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Free Florida (LLC) Limited Liablity Company Form - PDF Form Download

Florida (LLC) Limited Liablity Company Form Overall rating: ☆☆☆☆☆ 0 based on 0 reviews
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Download and Submit this form to the Secretary of State office of Florida along with a Fee of $125 to Form a LLC in the State of Florida.

Address of Secretary of State, Florida

By Mail

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

Street Address

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


Florida (LLC) Limited Liablity Company Form

Text Version of this Form

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FLORIDA DEPARTMENT OF STATE

DIVISION OF CORPORATIONS

WANTS YOU TO KNOW…

Business Identity Theft is a broad term that encompasses a wide variety of
crimes involving the unauthorized use of a business identity. Small and midsize
companies are tempting targets for criminals. 60% of small businesses close
within a year of being victims. In an effort to be more business friendly and to
heighten security, the Department of State has instituted an e-mail notification
process whereby business entities are sent e-mail notices when any changes are
made to their records. This e-mail notice will be sent to the previous e-mail
address of record. If the change was not authorized by a principal of the
business entity, you will be able to notify the Department utilizing a link
provided in the e-mail.

The 2012 Florida Statutes

817.155 Matters within jurisdiction of Department of State; false, fictitious, or fraudulent acts,
statements, and representations prohibited; penalty; statute of limitations.—A person may not, in any
matter within the jurisdiction of the Department of State, knowingly and willfully falsify or conceal a
material fact, make any false, fictitious, or fraudulent statement or representation, or make or use any
false document, knowing the same to contain any false, fictitious, or fraudulent statement or entry. A
person who violates this section is guilty of a felony of the third degree, punishable as provided in s.
775.082, s. 775.083, or s. 775.084.

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FLORIDA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS

Attached are the forms and instructions to form a Florida Limited Liability Company pursuant to Chapter
608, Florida Statutes. All information included in the Articles of Organization must be in English and must
be typewritten or printed legibly. If this requirement is not met, the document will be returned for
correction(s). The Division of Corporations suggests using the sample articles merely as a guideline.
Pursuant to s. 608.407, Florida Statutes, additional information may be contained in the Articles of
Organization.

The name of a limited liability company must be distinguishable on the records of the Florida Department
of State.

A preliminary search for name availability can be made on the Internet through the Division’s records at
www.sunbiz.org. Preliminary name searches and name reservations are no longer available from the
Division of Corporations. You are responsible for any name infringement that may result from your name
selection.

NOTE: This form for filing Articles of Organization is basic. Each limited liability company is a separate
entity and as such has specific goals, needs, and requirements. Additionally, the tax consequences arising
from the structure of a limited liability company can be significant. The Division of Corporations
recommends that all documents be reviewed by your legal counsel. The Division is a filing agency and as
such does not render any legal, accounting, or tax advice. The professional advice of your legal counsel to
ascertain exact compliance with all statutory requirements is strongly recommended.

Pursuant to s. 608.407, Florida Statutes, the Articles of Organization must set forth the following:

ARTICLE I:
The name of the limited liability company, which must end with the words “Limited Liability Company,”
the abbreviation “L.L.C.,” or the designation “LLC.” (The word “limited” may be abbreviated as “Ltd.” and
the word “company” may be abbreviated as “Co.”)

ARTICLE II:
The mailing address and the street address of the principal office of the limited liability company.

ARTICLE III:
The name and Florida street address of the limited liability company’s registered agent. The registered
agent must sign and state that he/she is familiar with and accepts the obligations of the position.

ARTICLE IV: The name and address of each Manager or Managing member. Insert “MGR” for each
Manager. Insert “MGRM” for each Managing Member. IMPORTANT: Most financial institutions
require this information to be recorded with the Florida Department of State.

CR2E047 (09/10)

———————– Page 3———————–

ARTICLE V: If an effective date is listed, the date must be specific and cannot be more than five
business days prior to or 90 days after the date of filing.

What is an effective date?
You may list an effective date if you would like the limited liability company’s existence to become
effective on a date other than the date it is filed by this office., The effective date can be up to 5 business
days prior to the date of receipt or up to 90 days after the date of receipt.

The entity’s first annual report form will be due January 1st of the calendar year following the year of

formation. If a limited liability company is created late in the calendar year and it doesn’t expect to
commence business until on or after January 1st of the upcoming year, it should add an effective date of

January 1 for the coming year.

If the effective date is in the next calendar year, it will delay the requirement to file an annual report until the
following calendar year. Example: A limited liability company is formed December 1, 2007. if it added an
effective date of January 1, 2008, the first annual report would not be due until January 1, 2009. If a 2008
effective was not listed, the first annual report would be due January 1, 2008.

