Form a Domestic LLC in Florida – Articles of Organization Limited Liability Company

The Florida Articles of Organization Limited Liability Company is the form provided by the Florida Secretary of State Division of Corporations to those intending to organize and register a Florida Limited Liability Company. This is an integral part of the process one must complete in order to operate a Florida Limited Liability Company in the State of Florida. This form may be filled out and submitted either online, by mail, or in person. The average turnaround time for processing this paperwork is roughly three to five business days during off peak periods. Upon a successful filing, you will receive a stamped filed copy of your documents and a Letter of Acknowledgement. You may request a Certificate of Status for a fee of $5.00 and/or a Certified Copy of your filing for a fee of $30.00.

The Filing Fee for the Florida Articles of Organization Limited Liability Company is $125.00. This will be payable with a check or money order made out to “Florida Department of State” if you are filing by mail/courier. If you are filing online, you may pay for this fee with a Credit Card or SunBiz Account. The Filing Fee is the minimum payment. If you order any additional services then you must add this amount to the Filing Fee.

How To File Online

Step 1 – Go to the Florida Secretary of State Division of Corporations E-Filing page for a domestic Limited Liability Company by clicking here: https://efile.sunbiz.org/llc_file.html. Read the information on this page carefully, then place a check mark in the box under the heading “File Articles of Organization.” Once you have done this, select the button labeled “Start New Filing.” It should be noted this is a live application. That is, once this form is submitted it cannot be edited. Thus make sure all the information you have gathered is correct and accurately entered.

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Step 2 – On the first line, under the heading “Filing Information,” enter the Effective Date of this filing in the spaces provided. The first box will need the month entered, the second box will need the Calendar Day entered, and the third box will need the Year entered. This should be reported in the numerical mm/dd/yyyy format.

Step 3 – Below the words “Required Filing Fee: $125.00,” you have the option of choosing additional services associated with this filing. If you would like a Certificate of Status sent to you, upon a successful filing, then place a mark in the first check box. If you would like a Certified Copy sent to you, upon a successful filing, then place a mark in the second box. You may choose either one, both, or leave this area blank. Make sure to add the cost of the service to the Filing Fee ($5.00 for a Certificate of Status, $30.00 for a Certified Copy).

Step 4 – In the box labeled “Limited Liability Company Name,” report the Full Name of the Limited Liability Company being formed. In this state, a Limited Liability Company must have a unique Name which will easily identify it on the record books and contain a qualifying business suffix (Limited Liability Company, L.L.C., LLC, etc.).

Step 5 – In the “Principal Place of Business” section, you will need to report the Street Address of the Limited Liability Company’s Principal Office. This should consist of the Building Number and Street of the Principal Office’s Physical Location.

Step 6 – In the box labeled “Suite, Apt. #, etc.” enter any Suite, Apartment, or Unit Number that would define the location of the Principal Office. If none exists, you may leave this line blank.

Step 7 – Locate the line labeled “City, State.” Enter the City where the Principal Office is located in the first box and the two letter abbreviation of the State, for the Address being reported, in the second box.

Step 8 – In the section labeled “Mailing Address,” you may report a separate Mailing Address for the Principal Office if the Address where the Principal Office receives its Mail differs from the Address of the Physical Location of the Principal Office. If the Principal Office receives its mail and there is no separate Mailing Address then place a check mark in the box labeled “Mailing address same as principal address.” If there is a separate Mailing Address then leave this check box blank and use the “Address,” “Suite, Apt. #, etc.,” “City, State,” and “Zip Code & Country” fields to report the Mailing Address of the forming Limited Liability Company’s Principal Office.

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Step 9 – Next in the “Name and Address of Registered Agent,” you must enter the Full Name of the Registered Agent using the “Last Name,” “First Name,” “Initial,” and “Title” fields.

Step 10 – Locate the box beginning with the words “The Registered Agent…” In the text field labeled, “Registered Agent Signature,” the Florida Registered Agent must type his or her Name as acknowledgement of fulfilling this role with the forming Limited Liability Company.

