A florida llc, or, limited liability corporation, is simply a business entity in which none of the members, known as partners, are personally responsible for the entire entity of debts and obligations. Rather, each partner s personal liability is confined to his or her investment within the limited liability business. There are some common myths associated with florida llcs that we will address here. First, an LLC does not have to be registered. Florida requires that an LLC form is filed with the state.

 

Second, there is no requirement that a member have to be an attorney in order to register a Florida LLC. Third, the same paperwork can be filed in accordance with state and county laws for non incorporation purposes as well. Fourth, it is possible to incorporate without meeting state and county requirements, but this should be done with extreme care and caution. Fifth, it is not necessary to file the articles of organization when forming a limited liability company in Florida.

 

The first misconception that we will address is the notion that one need not actually own the LLC in order to be a qualified member. Simply put, an LLC does not restrict one from being its members. Just as with corporations, an LLC may be operated by a single shareholder or by multiple shareholders. Additionally, just as there are different types of corporations, there are also different types of Limited Liability Companies (LLCs).

Forming a Limited Liability Company in Florida

 

Florida requires that any individual filing for formation of a Limited Liability Company must file an Articles of Organization. An Articles of Organization serves as a method for formally establishing the details of a Limited Liability Company, including its original name, its purpose, and its notice period. The Articles of Organization form the basis for all of a Limited Liability Company's future dealings, including the qualifications of its managers and the authority it has to make decisions. All of this is required before a company can proceed with any business transactions.

 

It is not necessary to use the name of one's own business in an LLC. One can choose any name that describes effectively what the Limited Liability Company is and the type of business it will operate. For example, instead of forming a Limited Liability Company that includes a personal asset, such as a home, as its name, one can also choose to form a Limited Liability Company that consists of a business property. It is necessary, however, to select a business name in writing. If one chooses to incorporate a Limited Liability Company, he or she must follow all of the other state and county requirements for forming a business.

 

In addition to being sure one has a Limited Liability Company, it is essential to register the LLC. Florida requires that all LLCs register with the state as a legal entity separate from the owners' personal property. In order to do so, the LLC must be managed by a qualified registered agent. Once registered, the Florida Secretary of State must confirm the LLC's registration.

 

In addition to being sure one forms an LLC on the correct date, there are other considerations for forming a Limited Liability Company in Florida. The most important issue is making sure an LLC has the right to transact business in a state that it is doing business in. One can avoid paying sales tax by incorporating in a state that does not tax LLCs (all or some) income or liability. To protect its investors, a company will need to register a Trademark, which is available in many states, including Florida. The TM symbol is often used to identify certain products and services.

 

Operating agreements for Limited Liability Companies are not as important as they once were. However, the state of Florida does require that the company maintain formal operating agreements in order to prevent lawsuits against the LLC. Because LLCs operate both profit and loss situations, most operating agreements will include a provision requiring the LLC to notify its shareholders of any significant deviations from the operating agreement. Florida operating agreements may also include a requirement that the LLC provide notice of changes in corporate ownership.

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