Signature:
Articles of Organization must be executed by at least one member or authorized representative of a member,
and the execution of the document constitutes an affirmation under the penalties of perjury that the facts
stated therein are true.

FILING FEES:
$ 125.00 Filing Fee for Articles of Organization and Designation of Registered Agent
$ 30.00 Certified Copy (OPTIONAL)
$ 5.00 Certificate of Status (OPTIONAL)

A letter of acknowledgment will be issued free of charge upon registration. Please submit one check made
payable to the Florida Department of State for the total amount of the filing fees and any optional certificate
or copy.

A cover letter containing your name, address and daytime telephone number should be submitted along with
the articles of organization and the check. The mailing address and courier address are:

Mailing Address Street/Courier Address
Registration Section Registration Section
Division of Corporations Division of Corporations
P.O. Box 6327 Clifton Building
Tallahassee, FL 32314 2661 Executive Center Circle
(850) 245-6051 Tallahassee, FL 32301
(850) 245-6051
Important Information About the Requirement to File an Annual Report
All Florida Limited Liability Companies must file an Annual Report yearly to maintain “active” status.
The first report is due in the year following formation. The report must be filed electronically online
st st st
between January 1 and May 1 . The fee for the annual report is $138.75. After May 1 a $400 late fee is
added to the annual report filing fee. “Annual Report Reminder Notices” are sent to the e-mail address
st
you provide us when you submit this document for filing. To file any time after January 1 , go to our
st
website at www.sunbiz.org. There is no provision to waive the late fee. Be sure to file before May 1 .

Any further inquiries concerning this matter should be directed to the Registration Section by calling

———————– Page 4———————–

(850) 245-6051.

COVER LETTER

TO: Registration Section
Division of Corporations

SUBJECT:
Name of Limited Liability Company

The enclosed Articles of Organization and fee(s) are submitted for filing.

Please return all correspondence concerning this matter to the following:

Name of Person

Firm/Company

Address

City/State and Zip Code

E-mail address: (to be used for future annual report notification)

For further information concerning this matter, please call:

at ( )
Name of Person Area Code & Daytime Telephone Number

Enclosed is a check for the following amount:

$125.00 Filing Fee $130.00 Filing Fee & $155.00 Filing Fee &  $160.00 Filing Fee,
Certificate of Status Certified Copy Certificate of Status &
(additional copy is enclosed) Certified Copy
(additional copy is enclosed)

Mailing Address Street/Courier Address
Registration Section Registration Section
Division of Corporations Division of Corporations
P.O. Box 6327 Clifton Building
Tallahassee, FL 32314 2661 Executive Center Circle
Tallahassee, FL 32301

———————– Page 5———————–

ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I – Name:
The name of the Limited Liability Company is:

(Must end with the words “Limited Liability Company, “L.L.C.,” or “LLC.”)

ARTICLE II – Address:
The mailing address and street address of the principal office of the Limited Liability Company is:

Principal Office Address: Mailing Address:

ARTICLE III – Registered Agent, Registered Office, & Registered Agent’s Signature:
(The Limited Liability Company cannot serve as its own Registered Agent. You must designate an individual or another
business entity with an active Florida registration.)

The name and the Florida street address of the registered agent are:

Name

Florida street address (P.O. Box NOT acceptable)

FL
City, State, and Zip

Having been named as registered agent and to accept service of process for the above stated limited
liability company at the place designated in this certificate, I hereby accept the appointment as
registered agent and agree to act in this capacity. I further agree to comply with the provisions of
all statutes relating to the proper and complete performance of my duties, and I am familiar with
and accept the obligations of my position as registered agent as provided for in Chapter 608, F.S..

Registered Agent’s Signature (REQUIRED)

(CONTINUED)

Page 1 of 2

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ARTICLE IV- Manager(s) or Managing Member(s):
The name and address of each Manager or Managing Member is as follows:

Title: Name and Address:
“MGR” = Manager
“MGRM” = Managing Member

(Use attachment if necessary)

ARTICLE V: Effective date, if other than the date of filing: . (OPTIONAL)
(If an effective date is listed, the date must be specific and cannot be more than five business days
prior to or 90 days after the date of filing.)

REQUIRED SIGNATURE:

_________________________________________________
Signature of a member or an authorized representative of a member.

(In accordance with section 608.408(3), Florida Statutes, the execution of this document
constitutes an affirmation under the penalties of perjury that the facts stated herein are true.
I am aware that any false information submitted in a document to the Department of State
constitutes a third degree felony as provided for in s.817.155, F.S.)

_________________________________________________________
Typed or printed name of signee

Filing Fees:

$125.00 Filing Fee for Articles of Organization and Designation
of Registered Agent
$ 30.00 Certified Copy (Optional)
$ 5.00 Certificate of Status (Optional)

Page 2 of 2

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