Step 11 – In the text box labeled “Any other Provision(s),” you may report any remaining Provisions or Statements that must be included with this filing in order for the Limited Liability Company to form and register properly by documenting them in the text box provided.

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Step 12 – The next section requiring attention is titled “Correspondence Name And E-Mail Address.” In the field labeled “Name,” report the Full Name of the Contact Person will be reliably receive and participate in a correspondence with the Florida Secretary of State. Below this, enter the E-Mail Address of this Contact in the field labeled “E-mail Address,” then re-enter the Email Address in the field directly below.

Step 13 – Locate the box titled “Signature of a member or an authorized representative.” Here an Authorized Representative of the forming Limited Liability Company must type his or her Name in the box labeled “Electronic Signature.” This will be as binding as a real time Signature on a paper document.

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Step 14 – The final section, “Name And Address of Person(s) Authorized to Manage LLC,” requires a Roster Report on the controlling parties of the forming Limited Liability Company. There will be enough room to report on six parties. Each entry will possess a section for the Identity (Title, Last Name, First Name, Initial, Title). If the serving party is an entity (such as a business), enter the Name of the entity in the field labeled “Entity Name to serve as MGR, AMBR, AP or other designated title(s).” Below the Name section, enter the official Business Address of each party (or entity) being reported using the “Street Address,” “City, State,” “Zip Code & Country” fields.

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Step 15 – Double check all of the information you have entered on this screen, once you submit this information it will not be accessible or editable without a separate filing. If all the information is correct then, select the Continue button. This will direct the browser to a payment area where you may supply either Credit Card Information or your Sunbiz Account information to pay the Filing Fee ($125.00) plus all other service charges requested. Make sure to save the information delivered on the Payment Confirmation screen for your records.

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Step 16 –  Florida Limited Liability Companies are required to file an Annual Report between Jan 1 and May 1. The first Annual Report, of a newly formed Limited Liability Company, must  be filed during the year following the successful filing of the entity’s Florida Articles of Organization Limited Liability Company between Jan 1 and May 1. This should be done online here: http://dos.myflorida.com/sunbiz/manage-business/efile/annual-report.

How To File By Mail

Download File

Step 1 – Select the link labeled “Download Form,” then save this file to your computer. This is a PDF file which may have information entered on screen using a PDF program. If you do not have a PDF program, you may print this page then enter the information with a typewriter or manually. Note: This form must be perfectly legible otherwise it will be returned for corrections.

Step 2 – Locate the page labeled “Cover Letter.” This page will facilitate a higher level of correspondence between the Florida Secretary of State and the Limited Liability forming with this document. On the first line, “Subject,” report the Name of the Limited Liability Company being formed. Make sure to include the designating suffix for this entity.

Step 3 – The next area will require the Full Name and the Complete Address of the Recipient who the Florida Secretary of State Divisions of Corporation may return the results of this filing to. There will be several labeled lines provided for this: Name of Person, Firm/Company, Address, City/State and Zip Code, and Email Address. Enter this this information in the appropriate spaces.

Step 4 – Below the words “For further information concerning this matter, please call,” enter the Name of a reliable Contact Person and the Phone Number the Florida Secretary of State Division of Corporations may use to contact this individual regarding the filing of this document.

Step 5 – The final area of the Cover Memo will require you define the services you request. Locate the words “Enclosed is a check for the following amount,” then place a check mark in the box corresponding to the desired service. If you desire to merely File the Florida Articles of Organization Limited Liability Company then receive a letter of acknowledgement and stamped copy then mark the box labeled “$125.00 Filing Fee.” If you desire to file this form and receive a Certificate of Status with the standard items then mark the second box, labeled “130.00 Filing Fee & Certificate of Status.” If you would like to file this form and receive a Certified Copy with the standard returned items, then mark the third check box, labeled “$155.00 Filing Fee & Certified Copy.” Finally, if you would like to file this document and receive a Certificate of Status and Certified Copy with the standard returned items, then place a mark in the fourth check box, labeled $160.00 Filing Fee, Certificate of Status & Certified Copy (additional copy is enclosed).

