Note: The Florida Department of State online filing system is called “Sunbiz”.
LLC Effective Date
Leave this section blank if you want your LLC to be effective upon filing. This means your LLC will go into existence on the date it is approved by Sunbiz.
If you want your LLC to go into existence at a later date, enter that specific date. This date can’t be more than 90 days later than the date you file. And you can’t back-date your filing at all.
Pro Tip: If you’re forming your LLC in October, November, or December, and you don’t need your business open during those months, forward date your filing to January 1st. This will save you money on the Florida LLC Annual Report. And, depending on how your LLC is taxed, can save you money on taxes.
Florida LLC Filing Fee
There is nothing to do in this section. The state is just telling you that the fee for filing your Florida LLC Articles of Organization is $125.
Certificate of Status (optional)
A Certificate of Status states that your LLC is in good standing. This document is not required to operate an LLC. Honestly, it’s just another way for the state to make more money. Most people don’t need one and don’t check this box.
Certified Copy (optional)
A Certified Copy is just a fancy copy of your Articles of Organization. This document is not required to operate an LLC. Honestly, it’s just a way for the state to make more money. Most people don’t need one and don’t check this box.
Tip: We know the pop-up on Sunbiz says you may need a Certified Copy to open an LLC bank account. However, this isn’t true. You can just use the “regular” stamped and approved Articles of Organization to open an LLC bank account.
Enter your LLC name with the spelling and capitalization you would like. Include the designator (ending) you’d like to use.
Florida allows you to use these designators:
LLC (most common)
Limited Liability Company
Principal Place of Business
Enter your Florida LLC’s Principal Address.
What is a Principal Place of Business? Your LLC Principal Place of Business is:
where the primary business activities take place
where the LLC Members or Managers are located
or where your LLC records are kept.
Your Florida LLC’s Principal Address can be:
located in Florida
located in any state
located in any country
a home address
an office address
a virtual office address or mailbox rental
the address of your Florida Registered Agent (if your Registered Agent allows it)
However, your Principal Office Address can’t be a PO Box.
Note: If you hire Northwest Registered Agent, you can use their address for your LLC’s Principal Office Address (and all other address fields). Check out our Northwest Registered Agent review for more information.
Check the box if your LLC’s Mailing Address is the same as its Principal Address
If not, enter your LLC’s mailing address.
The mailing address can be in any state, or any country. And Florida does allow you to use a PO Box for the LLC’s mailing address.
Note: You can print the form, fill it out by hand (use blue or black pen), then sign. Or you can type in the form on your computer, then print and sign. Instructions for filling out the Articles of Organization are in pages 1 and 2 of the PDF.
Prepare Payment: Prepare a check or money order and make it payable to “Florida Department of State”.
Mail Documents: Send two copies of your completed Articles of Organization and filing fee to:
New Filing Section Division of Corporations PO Box 6327 Tallahassee, FL 32314
Why send two copies? The state keeps one, and returns the other copy stamped and approved to you.
LLC Approval by mail: After filing by mail, your LLC will be approved in 5-7 business days. The state will then mail you an Acknowledgment Letter. If you sent two copies of your Articles of Organization, you will receive a stamped and approved Articles of Organization as well.
Mail filing video instructions:
Florida LLC - Filing Forms & Documents
Articles of Organization. In order to form your LLC, the Articles of Organization must be filed with the Division of Corporations. The Articles of Organization are the LLC “formation documents”, and once approved by the Division they create your LLC by state statute. Your desired LLC name must be available for use. Please make sure you have watched the Name Research Video in Lesson 1. You will need to provide the State with your Principal Office Address as well as a Mailing Address. It is common that both addresses are the same. You are not allowed to use a PO Box for your Principal Office Address, but you can use a PO Box for your Mailing Address. The Principal Office Address can be considered your “main” business address. You can use the Mailing Address if you would like your business mail sent elsewhere. Again, it is common that both addresses will be the same. Neither of these addresses have to be Florida addresses In Florida, a Registered Agent must be appointed for your LLC. A Registered Agent must have a business address located in the state of Florida. A Registered Agent serves as a point of contact in case legal papers need to be sent to your LLC and the state has been unsuccessful in contacting you or your LLC. Consider it an emergency contact. All business mail and tax-related documents will still be sent to your Mailing Address. A Registered Agent can either be an individual person or an entity (such as an LLC, a Corporation, or another company). Furthermore, a Registered Agent can be yourself or can be someone you know. You must have them agree to be your Registered Agent, as they will need to sign the Articles of Organization. If you do not have a Florida address and you do not know anyone in the state who can act as your LLC’s agent, you can hire the services of a Commercial Registered Agent. Typical annual fees range from $100-130 per year. There is a link below this video to Northwest Registered Agent. They come highly recommended and have been in the business for 15 years. They also provide Registered Agent services in all 50 states. To form your Florida LLC, you will need to send in your Articles of Organization along with your filing fee. The filing fee is $125. The $125 fee must be made payable to “Florida Department of State”. The State