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LLC Facts

Many business owners choose to form a limited liability company (LLC) as their business structure. Some of the benefits are as follows:

A Florida LLC combines the liability protection of a corporation with the tax treatment and ease of administration of a partnership.

Forming an LLC in Florida also offers:

  1. Pass-through taxation. LLCs typically enjoy pass-through taxation where the members report their share of the LLC's profit or loss on their individual tax returns. Any tax due is then paid at the individual level. Multi-member LLCs file an informational tax return for the LLC, while single-member LLCs report all income or loss on Schedule C. Pass-through taxation sidesteps the double taxation incurred by C corporations when income is taxed at the corporate level and again at the individual level if corporate profits are distributed as dividends to shareholders.
  2. Flexibility. LLCs generally have no restrictions on the number of members allowed, and members have flexibility in structuring management of the company. Florida LLCs can also select varying types of distribution of profits. Unlike a common partnership where the split is 50-50, an LLC has room for much more flexibility.
  3. Fewer formalities. The LLC business entity requires no corporate minutes or resolutions, making it easier to manage. Holding annual meetings of members and documenting major business decisions is still recommended, however.
  4. Subsidiaries. Unlike Florida S corporations, Florida LLCs are allowed to have subsidiaries without restriction.

According to the Florida Division of Corporations, all information included in the Articles of Organization for a Limited Liability Company must be in English and must be typewritten or printed legibly. And, the name of a limited liability company must be distinguishable on the records of the Florida Department of State. 

The following is pertinent part of the Florida Statutes regarding Florida limited liability companies. Please review the Florida Statutes for full and complete information.

608.406 Limited liability company name.—

(1) A limited liability company name:

(a) Must contain the words “limited liability company,” the abbreviation “L.L.C.,” or the designation “LLC” as the last words of the name of every limited liability company formed under the provisions of this chapter. The word “limited” may be abbreviated as “Ltd.,” and the word “company” may be abbreviated as “Co.” ...

608.407 Articles of organization.—

(1) In order to form a limited liability company, articles of organization of a limited liability company shall be filed with the Department of State by one or more members or authorized representatives of the limited liability company. The articles of organization shall set forth:

(a) The name of the limited liability company, which must satisfy the requirements of s. 608.406.

(b) The mailing address and the street address of the principal office of the limited liability company.

(c) The name and street address of its initial registered agent for service of process in the state. The articles of organization shall include or be accompanied by the written statement required by s. 608.415.

(d) Any other matters that the members elect to include in the articles of organization.

(2) A limited liability company is formed at the time described in s. 608.409 if the person filing the articles of organization has substantially complied with the requirements of this section.

(3) The articles of organization shall be executed by at least one member or the authorized representative of a member.

Quick Facts:

  • A Registered Agent must be physically located in Florida and a street address must be provided.
  • Income from LLC's flows through to its members.
  • The IRS treats Florida LLC's as sole proprietorships or partnerships for tax purposes
  • Florida LLC's may be one member only.
  • A Florida LLC may have multiple members.

Employer Identification Number - EIN

You'll need an EIN Number in order to open a business bank account. Apply for an Employer Identification Number (EIN) through the Internal Revenue Service (www.irs.gov). Go to the IRS site and enter EIN number into the search box. Or copy and paste the following url into your browser window:

http://www.irs.gov/businesses/small/article/0,,id=102767,00.html and look for the link titled: Apply Online Now.

The EIN application requires your social security number, name, and date of birth.

Their online service is only available during the week:

Monday through Friday 7:00 a.m. to 10:00 p.m. Eastern time.

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