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Step 6 – The next page, labeled “Articles of Organization For Florida Limited Liability Company,” begins with the First Article (“Name”). On the blank line in this section, report the Full Name of the domestic Limited Liability Company being formed and registered with this paperwork. Note: This must be a unique Name and must contain an appropriate suffix (i.e. LLC, L.L.C., Limited Liability Company, etc.).

Step 7 – Article II, “Address,” requires a report on the Physical Address and the Mailing Address of the Limited Liability Company’s Principal Office. There will be several blank lines across two separate columns for this purpose. In the column on the left, labeled “Principal Office Address,” document the Full Address of the Physical Location of the Limited Liability Company’s Principal Office. Then in the column on the right, labeled “Mailing Address,” fill in the Full Mailing Address of the Limited Liability Company’s Principal Office. If the Limited Liability Company does not receive Mail at a separate Address, you may leave the column labeled “Mailing Address” blank.

Step 8 – Article III, titled “Registered Agent, Registered Office, & Registered Agent’s Signature,” requires specific information regarding the Florida Registered Agent the forming Limited Liability Company has obtained to receive Service of Process on its behalf in the event it is sued in the future. The Florida Registered Agent obtained must provide his or her Signature in this section to verify they understand and accept this responsibility. First, on the line labeled “Name,” fill in the Full Name of the Florida Registered Agent obtained by the forming Florida Limited Liability Department. On the blank line below this, report the Building Number, Street, and Unit Number of the Florida Registered Agent’s Physical Location. Then on the blank spaces labeled “City,” “State,” and “Zip,” enter the City, State, and Zip Code where the Florida Registered Agent is Physically Located.

Step 9 – The Florida Registered Agent, reported in Article III, must read the Statement of Acknowledgement in this article. Below this he or she must Sign his or her Name on the blank line labeled “Registered Agent’s Signature (REQUIRED).”

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Step 10 – In Article IV, the Title, Full Name, and Complete Address of every individual who may manage or control the forming Limited Liability Company. There will be two columns for this. In the column labeled “Title,” fill in “AMBR” if the individual being reported is an Authorized Member or “MGR” if the person being reported is a Manager. There will be four blank lines in the column titled “Name and Address,” (each corresponding with a Title line on the left) where you must enter the Full Name and Complete Address of either an Authorized Member or a Manager.

Step 11 – In Article V, you may declare an Effective Date for these articles. If left blank, the Effective Date will be the Date these articles are successfully filed by the Florida Secretary of State Division of Corporations. If desired, you may declare any Date between five days before the Filing Date and ninety days after the Filing Date.

Step 12 – Below the words “Required Signature,” an Authorized Representative or Member must provide his or her Signature on the blank line. Then below the Acknowledgment the Signature Party must Type or Print his or her Full Name.

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Step 13 – Verify all the information in these articles and on the cover page is accurate. Once this is done, you may submit the Florida Articles of Organization Limited Liability Company and Cover Memo to the Florida Secretary of State Division of Corporations. This must be accompanied with Full Payment of the $125.00 Filing Fee. If you requested a Certified Copy to be returned with your materials then you must pay an additional $30.00 for each Certified Copy Requested. If you wish a Certificate of Status to be returned with your documents then you must pay an additional $5.00 for each Certificate of Status requested. You may remit payment with a check or money order payable to “Florida Department of State.” Generally it will take 3-5 business days to process this paperwork during nonpeak periods.

Mail To:

New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

Deliver To:

New Filing Section
Division of Corporations
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 32301

Step 14 – Every Limited Liability Company must file an Annual Report beginning the year following its formation. The Annual Report is due by May 1st and a Penalty will be imposed if this report is not done in a timely manner. The Annual Report may be filed online between January 1 and May 1 of the year following the Limited Liability Company’s formation here: http://dos.myflorida.com/sunbiz/manage-business/efile/annual-report.