How to Form an LLC in Florida (2026)
Reviewed by DocDraft Legal Team · Florida · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in Florida means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In Florida you create an LLC by filing the Articles of Organization with the Department of State, Division of Corporations through the Sunbiz portal and paying a $125 filing fee, which covers the $100 formation fee plus the $25 registered agent designation. What makes Florida different from a state like California is cost. Florida charges no franchise tax and no state minimum tax on LLCs taxed as pass-through entities, and Florida has no personal income tax, so the main ongoing cost is a flat $138.75 annual report due each year to keep the company active. Florida LLCs are governed by the Florida Revised Limited Liability Company Act in Chapter 605 of the Florida Statutes. This guide explains what an LLC is, the exact Florida steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in Florida
Where are you in forming your LLC?
DocDraft provides document preparation, not legal advice.
How do you form an LLC in Florida?
File the Articles of Organization with the Florida Department of State, Division of Corporations through the Sunbiz portal and pay the $125 filing fee, which includes the $100 formation fee and the $25 registered agent designation. You must name a registered agent with a physical Florida street address who accepts legal documents for the company.
Does a Florida LLC pay a franchise tax?
No. Florida charges no franchise tax and no state minimum tax on an LLC that is taxed as a pass-through entity, and Florida has no personal income tax. The main recurring state cost is the flat $138.75 annual report fee. This is different from California, where every LLC owes an $800 minimum annual franchise tax.
How much is the Florida LLC annual report?
The Florida LLC annual report fee is $138.75, filed each year through the Sunbiz portal to keep the company active. It confirms the LLC's principal address, its registered agent, and its managers or members. The report is due by May 1, and filing late triggers a substantial state penalty added to the fee.
Does Florida require a registered agent to form an LLC?
Yes. Every Florida LLC must name and continuously maintain a registered agent with a physical Florida street address, not a P.O. box, who is available during business hours to accept lawsuits and official state mail. The agent can be an individual who resides in Florida or a company authorized to do business in the state.
Florida LLC formation at a glance
You form a Florida LLC by filing the Articles of Organization with the Department of State, Division of Corporations for a $125 filing fee, submitted online through the Sunbiz portal at dos.myflorida.com/sunbiz. That $125 covers the $100 formation fee and the required $25 registered agent designation. What sets Florida apart is what it does not charge. Florida imposes no franchise tax and no state minimum tax on LLCs taxed as pass-through entities, and the state levies no personal income tax, so members are not taxed by Florida on their share of the profits. The main ongoing state cost is a flat $138.75 annual report, due by May 1 each year through Sunbiz, which keeps the company active and updates its address, registered agent, and management. Every Florida LLC must name and maintain a registered agent with a physical Florida street address. You can reserve or protect a name for a $25 fee. The governing statute is the Florida Revised Limited Liability Company Act, Chapter 605 of the Florida Statutes.
Forming a two-owner Florida LLC, step by step
Suppose two friends in Miami want to open a small design studio as an LLC. First they search the Division of Corporations business records on Sunbiz to confirm their name is available and includes a designator such as LLC, and they can protect a name for a $25 fee while they prepare paperwork. Next they appoint a registered agent: one owner lives in Florida and agrees to serve, using a physical Florida street address, not a P.O. box, where legal papers can be delivered during business hours. They then file the Articles of Organization through the Sunbiz portal and pay the $125 filing fee, which covers the $100 formation fee and the $25 registered agent designation. The LLC legally exists once the Department of State files it. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though Florida does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Finally they calendar the $138.75 annual report, due by May 1 of the year after formation and every year after, to keep the company active. Because Florida has no franchise tax and no personal income tax on pass-through profits, that annual report is the main recurring state obligation.
Relevant Laws
Florida Revised Limited Liability Company Act (Fla. Stat. Chapter 605)
Chapter 605 governs the formation, management, and dissolution of every Florida LLC. It sets who may form an LLC, the required contents of the Articles of Organization, the registered agent requirement, and the default rules for member-managed and manager-managed companies. It replaced the older Chapter 608 act and applies to all Florida LLCs.
Fla. Stat. § 605.0201 (Articles of Organization)
Requires an LLC to be formed by delivering Articles of Organization to the Florida Department of State for filing. The articles state the LLC's name, its principal office address, its registered agent and registered office, and whether it is member-managed or manager-managed. The filing fee is $125, which includes the $25 registered agent designation.
Fla. Stat. § 605.0113 (Registered agent and registered office)
Requires every Florida LLC to designate and continuously maintain a registered agent and a registered office in Florida. The agent, an individual residing in Florida or a company authorized to do business in the state, receives lawsuits and official notices for the company. The registered office must be a physical Florida street address, not a P.O. box.
Fla. Stat. § 605.0212 (Annual report)
Requires a Florida LLC to deliver an annual report to the Department of State each year to keep the company active. The report confirms the LLC's principal address, registered agent, and management. The fee is $138.75, the report is due by May 1, and a company that fails to file on time incurs a substantial statutory late penalty.
Florida has no personal income tax or LLC franchise tax
Florida does not impose a personal income tax, and it charges no franchise tax or state minimum tax on an LLC that is taxed as a pass-through entity. A member's share of LLC profits is therefore not taxed by Florida. LLCs that elect to be taxed as a C corporation may be subject to Florida's corporate income tax, which is separate from the pass-through rules.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member Florida LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from Florida's state rules.
Regional Variances
How forming an LLC in Florida differs from other states
No franchise tax and no state income tax
This is the headline difference. Florida charges no franchise tax and no state minimum tax on LLCs taxed as pass-through entities, and it has no personal income tax. States like California charge an $800 minimum annual franchise tax regardless of income. A Florida LLC's main recurring state cost is the flat $138.75 annual report, so the lifetime state cost is far lower.
