Who this is for
- Florida residents forming a new Florida LLC with one owner or several
- New Florida LLC owners planning the first annual report and state tax registrations
- Florida LLC owners weighing a corporate tax election
Not covered here
- Forming a Florida LLC while living outside Florida or the US
- Reinstating an LLC that was administratively dissolved
- Choosing between S corporation and C corporation tax treatment
- Registering an LLC formed in another state to do business in Florida
How do you start an LLC in Florida, and how much does it cost?
You file Articles of Organization with the Florida Division of Corporations on its Sunbiz site and pay $125: a $100 filing fee plus a $25 registered agent designation (LLC fees). File online and pay by card, or print the form and mail it with a check or money order; either way the Division processes filings in the order received and gives no fixed time (Florida LLC e-filing).
- Search Sunbiz for names already on record; the Division decides whether yours is distinguishable when it files the articles.
- Line up a registered agent with a Florida street address who will sign the articles.
- File the articles and pay.
- After Sunbiz posts the LLC: get an EIN, sign an operating agreement, open a bank account.
- Register with the Florida Department of Revenue if the LLC sells taxable goods or services or hires.
- File an annual report every year from the year after formation.
Florida does not require an LLC: a sole proprietor can work under their own legal name, but must register a fictitious name with the Division before doing business under any other name (Florida Statutes 865.09). What an LLC changes is in LLC or sole proprietorship.
The filing itself is routine. What takes judgment is around it: two or more owners (a partnership return unless the LLC elects corporate tax), an election to be taxed as an S or C corporation (it changes the federal and Florida returns and puts working owners on payroll), hiring, and an annual report that was missed.
Gather before you file: the LLC name, the principal office street address and a mailing address, the registered agent's name and Florida street address, the names and street addresses of any managers or authorized representatives, an email address for state notices, and a payment method.
What goes in Florida Articles of Organization, and what becomes public?
The articles must give the LLC's name, the street and mailing addresses of its principal office, and its registered agent's name, Florida street address and written acceptance (Florida Statutes 605.0201). Everything on the document becomes public record on the Division's website.
| Item on the articles | Rule (Sunbiz instructions) |
|---|---|
| Name | Must include "Limited Liability Company", "LLC" or "L.L.C." (a professional LLC: "Chartered", "Professional Limited Liability Company", "P.L.L.C." or "PLLC") and be distinguishable on the state's records. Do not use it until the filing is acknowledged. |
| Principal place of business | A street address. |
| Mailing address | Optional if the same; a post office box is accepted. |
| Registered agent | A Florida resident, or a business with an active Florida filing, at a physical Florida street address, not a post office box. The LLC cannot be its own agent, but an owner can serve. The agent signs to accept. |
| Purpose | Optional, except that a professional LLC must state one specific professional purpose, such as the practice of law. |
| Managers or authorized representatives | Optional names and street addresses of people or businesses. Do not list members. A bank, or the state when you apply for a workers' compensation exemption, may need one on the record. |
| Effective date | Optional: up to five business days before, or 90 days after, Sunbiz receives the articles. |
| Signature | At least one authorized representative; typing a name online counts as signing. |
| Where the filing acknowledgment and future state notices go. |
For who can act as agent and what happens if one resigns, see registered agents.
What do you do after Sunbiz posts your LLC?
Sunbiz sends a confirmation letter with the LLC's document number and filed date, by email for online filings and by mail for paper ones; a free image of the filed articles can be downloaded once posted (Florida LLC e-filing). Then set up the tax and money side.
- EIN: the IRS issues one online, free; the IRS warns that you never have to pay a fee for an EIN (IRS). The online application needs the responsible party's SSN or ITIN; without one, see an EIN without an SSN. Whether a one-owner LLC needs one: EIN for a single-member LLC.
- Operating agreement: Florida does not file it. Florida law lets it be oral, implied, written or a mix, even for a single member (Florida Statutes 605.0102). With two or more owners, it sets each owner's share; without one, distributions follow the agreed value of each member's contributions in the LLC's records (Florida Statutes 605.0404). What to put in writing: operating agreement tax terms.
- Bank account: keep the LLC's money apart from yours; see business bank accounts.
- EIN on state records: the annual report asks for the LLC's federal employer identification number (Florida Statutes 605.0212).
Sunbiz pages still carry a federal beneficial ownership notice; whether your LLC files anything is covered in who still files a BOI report. The full first-month checklist is in after you form your company.