will accept check, money order or cashier’s check. Any form of personal or business check is okay, and the address on the check does not have to be in Florida. When filing your Articles of Organization, it is optional to obtain a Certified Copy as well as a Certificate of Status. A Certified Copy is $30 and a Certificate of Status is $5. A Certified Copy of the (Articles of Organization) is a certificate, with a watermark and state seal. It has a copy of the Articles of Organization along with it and states “I certify the attached is a true and correct copy of the Articles of Organization for XYZ LLC, a Florida Limited Liability Company” filed on such-and-such date, as shown by records of this office”. A Certificate of Status is also known as a “Certificate of Good Standing” or a “Certificate of Authority” It is a document with a state seal and a watermark, which provides evidence that your LLC has been properly registered with the State of Florida. Many times, when opening a bank account, obtaining business licenses, or dealing with certain institutions, it will be requested of you to provide a Certified Copy of your Articles of Organization and/or your Certificate of Status. If money is an issue, you can simply file the Articles of Organization now and then wait until either document is requested. Both the Certified Copy and the Certificate of Status can be obtained after your initial filing. There are 2 additional videos below this which will walk you through those steps if you choose to wait until after you file your Articles of Organization. Florida requires all LLCs to file what is known as an Annual Report in order to maintain “active status”. The Annual Report is due every year and must be filed between January 1st and May 1st. If your Annual Report is not submitted by May 1st, there is a non-negotiable late fee of $400. Your LLC’s 1st Annual Report will be due between January 1st and May 1st of the calendar year following the year of formation. For example, if your LLC is formed on April 1st, 2010, your 1st Annual Report will be due between January 1st and May 1st of 2011. The purpose of the Annual Report is to keep your business records updated with the Division of Corporations. You are allowed to include changes of membership (such as new members), address changes, etcetera, changes in Registered Agent, and changes of the business and/or Mailing Address. The Annual Report will not allow you to change the name of your LLC. If you wish to change your LLC name, you will need to file what is known as an “Amendment”. Even if there are no changes to your LLC, you are still required to file the Annual Report each year. The Annual Report can only be filed online and the fee is $138.75. Payment options are via debit or credit card. When you file your Articles of Organization, you will use an email address on your Cover Letter. Sometime between January 1st and may 1st, the Division of Corporations will send you a courtesy email reminder to file your Annual Report. We also recommend putting it on your calendar, because even if you don’t receive the reminder, you still need to file your Annual Report. Failure to file your Annual Report will result in the administrative dissolution or revocation of your LLC. Simply put, they will shut down your LLC if you don’t file the Annual Report. Once the Annual Report is filed, you can log into the Division of Corporations’ website and print out a copy. This typically takes 24-48 hours. Some things to have ready prior to filing your Articles of Organization are the address of your LLC, the name and address of your LLC’s Registered Agent. Remember this can be yourself, someone you know, or a Commercial Registered Agent. The only requirement is that their address must be in the State of Florida. And whether or not you would like to order a Certified Copy and or Certificate of Status along with your filing. We will go into details on all the above in just a few minutes. A Letter of Acknowledgement will be mailed to you at no charge once your LLC filing is approved. This is the initial correspondence from the State, telling you that the LLC has been registered and that you may now conduct business as the LLC. Typical turnaround time for LLC approval is 5-10 business days. Until that point, do not order your EIN, register any domain names, or start to use your LLC name until you receive approval from the State. If there are any errors with your filing or if your desired LLC name is not available for use, the State will simply send back your documentation along with instructions on what needs to be corrected. If anything in this presentation sounded confusing, do not worry we will go through the steps in detail. You can download the Articles of Organization below this video. Let’s get started and fill out the Articles of Organization. Here we are inside the Articles of Organization. This is a 5-page document. Pages 1 and 2 have instructions on them. You can read through them if you like, but we’ve already covered this information in this video. Page 3 is the Cover Letter, and page 4 and page 5 are actually pages 1 and 2 of the actual Articles of Organization. Let’s get started and let’s start with the Cover Letter. Please note that this form can be filled out on the computer, or it can be printed and filled out by hand. If you fill it out by hand, please use black ink. Make sure to print the document on white paper that is letter-sized (that’s your standard 8-and-half-by-11). Also, I have a professional version of Adobe Acrobat. You may just have the simple version of Adobe Reader and you may not have as much functionality in order to edit and type inside the document. If that’s the case, again simply print out the document and fill it out by hand. At the top of the Cover Letter, under “Subject”, you’re going to list the name of your LLC. I’m going to be using a sample company for this video. Make sure to include the abbreviation “LLC: or “L . L . C .”