Understanding Florida LLC Laws

The rules for starting and running a Florida limited liability company (LLC) are laid out by Florida's LLC laws.

In this guide, we offer simple explanations to Florida LLC laws about:

LLC Formation Requirements
Registered Agent Duties and Appointment
Operating Agreements
Annual Report Requirements

To learn more about starting an LLC, visit our form an LLC guide.

LLC Formation Requirements

Florida LLC laws set out the requirements for forming an LLC. The State of Florida has created the Sunbiz online portal and PDF Articles of Organization form that can be used to meet the requirements set out in the statutes.

Florida LLC Formation Statute

The following items regarding LLC formation are from the Florida Revised Limited Liability Company Act:

605.0201 Formation of limited liability company; articles of organization.—

(1) One or more persons may act as authorized representatives to form a limited liability company by signing and delivering articles of organization to the department for filing.

(2) The articles of organization must state the following:

(a) The name of the limited liability company, which must comply with s. 605.0112.

(b) The street and mailing addresses of the company’s principal office.

(3) The articles of organization may contain statements on matters other than those required under subsection (2), but may not vary from or otherwise affect the provisions specified in s. 605.0105(3) in a manner inconsistent with that subsection. Additional statements may include one or more of the following:

(a) A declaration as to whether the limited liability company is manager-managed for purposes of s. 605.0407 and other relevant provisions of this chapter.

(b) For a manager-managed limited liability company, the names and addresses of one or more of the managers of the company.

(c) For a member-managed limited liability company, the names and addresses of one or more of the members of the company.

(d) A description of the authority or limitation on the authority of a specific person in the company or a person holding a position or having a specified status in the company.

(e) Any other relevant matters.

(4) A limited liability company is formed when the company’s articles of organization become effective under s. 605.0207 and when at least one person becomes a member at the time the articles of organization become effective. By signing the articles of organization, the person who signs the articles of organization affirms that the company has or will have at least one member as of the time the articles of organization become effective.

Start forming your LLC by reading our formation services review.

What This Means: Key Takeaways*

The statute provides the requirements for setting up (or forming) an LLC. The State of Florida offers online and mail-in LLC filing to meet these requirements.

Required Information for Florida LLC Formation:

LLC’s name (Name must meet Florida LLC naming requirements)
LLC principal office’s street and mailing address
Registered agent’s name, Florida address, and signature of acceptance

Optional Information for Florida LLC Formation:

LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
LLC organizers can make statements about management structure, but they don’t have to. If no statements are made about management structure, the state will assume that the business has at least one member.

LLC filings are public record. Listing members’ and/or managers’ names and addresses will expose private information.

Recommended: For help with completing the LLC formation forms, visit our Florida LLC Articles of Organization guide.

Registered Agent Duties and Appointment

Florida LLC laws define the duties and appointment of the LLC registered agent.

Florida LLC Registered Agent Statute

The following excerpts regarding registered agents are from the Florida Revised Limited Liability Company Act:

605.0113 Registered agent.—

(1) Each limited liability company and each foreign limited liability company that has a certificate of authority under s. 605.0902 shall designate and continuously maintain in this state:

(a) A registered office, which may be the same as its place of business in this state; and

(b) A registered agent, who must be:

1. An individual who resides in this state and whose business address is identical to the address of the registered office;

2. Another domestic entity that is an authorized entity and whose business address is identical to the address of the registered office; or

3. A foreign entity authorized to transact business in this state that is an authorized entity and whose business address is identical to the address of the registered office.

(2) Each initial registered agent, and each successor registered agent that is appointed, shall file a statement in writing with the department, in the form and manner prescribed by the department, accepting the appointment as registered agent while simultaneously being designated as the registered agent. The statement of acceptance must provide that the registered agent is familiar with and accepts the obligations of that position.

(3) The duties of a registered agent are as follows:

(a) To forward to the limited liability company or registered foreign limited liability company, at the address most recently supplied to the agent by the company or foreign limited liability company, a process, notice, or demand pertaining to the company or foreign limited liability company which is served on or received by the agent.

(b) If the registered agent resigns, to provide the notice required under s. 605.0115(2) to the company or foreign limited liability company at the address most recently supplied to the agent by the company or foreign limited liability company.

