
| After May 1 | $538.75 ($400 late fee added) |
| Not filed by the third Friday of September | Administrative dissolution |
The $400 late fee applies even if you never received a reminder, and reinstating a dissolved LLC costs more still — so calendar May 1 the day you form the company.
Common Mistakes We See
- Skipping the operating agreement in multi-member companies, then discovering the statute’s default rules at the worst possible moment — during a dispute.
- Using the LLC as a personal wallet. Mixing personal and business funds undermines the liability protection that motivated the LLC in the first place.
- Missing the annual report and paying $538.75 — or losing the entity entirely.
- Choosing a tax classification by default. Pass-through treatment suits most small LLCs, but S corporation or C corporation elections can make sense at certain profit levels; the decision deserves a conversation with a professional.
Frequently Asked Questions
How much does it cost to start an LLC in Florida?
The state charges $125 to file the Articles of Organization ($100 filing fee plus $25 registered agent designation). Ongoing, budget $138.75 each year for the annual report, plus any costs for a professional registered agent or licenses your business needs.
How long does formation take?
Online Sunbiz filings are typically processed in a matter of business days; mailed filings take longer. Processing times vary with the Division of Corporations’ workload, so check current estimates on Sunbiz if timing is critical.
Can a foreign (non-U.S.) person own a Florida LLC?
Yes. Florida LLCs may be owned by non-U.S. citizens and foreign companies. Ownership does not require a visa or U.S. residency, though tax obligations for foreign owners have their own rules and deserve dedicated planning.
Do I need a lawyer to form an LLC?
Not legally — but the filing is the easy part. Structuring ownership, drafting the operating agreement, protecting assets, and choosing the right tax treatment are where legal and tax advice routinely saves multiples of its cost.
This article provides general information and is not legal advice. If you are starting a business, buying property through an entity, or restructuring an existing company in Florida, contact Szabo Law Group for guidance tailored to your goals.