. You can see in this sample here, I do not have a comma. Sometimes you’ll see a comma like it would be “ABC Widgets, LLC”. The comma is not required, so you can use one if you like or you can leave it out if you prefer. Next, you’re going to list your name and your address, as well as your email address, your name again, and your phone number. This is simply correspondence information. This is where the documents are going to be sent back to, and this is where the State’s going to call there any questions. I filled in some sample information. You can leave the firm/company field blank, or you can list your existing company name there if you’d like. Let’s scroll down a little bit further. In the next section you’re going to see the Mailing Address. This is where you’re going to send your check or money order along with the Articles of Organization. Above here, you have 4 options: you can simply just pay $125 for the filing fee, you can pay $125 + $5 for the Certificate of Status, you can pay $125 + $30 for the Certified Copy, or you can pay $160 for the filing fee, the Certificate of Status and the Certified Copy. If money’s a little tight, you can just go ahead and pay the $125 filing fee and then you can order the Certificate of Status and the Certified Copy at a later date if you need, or if the 160 dollars is not that much of an issue, we recommend you check out the last box and just get all of them now, and then you have it. If you need it, let’s scroll down to the next page. This is page 4 of the PDF, which is actually page 1 of the Articles of Organization. Under Article 1 (the Name), I’m going to enter the name of the LLC. Under Article 2 (the Address), you’re going to list the Principal Office Address as well as the Mailing Address. You cannot use a PO Box for the Principal Office Address, but you can use a PO Box for the Mailing Address. The Principal Office Address is where the LLC where the business is actually located, and the Mailing Address will be used if you wanted to receive your mail somewhere else. For this example, the Principal Office Address and the Mailing Address are the same. I’m going to fill those in now. Next in Article 3, I’m going to list the name and the address of the Registered Agent. For this example, I’m going to be the Registered Agent for my LLC because I have an address located in Florida. You cannot list the PO Box here for the Registered Agent (it has a physical street address). Again, the Registered Agent can be you, it can be someone you know, or it can be a commercial Registered Agent that you’ve hired such as Northwest Registered Agent. I’m going to fill my information in this box now. 1 other important thing to note is that your LLC cannot be its own Registered Agent. However, any member of the LLC can be, and again for this example I’m going to be the Registered Agent for my LLC. If you decide to use Northwest Registered Agent, you’ll actually need to download the other Articles of Organization that we have below this video, the reason being is that if I scroll down, you’ll notice here that once this document is printed, you need to have the Registered Agent sign. In this case, because I’m going to be the Registered Agent for my LLC, it’s quite simple, and I’m just going to sign here when I print this out. However, if you use a Commercial Registered Agent Company, you’ll need to get this document from them because they’ll have it pre-signed. We have a pre-signed Articles of Organization from Northwest Registered Agent, and you can download that below this video. So again, if it’s you or someone you know, simply print this document, have them sign on this line, or if you’re using a Commercial Registered Agent, you’re going to need to get the document from them 1st. If you’re using Northwest Registered Agent, you can just download the other Articles of Organization below this video. Let’s move on to page 2. In Article 4, you’re going to list the names and addresses of the member or the LLC members. And then to the left, you’re going to abbreviate their title. For the title you’re going to abbreviate “AMBR” for an authorized member. Over 95% of our customers are member-managed LLCs, where the members of the LLC run the business and they have not hired a manager to do so. In your case, you’re mostly going to use this abbreviation. I’ve entered “AMBR” in the box to the left, and then I would just repeat this process for each additional number. For this example, this is just a single-member LLC, but you may have 2-3 members. Make sure to list out all their information here, their names and addresses, and put a MBR on the left under “Title”. Scrolling down, Section 5 (the Effective Date), you can leave this blank. What that means is that this LLC will be effective when it’s received and then approved by the State. 1 small thing to note about the effect of dates: let’s say that you’re forming this LLC in the month of December (and maybe it’s December 15th December, 20th) and you don’t actually need the business open until January of next year, we recommend waiting and just filing a document in January. That way, you don’t owe taxes for 15 days in the prior year, and it avoids any confusion. Under Article 6 (Other Provisions) you can leave that blank. Scrolling down (Required Signature), you’re going to list your name here (you’re going to type or print your name), and then after you print this document out, you’re going to sign here on this line. Remember, this document does not need to be notarized: you’re simply going to print it out, sign, and send this along with your check or money order made payable to the State, and you can find the address where to send that to within your Articles of Organization, or you can find that information below this video. And that concludes this Lesson.
Next Step: LLC Operating Agreement
Once you file your Florida Articles of Organization, and it’s approved by the state, you can then proceed to the next lesson: Florida LLC Operating Agreement.
Florida Department of State Contact Info
If you have any questions, you can contact the Florida Department of State at 850-245-6052.
Their hours are Monday through Friday, 8am to 5pm Eastern Time.
Matt Horwitz has been the leading expert on LLC education for the past decade. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC that other companies weren't offering. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.