(4) The department shall maintain an accurate record of the registered agent and registered office for service of process and shall promptly furnish information disclosed thereby upon request and payment of the required fee.

(5) A limited liability company and each foreign limited liability company that has a certificate of authority under s. 605.0902 may not prosecute or maintain an action in a court in this state until the limited liability company complies with this section, pays to the department any amounts required under this chapter, and, to the extent ordered by a court of competent jurisdiction, pays to the department a penalty of $5 for each day it has failed to comply or $500, whichever is less, and pays any other amounts required under this chapter.

(6) For the purposes of this section, “authorized entity” means:

(a) A corporation for profit.

(b) A limited liability company.

(d) A limited partnership, including a limited liability limited partnership.

What This Means: Key Takeaways*

A registered agent’s job is to accept service of process (legal summons to a lawsuit).

A Florida registered agent must:

Maintain a registered office in Florida (i.e., no P.O. boxes)
Be an individual, a Florida corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address

Registered agent information is kept on file by the State of Florida. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.

Best Registered Agents

Learn how to choose the best registered agent for your LLC.

Best Services

Operating Agreements

Florida LLC laws provide guidelines for creating and maintaining an LLC operating agreement.

The following excerpts regarding operating agreements are from the Florida Revised Limited Liability Company Act:

605.0102 Definitions.

(45) “Operating agreement” means an agreement, whether referred to as an operating agreement or not, which may be oral, implied, in a record, or in any combination thereof, of the

members of a limited liability company, including a sole member, concerning the matters described in s. 605.0105(1). The term includes the operating agreement as amended or restated.

605.0105 Operating agreement; scope, function, and limitations.—

(1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following:

(a) Relations among the members as members and between the members and the limited liability company.

(b) The rights and duties under this chapter of a person in the capacity of manager.

(d) The means and conditions for amending the operating agreement.

(2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.

(3) An operating agreement may not do any of the following:

(a) Vary a limited liability company’s capacity under s. 605.0109 to sue and be sued in its own name.

(b) Vary the law applicable under s. 605.0104.

1. Registered agents; or

2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter.

(d) Vary the provisions of s. 605.0204.

(e) Eliminate the duty of loyalty or the duty of care under s. 605.04091, except as otherwise provided in subsection (4).

(f) Eliminate the obligation of good faith and fair dealing under s. 605.04091, but the operating agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable.

(g) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law.

(h) Unreasonably restrict the duties and rights stated in s. 605.0410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of a reasonable restriction on use.

(i) Vary the grounds for dissolution specified in s. 605.0702. A deadlock resolution mechanism does not vary the grounds for dissolution for the purposes of this paragraph.

(j) Vary the requirement to wind up the company’s business, activities, and affairs as specified in s. 605.0709(1), (2)(a), and (5).

(k) Unreasonably restrict the right of a member to maintain an action under ss. 605.0801-605.0806.

(l) Vary the provisions of s. 605.0804, but the operating agreement may provide that the company may not appoint a special litigation committee. However, the operating agreement may not prevent a court from appointing a special litigation committee.

(m) Vary the right of a member to approve a merger, interest exchange, or conversion under s. 605.1023(1)(b), s. 605.1033(1)(b), or s. 605.1043(1)(b), respectively.

(n) Vary the required contents of plan of merger under s. 605.1022, a plan of interest exchange under s. 605.1032, a plan of conversion under s. 605.1042, or a plan of domestication under s. 605.1052.

(o) Except as otherwise provided in ss. 605.0106 and 605.0107(2), restrict the rights under this chapter of a person other than a member or manager.

(p) Provide for indemnification for a member or manager under s. 605.0408 for any of the following:

1. Conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law.

2. A transaction from which the member or manager derived an improper personal benefit.

3. A circumstance under which the liability provisions of s. 605.0406 are applicable.

4. A breach of duties or obligations under s. 605.04091, taking into account a restriction, an expansion, or an elimination of such duties and obligations provided for in the operating agreement to the extent allowed by subsection (4).

(4) Subject to paragraph (3)(g), without limiting other terms that may be included in an operating agreement, the following rules apply:

(a) The operating agreement may:

1. Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts; or

2. Alter the prohibition stated in s. 605.0405(1)(b) so that the prohibition requires solely that the company’s total assets not be less than the sum of its total liabilities.