Flat annual report, due every year
Florida requires an annual report each year, filed through Sunbiz for a flat $138.75, to keep the company active. Some states use a biennial cycle instead. The report is due by May 1, and Florida adds a substantial late penalty if it is filed after the deadline, so the May 1 date is the one to calendar.
Registered agent fee built into the filing
Florida's $125 formation cost bundles the $100 filing fee with a required $25 registered agent designation fee, so the state itemizes the agent as part of forming the LLC. Many states fold agent designation into a single filing fee with no separate line item.
Formation document and filing office
Florida uses the Articles of Organization, filed with the Department of State, Division of Corporations through the Sunbiz portal. Some states call the document a Certificate of Formation or Certificate of Organization, and some route filings through a Secretary of State rather than a Division of Corporations.
No income-based LLC fee
Florida does not add a tiered fee as income rises. California, by contrast, charges an additional fee once an LLC's total income reaches $250,000, ranging from $900 to $11,790. A profitable Florida LLC owes the same flat $138.75 annual report whether it earns thousands or millions.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the Division of Corporations business records on Sunbiz to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve or protect an available name for a $25 fee while you prepare your Articles of Organization.
Appoint a registered agent
Before filing days after startingFlorida requires a registered agent with a physical Florida street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Florida, or a commercial registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first.
File the Articles of Organization with the Department of State
To create the LLC days after startingFile the Articles of Organization with the Florida Department of State, Division of Corporations through the Sunbiz portal at dos.myflorida.com/sunbiz and pay the $125 filing fee, which covers the $100 formation fee and the $25 registered agent designation. The LLC legally exists only once the Department of State files it. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. Florida's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
File the annual report by May 1
By May 1 each year after formation days after startingFile the annual report with the Department of State through the Sunbiz portal by May 1 of the year after formation and every year after. The fee is $138.75. It confirms the LLC's principal address, registered agent, and managers or members. Filing late adds a substantial statutory penalty, and never filing can lead to administrative dissolution.
Confirm your Florida and federal tax obligations
First tax year days after startingFlorida charges no personal income tax and no franchise tax on pass-through LLCs, so a member's share of profits is not taxed by the state. If your LLC elects C corporation treatment, confirm Florida corporate income tax with the Department of Revenue. Federal income tax still applies to the members regardless of the Florida rules.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the Division of Corporations business records on Sunbiz to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve or protect an available name for a $25 fee while you prepare your Articles of Organization. | - | Before filing |
| Appoint a registered agent | Florida requires a registered agent with a physical Florida street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Florida, or a commercial registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first. | - | Before filing |
| File the Articles of Organization with the Department of State | File the Articles of Organization with the Florida Department of State, Division of Corporations through the Sunbiz portal at dos.myflorida.com/sunbiz and pay the $125 filing fee, which covers the $100 formation fee and the $25 registered agent designation. The LLC legally exists only once the Department of State files it. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. Florida's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| File the annual report by May 1 | File the annual report with the Department of State through the Sunbiz portal by May 1 of the year after formation and every year after. The fee is $138.75. It confirms the LLC's principal address, registered agent, and managers or members. Filing late adds a substantial statutory penalty, and never filing can lead to administrative dissolution. | - | By May 1 each year after formation |
| Confirm your Florida and federal tax obligations | Florida charges no personal income tax and no franchise tax on pass-through LLCs, so a member's share of profits is not taxed by the state. If your LLC elects C corporation treatment, confirm Florida corporate income tax with the Department of Revenue. Federal income tax still applies to the members regardless of the Florida rules. | - | First tax year |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that separates the company from its owners in the eyes of the law. The owners, called members, are generally not personally liable for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or personal savings for a business obligation. In Florida, LLCs are created and governed by the Florida Revised Limited Liability Company Act in Chapter 605 of the Florida Statutes. It pairs that liability protection with pass-through taxation and lighter paperwork than a corporation.
You file the Articles of Organization with the Florida Department of State, Division of Corporations, submitted online through the Sunbiz portal at dos.myflorida.com/sunbiz. The filing fee is $125, which covers the $100 formation fee plus the required $25 registered agent designation. The document names your LLC, its principal address, its registered agent, and whether it is member-managed or manager-managed. Your LLC legally exists only once the Department of State files it, so keep the filed confirmation as proof.
Generally no. Florida has no personal income tax, so a member's share of a pass-through LLC's profits is not taxed by the state, and Florida charges no franchise tax or state minimum tax on those LLCs. An LLC that elects to be taxed as a C corporation may owe Florida corporate income tax, which is separate from the pass-through rules. Federal income tax still applies to the members. Confirm current rules with the Florida Department of Revenue, since tax provisions change.
The Florida annual report is due by May 1. Your first one is due by May 1 of the year after the Department of State files your Articles of Organization, and then every year by May 1 after that. The fee is $138.75, filed through the Sunbiz portal, and it confirms your principal address, registered agent, and management. Filing after May 1 adds a substantial statutory late penalty, and never filing can lead to administrative dissolution, so calendar the date.
No, name reservation is optional in Florida, not a required step. Before you file, you search the Division of Corporations business records on Sunbiz to confirm your name is available and includes a designator such as LLC. If you want to hold a name while you prepare your paperwork, you can reserve or protect it for a $25 fee. Most filers skip this and simply file the Articles of Organization once their name checks out.
No. Florida does not require you to file an operating agreement with the state, and a single-member LLC can operate without a written one, though it is still strongly advised. The Florida Revised LLC Act expects members to have an agreement, and for a multi-member LLC it should set each owner's ownership percentage, how profits split, management, and exit rules. It governs how the company runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
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