WEBVTT 00:00:00.175 --> 00:00:04.975 To start an LLC in Florida, you file Articles of Organization with the Florida 00:00:05.028 --> 00:00:10.815 Division of Corporations on Sunbiz and pay the $125 filing fee. 00:00:11.348 --> 00:00:13.375 Is that the whole startup cost? 00:00:13.375 --> 00:00:19.935 For the state, yes. It's $100 to file, plus $25 to designate your registered agent. 00:00:20.095 --> 00:00:26.575 But Florida also wants an annual report between January 1 and May 1 every year, and 00:00:26.623 --> 00:00:30.575 that one costs $138.75. 00:00:30.575 --> 00:00:34.175 This is The Business Formation Podcast. 00:00:34.242 --> 00:00:38.895 Today we're taking Florida through six steps for 2026, with the real numbers, and 00:00:38.943 --> 00:00:41.615 then the three best ways to have it filed for you. 00:00:41.682 --> 00:00:42.815 Where do people start? 00:00:43.540 --> 00:00:50.500 The name. It has to say Limited Liability Company, L.L.C., or LLC, and it has to 00:00:50.527 --> 00:00:53.780 be distinguishable from every name already on file with the Division of 00:00:53.837 --> 00:00:54.780 Corporations. 00:00:54.780 --> 00:00:57.540 What does distinguishable mean in practice? 00:00:57.540 --> 00:01:03.700 Small changes don't help. Adding the word "the," an ampersand, a plural, or 00:01:03.773 --> 00:01:06.580 punctuation won't make a taken name available. 00:01:06.580 --> 00:01:08.260 So how should I check? 00:01:08.260 --> 00:01:11.220 Search your idea on Sunbiz. It's free. 00:01:11.340 --> 00:01:15.380 The Division doesn't pre-check names for you, so the search is on you. 00:01:16.046 --> 00:01:17.726 Next, the registered agent. 00:01:17.726 --> 00:01:22.846 In Florida it's a Florida resident, or a business authorized in Florida, with a 00:01:22.896 --> 00:01:27.887 Florida street address. You put it in Article 3 of your Articles of Organization. 00:01:27.887 --> 00:01:29.087 What's off limits? 00:01:29.087 --> 00:01:33.487 P.O. boxes. And your LLC can't be its own agent. 00:01:33.487 --> 00:01:34.687 Who signs? 00:01:34.687 --> 00:01:38.527 The agent. They sign the Articles to accept the job. 00:01:38.647 --> 00:01:42.047 Their name and address then go on the public Sunbiz record. 00:01:42.887 --> 00:01:44.847 So it's not private. 00:01:44.847 --> 00:01:48.767 No, and that's why many owners pay a commercial agent instead of listing a home 00:01:48.827 --> 00:01:49.807 address. 00:01:49.807 --> 00:01:51.087 What if I change my mind? 00:01:51.087 --> 00:01:57.167 Changing agents is form INHS18, and the fee is $25. 00:01:58.466 --> 00:01:59.906 Where does the filing happen? 00:01:59.906 --> 00:02:06.466 At sunbiz.org, or by mail. The form is CR2E047. 00:02:06.466 --> 00:02:08.706 And the $125? 00:02:08.706 --> 00:02:14.866 Remember the split. $100 to file, and $25 for the registered agent designation. 00:02:15.003 --> 00:02:20.866 Online, you choose Start E-Filing, then Limited Liability Company, and pay by card. 00:02:21.133 --> 00:02:23.026 By mail, you send a check. 00:02:23.026 --> 00:02:25.026 What does the form ask? 00:02:25.026 --> 00:02:28.946 Your company name, your principal office, and your registered agent. 00:02:29.066 --> 00:02:33.666 Listing managers is optional, though the Division notes that most banks want them on 00:02:33.735 --> 00:02:34.386 record. 00:02:34.386 --> 00:02:35.746 Can I pay to rush it? 00:02:35.746 --> 00:02:38.386 No. Florida doesn't sell an expedite. 