Rules to Know for Opening an LLC in Florida

Opening and managing LLCs in Florida are governed by the Florida Limited Liability Company Act. More specifically:

TITLE XXXVI - BUSINESS ORGANIZATIONS
CHAPTER 605: FLORIDA REVISED LIMITED LIABILITY COMPANY ACT

If you are considering opening an LLC in Florida, we recommend familiarizing yourself with the rules governing its formation and operation. Below, we list articles from 605.0104 to 605.0212, which are the main articles of the:

Florida Limited Liability Company Act

Section 605.0104 — Nature, Purpose, and Duration of LLCs in Florida

1. In Florida, an LLC is a legal entity distinct and separate from its members.
2. A Florida LLC can be established for any lawful purpose, regardless of whether it pursues a profit.
3. Unless otherwise stated in the articles of organization or this chapter, the duration of a Florida LLC is perpetual.

Section 605.0105 — Powers of Members and Managers of Florida LLCs

1. Except as otherwise provided in this chapter, a Florida LLC possesses all the powers of a natural person to perform acts necessary or appropriate to achieve its activities and purposes.
2. These powers include, but are not limited to:
   1. acquiring, owning, using, transferring, and encumbering real or personal property;
   2. entering into contracts of any kind;
   3. issuing debt or equity securities;
   4. establishing or participating in other business entities;
   5. initiating or resisting judicial or administrative proceedings.

Section 605.0106 — Governing Law

1. The internal affairs of a Florida LLC, as well as the liabilities and legal relationships among members, managers, and third parties, are exclusively governed by the laws of the State of Florida.
2. Provisions from other jurisdictions do not override the substantive rules set forth in this chapter.

Section 605.0107 — Supplemental Principles of Law; Rate of Interest

1. Unless inconsistent with this chapter, the general principles of law and equity, including those relating to obligations, contracts, agency, and estoppel, supplement the regulation of the Florida LLC.
2. When this chapter requires payment of interest without specifying the rate, the rate established by Florida Statute 55.03 applies.

Section 605.0108 — Name

1. The name of a Florida LLC must contain the words “limited liability company,” or the abbreviations “L.L.C.,” “LLC,” “L.C.,” or “LC.”
2. The name must be distinguishable on the records of the Florida Department of State and cannot contain terms like “Corporation,” “Incorporated,” “Inc.,” “Limited Partnership,” nor words reserved by law (e.g., “Bank,” “Trust”) without the necessary authorization.
3. Choosing a name that might mislead about the entity's nature or purpose, or that infringes on rights protected by state or federal law, is prohibited.

Section 605.0109 — Reservation of Name

1. A person may request the exclusive reservation of a name in compliance with Section 605.0108 for 120 days, renewable with a new application, from the Florida Department of State.
2. The right to reservation is transferable through a written statement filed with the Florida Department of State.

Section 605.0110 — Registered Agent and Office

1. Every Florida LLC must designate and maintain in this state:
   1. a registered agent, either an individual or entity, who accepts legal and administrative notices on behalf of the entity;
   2. a registered office address, which cannot be just a P.O. Box.
2. The registered agent must provide written consent to the Florida Department of State.

Section 605.0111 — Change of Registered Agent or Office

1. A Florida LLC can change the registered agent or the office address by filing the relevant statement with the Florida Department of State.
2. The change takes effect at the date and time specified in the statement, or if none is specified, upon filing.

Section 605.0112 — Resignation of Registered Agent

1. The registered agent may resign by notifying the Florida Department of State and the Florida LLC in writing with at least 31 days' notice.
2. The resignation becomes effective on the 31st day after the notice unless a new agent is designated by the company before then.

Section 605.0113 — Service of Process, Notice, or Demand

1. Service of process on a Florida LLC is validly executed by delivering a copy of the process to the registered agent.
2. If the registered agent is unavailable, service can be carried out according to the alternative procedure set by Florida Statute 48.181.

Section 605.0114 — Changes to Principal or Mailing Address

A Florida LLC must file a statement of change with the Florida Department of State whenever it changes the principal or mailing address.

Section 605.0115 — Annual Report

1. Every Florida LLC must submit an annual report to the Florida Department of State between January 1 and May 1 each year, containing the prescribed information.
2. Failure to file results in administrative dissolution, with the possibility of reinstatement under lawful terms and conditions.

