How to incorporate in Florida

Online Incorporation of A Florida LLC - Florida Articles of Organization

Florida is one of a growing number of states which permits you to form your LLC right on the www.sunbiz.org (operated by the Florida Secretary of State) by filing Florida Articles of Organize online.

The url for forming a Florida LLC online is:

Form a Florida LLC online at sunbiz.org.

Prefer using hardcopy to filing online? Download your Articles of Organization here in pdf format:

Florida Articles of Organization in pdf format.

Understand that this only files your Florida Articles of Organization.

If you need a Florida Operating Agreement, you'll have to either purchase a form from an independent dealer or hire an attorney.

A better solution is to let a service like Legalzoom to form your Florida limited liability company and do everything from your Articles to your Operating Agreement and other necessary LLC forms.

Legalzoom will, in addition to filing your Florida Articles of Organization, provide the following services:

• Customized Florida Operating Agreement
• Preliminary check of the availability of your LLC name in Florida
• Obtaining your Federal Tax Identification (FEIN / EIN)
• Corporate resolution to open a bank account
• Membership Certificates
• Membership transfer ledger (how you keep track of who owns what shares in your LLC--for investors, partners, etc.)

Florida Limited Liability Company Fees

Perhaps the largest difference between states when it comes to incorporating or forming a limited liability company is the fee schedule.

Here is the current Florida LLC fee schedule, as of October 2008:

Foreign LLCs - How to Incorporate in Florida

If you already have an LLC formed in another state and want to transact business in Florida, you'll need to acquire a certificate of authority as a foreign limited liability company.

Note: Just because you ship products to Florida customers, that alone does not qualify as "transacting business in Florida" for the purposes of requiring you to file as a foreign Florida LLC.

Florida statute defines what it means to "transact business" in Florida. The following activities DO NOT constitute transacting business in Florida:

(a) Maintaining, defending, or settling any proceeding.

(b) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs.

(c) Maintaining bank accounts.

(d) Maintaining managers or agencies for the transfer, exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.

(e) Selling through independent contractors.

(f) Soliciting or obtaining orders, whether by mail or through employees, agents or otherwise, if the orders require acceptance outside this state before they become contracts.

(g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.

(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

(i) Transacting business in interstate commerce.

(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.

(k) Owning and controlling a subsidiary corporation or limited liability company incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.

(l) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.

(m) Owning, without more, real or personal property.

As you can see from the above list, many activities do not require you to obtain a certificate of authority.

Again, you let Legalzoom handle the paperwork for obtaining your Florida foreign qualification for a fee (scroll down to the lower right hand column under "Additional Business Services" and click on "Foreign Qualifications")

... or you can take a shot at doing it yourself by downloading the form in pdf format:

Florida Foreign Qualification Form - pdf document.

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