When is the Florida LLC annual report due, and what is the fee?
The first annual report is due between January 1 and May 1 of the year after the year the articles took effect, and every year after that (Florida Statutes 605.0212). The fee is $138.75 (LLC fees).
- Online: until 11:59 p.m. Eastern on May 1; card payments post immediately.
- By mail: the payment voucher and check must be postmarked on or before May 1 (annual report).
- No changes is no exemption: the report is required every year to stay active. It is not a financial statement; it confirms the LLC's addresses, registered agent, managers and EIN, and can update them. It cannot change the LLC's name. It must name, with an address, at least one person with authority to manage the LLC, even if the articles listed none (Florida Statutes 605.0212), and it is public like the articles.
- Formed late in the year: an LLC filed between October 1 and December 31 can list January 1 as its effective date if it will not do business until then and January 1 is within 90 days of filing (Florida Statutes 605.0207). Its existence then starts January 1, and its first report moves out a year (Sunbiz instructions).
Keep the document number at hand; the report asks for it.
What happens if a Florida LLC annual report is late or never filed?
A report received after May 1 costs $538.75, the $138.75 fee plus a $400 late fee (LLC fees). The late fee applies the day after May 1, not only at dissolution; an LLC reinstated after dissolution pays the reinstatement fee instead of the late fee (Florida Statutes 607.193).
| Report filed | Cost | Result |
|---|---|---|
| January 1 to May 1 | $138.75 | Active |
| After May 1, by 5:00 p.m. Eastern on the third Friday of September (by card, until 5:00 p.m. on the fourth Friday) | $538.75 | Active |
| Not filed by then | Reinstatement: $100.00 plus each year's annual report fee | Administratively dissolved at the close of business on the fourth Friday of September |
The deadlines come from Florida Statutes 605.0714; the annual report page gives each year's exact last days to pay by check and by card. Until it files and pays, an LLC cannot bring or defend a lawsuit in a Florida court (Florida Statutes 605.0212). To fix a dissolution, see reinstating your company.
Does a Florida LLC pay Florida income tax?
Usually not. Florida has no personal income tax; its constitution bars a state tax on the income of individual residents beyond what a federal credit would allow (Florida Constitution, Article VII, Section 5). Its corporate income tax reaches an LLC's income only when the LLC is taxed as a corporation or a corporation owns all or part of it (Florida Department of Revenue). How the IRS classifies the LLC decides both returns (IRS).
| IRS classification | Federal return | Florida income tax return |
|---|---|---|
| One member, no election (disregarded) | Owner's Form 1040, usually Schedule C, E or F | None for the LLC. If a corporation owns it, the corporation reports the LLC's income on its Form F-1120. |
| Two or more members, no election (partnership) | Form 1065, with a K-1 for each member | None, unless a member is a corporation: then the LLC files Form F-1065 and that member files Form F-1120. |
| Elected C corporation | Form 1120 | Form F-1120 every year, even with no tax due. Tax is 5.5% of Florida net income after a $50,000 exemption, prorated for a tax year under 12 months and shared within a controlled group (Florida Statutes 220.14). Estimated payments on Form F-1120ES if the year's tax is over $2,500. |
| Elected S corporation | Form 1120-S | Form F-1120 only for a year the company owes federal tax at the company level (excess net passive income, LIFO recapture or built-in gains tax, Form 1120-S line 23c), on that income only. |
For a calendar-year company, Form F-1120 is due May 1, the same day as the annual report. A late F-1120 costs 10% of the unpaid tax for each month or part of a month, up to 50%, plus interest; with no tax due it still costs $50 a month, up to $300 (Florida Department of Revenue; Florida Statutes 220.801; Form F-1120 instructions).
An election changes both returns from its effective date. For C corporation tax the LLC files Form 8832, signed by every member or an authorized manager, effective up to 75 days before or 12 months after filing; for S status it files Form 2553, with every member's consent, within 2 months and 15 days after the tax year begins or any time in the year before (Form 8832; Form 2553 instructions). Electing after the LLC has run as a partnership or disregarded entity is treated as moving its assets and debts into a new corporation (26 CFR 301.7701-3). Before electing, weigh it with S corporation from day one and an LLC taxed as a C corporation. What else an owner pays in a no-income-tax state is in states with no income tax.
Which Florida Department of Revenue accounts does a new LLC need?
