September 23, 2014

dbaFlorida

Limited Liability Companies (LLCs)

| 3/22/2013

GENERAL INFORMATION

Any entity that transacts business in Florida as a limited liability company is required by Florida Statutes to file Articles of Organization or an application for authorization with the Division and pay the filing fee. These documents must be typewritten or printed legibly in the English language. The professional advice of your legal counsel to ascertain exact compliance with all statutory requirements is strongly recommended.

Open for business!All limited liability companies must file an annual report with the Division each year between January 1 and May 1 and pay the filing fee. Limited liability companies filing the annual report after May 1 will be subject to a late fee, which cannot be waived. Failure to file the annual report by the third Friday of September will result in the administrative dissolution of the limited liability company or revocation of authorization to transact business as a limited liability company in Florida.

Basic Information Required to File Florida Limited Liability Company Documents:

Articles of Organization containing the following information:

  • The name of the limited liability company, which must be distinguishable on the records of the Department of State and end with the words “limited liability company” or the abbreviation “L.L.C.” or the designation “LLC”. (The word “limited” may be abbreviated as “Ltd.” and the word “company” may be abbreviated as “Co.”)
  • The mailing address and the street address of the principal office of the limited liability company
  • The name and Florida street address of the limited liability company’s registered agent. The registered agent must sign and state that he/she is familiar with and accepts the obligations of the position.
  • The Articles of Organization must be executed by one member or an authorized representative of a member. The execution of the document constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

(Optional) If an effective date is listed on the Articles of Organization, the date must be specific and cannot be more than five business days prior to nor 90 days after the date of filing.

Basic Information Required to File Foreign Limited Liability Company Documents:

A foreign limited liability company must submit a certificate of existence that is no more than 90 days old, duly authenticated by the official having custody of records in the jurisdiction under the law of which it is organized. If the certificate is in a language other than English, a translation of the certificate under oath of the translator must accompany the certificate.

The form prescribed by the Department of State titled “Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida” must be used. The completed form must accompany the other required documents.

The following information is required on the form:

  • The name of the foreign limited liability company to be filed. The name of the foreign limited liability company must be distinguishable on the records of the Department of State and end with the words “limited liability company,” the abbreviation “L.L.C.” or the designation “LLC”. (The word “limited” may be abbreviated as “Ltd.” and the word “company” may be abbreviated as “Co.”) If the name is not distinguishable on the records of the Florida Department of State, the limited liability company must adopt an alternate name for use in the state of Florida and submit a signed copy of the consent or resolution of its managers or managing members adopting the alternate name.
  • The jurisdiction under the law of which the foreign limited liability company is organized
  • The Federal Employer Identification (FEI) number, if applicable
  • The date of organization
  • Duration: The year the limited liability company will cease to exist or
    “perpetual”
  • Date first transacted business in Florida, if prior to registration
  • Street address of principal office
  • If the limited liability company is to be managed by one or more managers, a statement that the limited liability company is a manager-managed company.
  • The names and usual business addresses of the managing members or managers
  • The nature of business or purpose to be conducted or promoted in Florida
  • Attach a separate Certificate of Designation of Registered Agent/ Registered Office containing:
    a] The name of the limited liability company
    b] The name and the Florida street address of the registered agent and registered office. Do not enter a post office box address on the Certificate. The registered agent must sign a statement on the Certificate accepting the appointment as registered agent.
  • The application must be executed by one member or an authorized representative of a member.

Note: For detailed statutory requirements of any limited liability company, see the applicable sections of Chapter 608, Florida Statutes.
For detailed statutory requirements of a professional limited liability company, see Chapter 621, Florida Statutes.
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MORE INFORMATION
Florida Department of State
Division of Corporations
P.O. Box 6327, Tallahassee, FL 32314
(850) 245-6051 | www.sunbiz.org

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