(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit a duty or obligation that would have pertained to the responsibility.

1. Alter or eliminate the aspects of the duty of loyalty under s. 605.04091(2);

2. Identify specific types or categories of activities that do not violate the duty of loyalty;

3. Alter the duty of care, but may not authorize willful or intentional misconduct or a knowing violation of law; and

4. Alter or eliminate any other fiduciary duty.

(5) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under paragraph (3)(f) or paragraph (4)(c). The court:

(a) Shall make its determination as of the time the challenged term became part of the operating agreement and shall consider only circumstances existing at that time; and

(b) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that:

1. The objective of the term is unreasonable; or

2. The term is an unreasonable means to achieve the provision’s objective.

(6) An operating agreement may provide for specific penalties or specified consequences, including those described in s. 605.0403(5), if a member or transferee fails to comply with the terms and conditions of the operating agreement or if other events specified in the operating agreement occur.

605.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement.—

(1) A limited liability company is bound by and may enforce the operating agreement, regardless of whether the company has itself manifested assent to the operating agreement.

(2) A person who becomes a member of a limited liability company is deemed to assent to, is bound by, and may enforce the operating agreement, regardless of whether the member executes the operating agreement.

(3) Two or more persons who intend to become the initial members of a limited liability company may make an agreement providing that, upon the formation of the company, the agreement will become the operating agreement. One person who intends to become the initial member of a limited liability company may assent to terms that will become the operating agreement upon formation of the company.

(4) A manager of a limited liability company or a transferee is bound by the operating agreement, regardless of whether the manager or transferee has agreed to the operating agreement.

(5) An operating agreement of a limited liability company that has only one member is not unenforceable simply because there is only one person who is a party to the operating agreement.

(6) Except as provided in s. 605.0403(1), an operating agreement is not subject to a statute of frauds.

(7) An operating agreement may provide rights to a person, including a person who is not a party to the operating agreement, to the extent provided in the operating agreement.

(8) A written operating agreement or other record:

(a) May provide that a person be admitted as a member of a limited liability company, become a transferee of a limited liability company interest, or have other rights or powers of a member to the extent assigned:

1. If the person or a representative authorized by that person orally, in writing, or by other action such as payment for a limited liability company interest, executes the operating agreement or another record evidencing the intent of the person to become a member or transferee; or

2. Without the execution of the operating agreement, if the person or a representative authorized by the person orally, in writing, or by other action such as payment for a limited liability company interest complies with the conditions for becoming a member or transferee as provided in the operating agreement or another record; and

(b) Is not unenforceable by reason of its not being signed by a person being admitted as a member or becoming a transferee as provided in paragraph (a), or by reason of its being signed by a representative as provided in this chapter.

605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.—

(1) An operating agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or upon the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(2) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:

(a) Is effective with regard to a debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member; and

(b) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.

(3) If a record delivered to the department for filing becomes effective under this chapter and contains a provision that would be ineffective under s. 605.0105(3) or (4)(c) if contained in the operating agreement, the provision is ineffective in the record.

(4) Subject to subsection (3), if a record delivered to the department for filing which has become effective under this chapter but conflicts with a provision of the operating agreement:

(a) The operating agreement prevails as to members, dissociated members, transferees, and managers; and

(b) The record prevails as to other persons to the extent the other persons reasonably rely on the record.

What This Means: Key Takeaways*

An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”

Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.

When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.

If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.

Creating an Operating Agreement

Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:

Each member’s responsibilities
How new members will be admitted
How existing members may transfer or terminate their membership
How profits and dividends will be distributed
The process for amending the operating agreement

Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.

Annual Report Requirements

Florida LLC laws set out the requirements for annual LLC reporting. The State of Florida has created the Sunbiz annual report online portal to allow for easy reporting.

Florida LLC Annual Report Statute

The following excerpts regarding operating agreements are from the Florida Revised Limited Liability Company Act:

605.0212 Annual report for department.—

(1) A limited liability company or a registered foreign limited liability company shall deliver to the department for filing an annual report that states the following:

(a) The name of the limited liability company or, if a foreign limited liability company, the name under which the foreign limited liability company is registered to transact business in this state.

(b) The street address of its principal office and its mailing address.