00:02:38.526 --> 00:02:43.026 Sunbiz works through filings in the order they arrive, so allow at least a week. 00:02:43.026 --> 00:02:44.786 Any tips from the form? 00:02:44.786 --> 00:02:49.186 One. Your first annual report is due the year after you form. 00:02:49.399 --> 00:02:53.906 If you're forming in December, you can set a January 1 effective date, and that 00:02:53.973 --> 00:02:55.746 first report moves out a year. 00:02:55.746 --> 00:02:59.666 Okay, one more thing. I'm Maya, by the way, here with Dan. 00:02:59.666 --> 00:03:00.946 Good to have you with us, Maya. 00:03:02.394 --> 00:03:05.354 Do I send my operating agreement to Sunbiz? 00:03:05.354 --> 00:03:07.434 No. Keep it with your records. 00:03:07.621 --> 00:03:11.514 It isn't filed with the Division of Corporations, and there's no state fee. 00:03:12.154 --> 00:03:13.753 So is it optional? 00:03:13.753 --> 00:03:17.994 Florida's LLC Act even recognizes oral or implied agreements. 00:03:18.154 --> 00:03:23.754 That's the case for writing it down: who owns what, how profits are split, who makes 00:03:23.818 --> 00:03:26.474 decisions, and what happens when a member leaves. 00:03:27.274 --> 00:03:29.114 What about the federal tax number? 00:03:29.114 --> 00:03:36.074 Apply for an EIN free with the IRS at IRS.gov, after Sunbiz has 00:03:36.141 --> 00:03:37.434 filed your Articles. 00:03:37.434 --> 00:03:38.794 What do I need? 00:03:38.794 --> 00:03:43.394 The Social Security number or ITIN of the person in charge. 00:03:43.464 --> 00:03:47.194 The online application issues the number right away if it's approved. 00:03:47.194 --> 00:03:49.194 Any reason to do it early? 00:03:49.194 --> 00:03:52.394 Yes. Florida's annual report asks for it. 00:03:52.394 --> 00:03:54.554 And the beneficial ownership report? 00:03:54.554 --> 00:03:58.354 Skip it. FinCEN no longer requires it from U.S. 00:03:58.382 --> 00:03:58.954 companies. 00:03:59.709 --> 00:04:01.069 What about the yearly work? 00:04:01.069 --> 00:04:05.629 An annual report with the Division of Corporations, filed online through Sunbiz 00:04:05.679 --> 00:04:12.748 between January 1 and May 1. It costs $138.75. 00:04:12.748 --> 00:04:14.189 Why such a specific number? 00:04:14.189 --> 00:04:20.349 It's a $50 report fee plus an $88.75 supplemental fee. 00:04:20.449 --> 00:04:23.389 And the first one is due the year after you form. 00:04:24.504 --> 00:04:26.509 What if I miss May 1? 00:04:26.509 --> 00:04:31.149 Florida adds a flat $400 late fee, with no waiver. 00:04:31.282 --> 00:04:36.349 If it's still not filed by the third Friday in September, the state dissolves the 00:04:36.529 --> 00:04:37.149 LLC. 00:04:37.149 --> 00:04:40.589 So the real deadline is earlier than it looks. 00:04:40.589 --> 00:04:45.789 May 1 is the line to watch. Most people set the reminder in January. 00:04:46.966 --> 00:04:47.926 Total it up for me. 00:04:47.926 --> 00:04:54.646 $125 to form it, then $138.75 a year for the 00:04:54.703 --> 00:04:59.766 annual report. The EIN is free, and there's no expedite to buy. 00:04:59.766 --> 00:05:01.046 And if I'm late? 00:05:01.046 --> 00:05:05.366 It becomes $538.75. That's the 00:05:05.426 --> 00:05:10.486 $138.75 plus the $400 late fee. 00:05:11.586 --> 00:05:14.466 Back to that December tip. Why does the date matter? 00:05:14.466 --> 00:05:18.066 Because the first annual report is due the year after you form. 00:05:18.258 --> 00:05:22.226 Form in December, and your first report is due in just a few months. 00:05:22.226 --> 00:05:24.066 And the effective date changes that? 00:05:24.066 --> 00:05:27.186 The form lets you set a January 1 effective date. 00:05:27.346 --> 00:05:32.226 Then the LLC counts as formed in the new year, and the first report moves out a 00:05:32.258 --> 00:05:32.558 year. 00:05:33.079 --> 00:05:34.146 Is that worth doing? 00:05:34.146 --> 00:05:38.786 If you form late in the year, it's the easiest bit of planning in the whole process, 00:05:38.806 --> 00:05:39.986 and it costs nothing. 