Articles of Organization LLC Florida

What Are Florida Articles of Organization?

In Florida, the Articles of Organization are a legal document required to officially form a Limited Liability Company (LLC). This document is filed with the Florida Department of State, Division of Corporations, using the official form known as the "Articles of Organization for Florida Limited Liability Company." The Articles of Organization serve to provide essential information about the LLC to the state, including its name, address, registered agent, and management structure. Filing these articles is a crucial step in establishing the LLC as a recognized legal entity in Florida. It's important to note that while the Articles of Organization establish the LLC's existence, the internal governance and operational rules are typically outlined in a separate document known as the Operating Agreement.

Are Florida Articles of Organization Required?

Yes, filing the Articles of Organization is a legal requirement to form an LLC in Florida. Without filing this document, an LLC cannot be legally recognized by the state, which means it cannot conduct business, enter into contracts, or benefit from the liability protections typically afforded to LLCs. The formation and regulation of LLCs are governed by state law, and compliance with these requirements is essential for legal operation.

Information Required in Florida Articles of Organization

Name Requirements

In Florida, the name of an LLC must be distinguishable from other business entities registered in the state. The name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." This requirement ensures clarity and legal compliance, helping to prevent confusion with other businesses.

Florida Registered Agent and Registered Office

Every Florida LLC must designate a registered agent and a registered office. The registered agent is responsible for receiving legal documents on behalf of the LLC and must have a physical street address in Florida (not a P.O. Box). The agent must also consent to their appointment, ensuring they are aware of their role and responsibilities.

Management Structure

Florida recognizes two management structures for LLCs: member-managed and manager-managed. In a member-managed LLC, all members (owners) have the authority to make decisions and manage the business. In a manager-managed LLC, the members appoint one or more managers to handle the business operations. The choice of management structure affects the authority within the LLC and must be specified in the Articles of Organization.

Organizer Information

The organizer is the individual or entity responsible for filing the Articles of Organization. The organizer does not need to be an owner or manager of the LLC. Their role is primarily administrative, ensuring that the necessary documents are completed and submitted to the state.

Purpose Statement

Florida allows LLCs to include a general purpose statement in their Articles of Organization, which means the LLC can engage in any lawful business activity. However, some businesses may choose to include a specific purpose if they wish to limit the scope of their operations.

Certificate of Formation Effective Date

In Florida, the effective date of the LLC can be immediate upon filing or delayed to a future date specified in the Articles of Organization. This flexibility allows businesses to plan their start date according to their operational needs.

How to File Florida Articles of Organization

Online

The Florida Department of State offers an online filing system for submitting the Articles of Organization. This method is often preferred due to its convenience and faster processing times compared to mail.

Mail

Alternatively, the Articles of Organization can be filed by mail using the appropriate state form. Mailed filings generally take longer to process, so businesses should plan accordingly if choosing this method.

Florida Articles of Organization Filing Fee

The filing fee for submitting the Florida Articles of Organization is $125. This fee is paid to the Florida Department of State, Division of Corporations, at the time of filing.

What Happens After Filing Florida Articles of Organization?

Once the Articles of Organization are approved, the LLC is legally formed and can begin conducting business in Florida. The LLC becomes eligible to obtain an Employer Identification Number (EIN) from the IRS, which is necessary for tax purposes and opening a business bank account. Additionally, the LLC should adopt an Operating Agreement to outline its internal governance. Florida issues a certificate of status upon request, and certified copies of the Articles can also be obtained if needed.

Common Mistakes When Filing Florida Articles of Organization

Common mistakes when filing the Articles of Organization include providing incorrect registered agent details, selecting the wrong management structure, and confusing the Articles of Organization with the Operating Agreement. Ensuring accuracy and understanding the distinct roles of these documents can help avoid delays and legal issues.