Only the ones its activity triggers: sales and use tax before it sells taxable goods or services, and reemployment tax once its payroll meets the state's test. Both are opened with the online Florida Business Tax Application or paper Form DR-1.
| Account | When the LLC needs it | Key figures |
|---|---|---|
| Sales and use tax | Before it starts selling taxable items at retail, repairing goods, renting short-term lodging or equipment, charging admissions, or providing certain taxable services. Each location registers. | 6% state rate plus any county surtax. File every period, even with no tax due. |
| Reemployment tax | A calendar quarter's payroll of $1,500 or more, or an employee on any day in 20 weeks of a year, among other tests. Report initial employment in the month after the quarter it begins. | 2.7% initial rate on the first $7,000 of each employee's wages for the year. |
How the LLC is taxed changes who counts as an employee. If it files federally as an S or C corporation, a member who works for it is an employee for reemployment tax. Members of an LLC taxed as a partnership, and the owner of a one-owner disregarded LLC, are not, but the LLC still registers and pays for any other employees, except exempt family pay: wages to an owner's spouse or parent, or to an owner's child under 21 (with two or more members, only if the relative is related that way to every member) (reemployment tax for LLCs).
The LLC does not shield tax it collects or withholds. A person responsible for paying over tax withheld from employees who willfully fails to is personally liable for the full amount (26 U.S.C. 6672), and Florida adds a penalty of twice the tax on any person required to collect sales tax who willfully fails to pay it over (Florida Statutes 213.29). For the first payroll and how long that liability lasts, see setting up payroll.
Counties and cities may also charge a local business tax for doing business there (Florida Statutes 205.032 and 205.042); ask your county and city. For selling online, see an LLC for an online store.
What does a Florida LLC cost in its first year?
The state's own fees are the $125 to file and $138.75 for each annual report, starting the year after formation. Everything else depends on choices and activity.
| Item | When | Cost |
|---|---|---|
| Articles of Organization and agent designation | At filing | $125 |
| Certified copy and certificate of status | At filing, optional | $30 and $5 |
| EIN | After Sunbiz posts the LLC | No fee from the IRS |
| First annual report | January 1 to May 1 of the next year | $138.75 |
| Same report, received after May 1 | After May 1 | $538.75 |
| Form F-1120 | Only if taxed as a corporation | Tax on Florida net income above the exemption |
| Not set by the state | If chosen or required | A paid registered agent, local business tax, bank fees |
Compare other states in LLC annual fees by state.
Example
These examples are illustrative and use US dollars.
A Miami photographer forms a single-member LLC in June
She files the articles online in June and pays $125. She gets a free EIN and opens a business account. The LLC files no Florida income tax return, and its profit goes on Schedule C of her Form 1040. Between January 1 and May 1 of the next year she files the first annual report for $138.75, bringing the state's fees to $263.75 so far. If she sells prints, she registers for sales tax before the first sale.
The annual report is filed on May 10
The same LLC files its report on May 10 instead of by May 1. The fee is $538.75 instead of $138.75: the $400 late fee applied the day after May 1. Had she not filed by the third Friday of September, the LLC would have faced administrative dissolution on the fourth Friday.
A Tampa LLC elects to be taxed as a C corporation
In a full calendar year, the LLC has $200,000 of taxable income, all of it apportioned to Florida with no Florida adjustments and no related corporation sharing the exemption. It subtracts the $50,000 exemption, leaving $150,000, and owes $8,250 at 5.5% on Form F-1120, due May 1 for a calendar year. Since that is over $2,500, it pays the tax during the year in estimated installments on Form F-1120ES. Because it is taxed as a corporation, the owner who works in the business counts as an employee for Florida reemployment tax once the LLC meets the payroll test.
Different for you?
- You live outside Florida or the US: see a Florida LLC for nonresidents and get business formation help before you file.
- You are in the US on a work or student visa: see starting an LLC on a visa.
- You are not sure you need an LLC at all: compare LLC or sole proprietorship and a DBA and an LLC.
- You already run the business as a sole proprietor: see sole proprietor to LLC.
- Two or more owners: unless it elects corporate tax, the LLC files Form 1065 and a K-1 for each owner; see a CPA for a multi-member LLC and get business formation help before the first profit split.
- You and your spouse will own it together: with no election the LLC files Form 1065; the married-couple election to file as sole proprietors does not cover an LLC (IRS). See spouse and family LLCs and get business formation help before the first return.