00:05:41.223 --> 00:05:43.223 Let's put numbers on a three-year view. 00:05:43.223 --> 00:05:48.423 Year one is $125, to form. Years two and three are 00:05:48.463 --> 00:05:53.063 $138.75 each for the annual report. 00:05:53.239 --> 00:05:58.263 That's $402.50 in state fees over three years. 00:05:58.263 --> 00:06:02.343 And that's doing it all yourself, with your own registered agent. 00:06:02.343 --> 00:06:07.223 Right, assuming you act as your own agent at a Florida street address. 00:06:07.423 --> 00:06:10.663 Add a paid agent and the number rises from there. 00:06:10.663 --> 00:06:13.143 How does Mainstay stack up? 00:06:13.143 --> 00:06:19.383 $199 a year for three years is $597, and the 00:06:19.415 --> 00:06:23.303 $402.50 of state fees stays the same. 00:06:23.543 --> 00:06:29.943 So $999.50 in all, with the agent and the report filing included. 00:06:29.943 --> 00:06:31.543 And the others? 00:06:31.543 --> 00:06:38.023 $199 in year one, then $99 in years two and three, is 00:06:38.103 --> 00:06:43.863 $397. With the same $402.50, that's 00:06:43.903 --> 00:06:48.263 $799.50 if you file the report yourself. 00:06:49.900 --> 00:06:52.660 And for someone who doesn't want to file anything? 00:06:52.660 --> 00:06:59.260 There are three good options. Number one, our pick for Florida, is Mainstay Filing: 00:06:59.300 --> 00:07:02.380 $199 a year plus the state fee. 00:07:02.524 --> 00:07:07.580 With the $125, checkout comes to $324. 00:07:07.580 --> 00:07:10.380 What does the $199 cover? 00:07:10.380 --> 00:07:15.980 Your Articles filed on Sunbiz, your EIN application, and a registered agent every 00:07:16.060 --> 00:07:19.740 year. It renews at the same $199. 00:07:19.953 --> 00:07:25.180 In Florida, that also covers your annual report, prepared and filed before May 1 00:07:25.228 --> 00:07:30.820 each year. You pay only the $138.75 state fee. 00:07:30.820 --> 00:07:32.060 And number two? 00:07:32.060 --> 00:07:38.860 FL Registered Agent.org. It files your Articles for $199 plus the state 00:07:38.960 --> 00:07:42.620 fee, and its registered agent service is free for the first year. 00:07:42.753 --> 00:07:45.340 After that, it's $99 a year. 00:07:45.340 --> 00:07:46.540 Number three? 00:07:46.540 --> 00:07:53.500 Florida Registered Agent.io. The same deal: $199 plus the state fee, 00:07:53.540 --> 00:07:57.900 a free first year of registered agent service, then $99 a year. 00:07:57.900 --> 00:08:01.020 Why is Mainstay first if two and three get cheaper? 00:08:01.020 --> 00:08:06.300 Because of the report. If you'll file your own annual report each spring, two and 00:08:06.353 --> 00:08:10.620 three cost less from year two, at $99 for the agent alone. 00:08:10.860 --> 00:08:15.580 If you'd rather have the agent and the report handled together at one price, that's 00:08:15.644 --> 00:08:20.940 Mainstay. The $138.75 is the same either way. 00:08:22.565 --> 00:08:24.965 Give us the whole picture one more time. 00:08:24.965 --> 00:08:30.005 Choose a name with LLC in it, name a registered agent with a Florida street address, 00:08:30.069 --> 00:08:36.885 file your Articles of Organization on Sunbiz for $125, write an operating agreement, 00:08:37.025 --> 00:08:43.845 get your free EIN, and file the $138.75 annual report 00:08:43.905 --> 00:08:47.445 between January 1 and May 1 every year. 00:08:47.445 --> 00:08:51.925 The links to all three services, and the official sources, are in the show notes. 00:08:52.005 --> 00:08:56.005 Thanks for listening to The Business Formation Podcast, and good luck with your new 00:08:56.065 --> 00:08:57.445 Florida LLC.