Section 605.0116 — Filing Requirements

1. A document to be filed under this chapter must:
   1. be in English, except for proper names;
   2. include the exact name of the entity;
   3. be signed as required by Section 605.0203;
   4. specify the name and address of the person submitting the document.
2. The Florida Department of State may refuse to file documents that do not fully comply with the above requirements.

Section 605.0117 — Effective Date of Filed Documents

A document filed with the Florida Department of State becomes effective:

1. on the date and time specified within it;
2. if no time is specified, at 12:01 a.m. on the date of filing;
3. retroactively, up to five days, if expressly requested and if it does not prejudice third-party rights.

Section 605.0118 — Withdrawal of a Document Before Effectiveness

The author of a document may withdraw it by submitting a written statement to the Florida Department of State before the document becomes effective.

Section 605.0201 — Formation of a Florida LLC; Articles of Organization

1. A Florida LLC is considered formed upon the filing of the Articles of Organization with the Florida Department of State, unless the articles specify a later effective date.
2. The Articles of Organization must include:
   1. the name of the LLC to be formed, compliant with Section 605.0108;
   2. the principal office address;
   3. the name, address, and consent of the registered agent;
   4. whether management is vested in one or more managers or reserved to the LLC's members
3. It may also contain any other lawful provisions regarding the company's affairs.

Section 605.0202 — Amendment or Restatement of Articles of Organization

1. The Articles of Organization may be amended or restated by an act approved as set forth in the Operating Agreement or, in its absence, by the unanimous consent of the members.
2. The amendment or restatement must be filed with the Florida Department of State and must accurately specify the changes made.

Section 605.0203 — Signing of Filed Documents

1. Unless otherwise provided, a document to be filed must be signed by one of the following:
   1. a manager of a manager-managed company;
   2. a member of a member-managed company;
   3. a trustee or liquidating agent if the company is in dissolution;
   4. a professional practitioner, provided they have written authorization.
2. The signature may be manual or electronic, in compliance with state law.

Section 605.0204 — Filing; Refusal; Review

1. The Florida Department of State must file a document that meets legal requirements and issue a receipt to the presenter.
2. If refused, the office will notify the reasons within 15 days. The interested party may request a judicial review in the circuit court within 30 days.

Section 605.0205 — Certificate of Status

Upon payment of the required fees, the Florida Department of State issues, upon request, a certificate confirming:

1. the existence or nonexistence of the Florida LLC;
2. compliance with required filings;
3. the absence of pending administrative dissolution proceedings against the company.

Section 605.0206 — Fraudulent or Unauthorized Signature

Anyone who knowingly places or causes a fraudulent or unauthorized signature on a document to be filed is liable to the LLC and third parties for any resulting damages.

Section 605.0207 — Liability for False Statements

An individual who, with intent or gross negligence, submits a document containing materially false information to the Florida Department of State is liable for damages to the Florida LLC, its members, or third parties who relied on the accuracy of such information.

Section 605.0208 — Certified Copy

A certified copy of a filed document, issued by the Florida Department of State, serves as authentic proof of the original's content before any court or administrative authority.

Section 605.0209 — Delivery of Documents by the Florida Department of State

The Florida Department of State can provide paper or electronic copies of filed documents; electronic transmission holds the same legal validity as paper.

Section 605.0210 — Electronic Filing Administration

The Florida Department of State is authorized to establish electronic systems for the receipt, storage, and consultation of documents related to LLCs and companies in general, in compliance with state security and interoperability standards.

Section 605.0211 — Payment of Fees and Penalties

All fees, penalties, and other amounts paid under this chapter must be paid to the Florida Department of State, which credits them to the General Revenue Fund unless otherwise directed by law.

Section 605.0212 — Correction of Inaccurate Factual Information in a Filed Document

1. If a document filed with the Florida Department of State contains inaccurate factual information or was incorrectly omitted at the time of filing, the Florida LLC may correct it by filing a statement of correction.
2. The correction must:
   1. identify the document to be corrected, including the date of filing and filing number;
   2. specify the nature of the error or omission;
   3. provide the corrected text.
3. The correction is effective retroactively to the date of the original document, but it does not affect rights acquired by third parties in good faith who relied on the uncorrected document.