(c) The date of its organization and, if a foreign limited liability company, the jurisdiction of its formation and the date on which it became qualified to transact business in this state.

(d) The company’s federal employer identification number or, if none, whether one has been applied for.

(e) The name, title or capacity, and address of at least one person who has the authority to manage the company.

(f) Any additional information that is necessary or appropriate to enable the department to carry out this chapter.

(2) Information in the annual report must be current as of the date the report is delivered to the department for filing.

(3) The first annual report must be delivered to the department between January 1 and May 1 of the year following the calendar year in which the limited liability company’s articles of organization became effective or the foreign limited liability company obtained a certificate of authority to transact business in this state. Subsequent annual reports must be delivered to the department between January 1 and May 1 of each calendar year thereafter. If one or more forms of annual report are submitted for a calendar year, the department shall file each of them and make the information contained in them part of the official record. The first form of annual report filed in a calendar year shall be considered the annual report for that calendar year, and each report filed after that one in the same calendar year shall be treated as an amended report for that calendar year.

(4) If an annual report does not contain the information required in this section, the department shall promptly notify the reporting limited liability company or registered foreign limited liability company. If the report is corrected to contain the information required in subsection (1) and delivered to the department within 30 days after the effective date of the notice, it is timely delivered.

(5) If an annual report contains the name or address of a registered agent which differs from the information shown in the records of the department immediately before the annual report becomes effective, the differing information in the annual report is considered a statement of change under s. 605.0114.

(6) A limited liability company or foreign limited liability company that fails to file an annual report that complies with the requirements of this section may not maintain or defend any action in a court of this state until the report is filed and all fees and penalties due under this chapter are paid, and shall be subject to dissolution or cancellation of its certificate of authority to transact business as provided in this chapter.

(7) The department shall prescribe the forms, which may be in an electronic format, on which to make the annual report called for in this section and may substitute the uniform business report pursuant to s. 606.06 as a means of satisfying the requirement of this chapter.

(8) As a condition of a merger under s. 605.1021, each party to a merger which exists under the laws of this state, and each party to the merger which exists under the laws of another jurisdiction and has a certificate of authority to transact business or conduct its affairs in this state, must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of merger are submitted to the department for filing.

(9) As a condition of a conversion of an entity to a limited liability company under s. 605.1041, the entity, if it exists under the laws of this state, or if it exists under the laws of another jurisdiction and has a certificate of authority to transact business or conduct its affairs in this state, must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of conversion are submitted to the department for filing.

(10) As a condition of a conversion of a limited liability company to another type of entity under s. 605.1041, the limited liability company converting to the other type of entity must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of conversion are submitted to the department for filing.

(11) As a condition of an interest exchange between a limited liability company and another entity under s. 605.1031, the limited liability company and each other entity that is a party to the interest exchange which exists under the laws of this state, and each party to the interest exchange which exists under the laws of another jurisdiction and has a certificate of authority to transact business or conduct its affairs in this state, must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of interest exchange are submitted to the department for filing.

What This Means: Key Takeaways*

You can file your Florida annual report online.

Your Florida LLC annual report must state the following information (and must be current as of the date of filing):

The name of the LLC
The street address of principal office and mailing address
The date of organization (domestic LLCs) or date of qualification (foreign LLCs)
FEIN or EIN
The name, title, and address of at least one member or manager
Any unique additional information the state might need

If your registered agent changes on the annual report, the annual report will be considered notice of change of registered agent.

Annual Report Due Dates:

Annual reports are due between January 1 and May 1 each year. The first annual report is due the following calendar year after the LLC became effective.
If you have a business and submit the Articles of Conversion to the State of Florida, you have until December 31 of that calendar year to file your annual report.
For Florida businesses (or businesses with a certificate of authority to do business in Florida) who complete an interest exchange, the due date for the annual report is December 31 of the calendar year that the articles of interest exchange are submitted to the Secretary of State.
If you file more than one annual report in the calendar year, the additional reports will be considered amended reports.

Late Filing of the Florida Annual Report:

If any information is missing on the annual report, you will receive notice. You have 30 days from the date of the notice to respond on time.
If you don’t file your annual report on time, you could face dissolution, and the LLC will not be able to defend itself against any action brought against it in court.

*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.