What is a Florida LLC?
Learning how to form an LLC in Florida is not easy, and that is where our company comes in. Florida defines a limited liability company as a hybrid form of entity that combines some of the attributes of a corporation with the association tax status of a partnership.
How to create Articles of Organization
The articles must contain specific items as required by the Florida Division of Corporations. Article 1 shall be the name of the LLC, and follow all naming requirements. Article 2 is the mailing address and street address of the principal office. Article 3 is the name and address of the registered agent. Article 4 is the name and mailing address of each member or manager. Article 5 is optional for requesting a filing date. The filing date must be a future date, and be no more than 90 days into the future.
Finally, the articles must be signed by a member or an authorized representative of a member.
Guidelines for naming your LLC
All LLCs formed in Florida have naming requirements that each LLC must follow in order to do business in Florida. These requirements prevent companies from using names that are too deceptively similar to other LLCs already on file with the Secretary of State. All Limited Liability Companies must have a legal descriptor as an ending to the desired name of the company. These examples include “Limited Liability Company”, “LLC” or “limited”.
Name Limitations
Like most states, Florida forbids the use of certain words or phrases used in the naming of a LLC. For customers who want to use these words in their names must obtain authorization from the specific entity or governmental agency controlling the use of these names. The names are: "insurance" or "bank" (and derivatives thereof), the name of a political party, using “Disney” and “Olympic” are forbidden. Phrases that are forbidden are Professional Engineer, Land Surveyor.
Avoid Similar Names
Other than the certain restrictions placed on the naming of your LLC, the state of Florida advises creative naming of your LLC, however one thing to keep in mind is that a LLC name can’t be too deceptively similar to another LLC name or trademark. Finally, homonyms are not considered distinguishable, using a creative spelling variant, using physical locations such as adding "of Florida", “of South Florida”, etc. or using a different suffix does not resolve a name conflict.
Limit risk of Setting up a Business
A Florida LLC, if operated correctly, is a separate legal entity from its owners. If your company finds that it has a debt it can not pay or a claim from a lawsuit, the company, and the company alone will be held responsible for that debt and not the owners.
If you run your business as an individual or partnership you may be found directly responsible for the debts of the business. In Florida, we recommend that all businesses setup a legal structure to separate the business from the owners. You can limit you risk by forming an LLC, but you must keep in mind, that you will be held responsible for any debts or obligation that you personally guarantee.
Tax issues for a Florida L.L.C.
An LLC in Florida can be setup for tax purposes in a couple of different ways. An L.L.C. may be classified for Federal income tax purposes as a sole proprietorship, partnership or a corporation. To change the tax election for your LLC you may file IRS Form 8832 to the IRS. To make sure that you select the best tax classification for your business, be sure to speak with a CPA in Florida.
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