- You are weighing an S or C corporation election: start with S corporation from day one or an LLC taxed as a C corporation, and get business formation help before the deadline passes.
- You are hiring: see setting up payroll, register for reemployment tax, and get bookkeeping help in place before the first paycheck.
- A report was missed or the LLC was dissolved: see reinstating your company and get business formation help.
- You are moving to Florida with a company formed elsewhere: see moving your company to another state.
- You sell online: see an LLC for an online store.
- The LLC will hold rental property: see rental property in an LLC.
Figures on this page
| Figure | Value | Source |
|---|---|---|
| Florida total state fee to form a new Florida LLC Filing fee $100 plus required registered agent designation fee $25, shown on the Division's fee page as the total fee for a new Florida or foreign LLC | $125 | Florida Division of Corporations: LLC fees Checked |
| Florida annual report filing window Florida annual reports are due every year between these dates. | January 1 and May 1 | Florida Department of State: Manage/Change with E-Filing Checked |
| Florida LLC annual report fee If filed from January 1 to May 1 | $138.75 | Florida Division of Corporations: LLC fees Checked |
| Florida LLC annual report fee when received after May 1 Annual report fee plus the late fee; a mailed report must be postmarked by May 1 to avoid it | $538.75 | Florida Division of Corporations: LLC fees Checked |
| Florida LLC Articles of Organization filing fee Required filing fee for original articles of organization (Florida Statutes 605.0213(2)); the registered agent designation fee is separate | $100 | Florida Division of Corporations: LLC fees Checked |
| Florida LLC registered agent designation fee Required with the articles of organization; the same fee applies to a later change of registered agent (Florida Statutes 605.0213(7)) | $25 | Florida Division of Corporations: LLC fees Checked |
| Florida annual report late fee Late fee after May 1 for profit corporations, LLCs, limited partnerships and limited liability limited partnerships. | $400 Tax year 2026 | Florida Department of State: File Annual Report Checked |
| Florida LLC reinstatement fee Base fee for reinstating an administratively dissolved Florida LLC; annual-report fees are additional | $100.00 | Florida Department of State: File reinstatement Checked |
| Florida corporate income tax rate Tax years beginning on or after January 1, 2022 | 5.5% | Florida Department of Revenue: Corporate income tax Checked |
| Florida corporate income tax exemption Subtracted from Florida net income (Florida Statutes s. 220.14); the department's page dates the amount as of December 31, 2015 | $50,000 | Florida Department of Revenue: Corporate income tax Checked |
| Florida corporate income tax: yearly tax above which estimated payments are required A corporation owing more than this in Florida corporate income tax for the year makes estimated payments on Form F-1120ES; underpayment carries a 12% a year penalty | $2,500 | Florida Department of Revenue: Corporate income tax Checked |
| Florida Form F-1120 late-filing penalty when tax is due, per month Of the unpaid tax due with the return, for each month or fraction of a month the return is late (Florida Statutes 220.801(1)); interest is added | 10% | Florida Department of Revenue: Corporate income tax Checked |
| Florida Form F-1120 late-filing penalty when tax is due, maximum Total cap on the late-filing penalty, as a share of the unpaid tax (Florida Statutes 220.801(1)) | 50% | Florida Department of Revenue: Corporate income tax Checked |
| Florida Form F-1120 late-filing penalty when no tax is due, per month Per month or fraction of a month the return is late, when no tax is due | $50 | Florida Department of Revenue: Corporate income tax Checked |
| Florida Form F-1120 late-filing penalty when no tax is due, maximum Cap on the per-month penalty for a late return with no tax due | $300 | Florida Department of Revenue: Corporate income tax Checked |
| Form 8832 retroactive effective-date limit An entity classification election generally cannot take effect earlier than this before filing | 75 days | IRS: Form 8832 and instructions Checked |
| Form 8832 future effective-date limit An entity classification election generally cannot take effect later than this after filing | 12 months | IRS: Form 8832 and instructions Checked |
| Form 2553 ordinary election deadline File after the effective tax year begins; filing during the preceding tax year is also permitted | 2 months and 15 days | IRS: Instructions for Form 2553 Checked |
| Florida general state sales and use tax rate County discretionary sales surtax is added where a county imposes one; a few items carry other rates | 6% | Florida Department of Revenue: Sales and use tax Checked |
| Florida reemployment tax liability: quarterly payroll test An employer is liable if at least one calendar quarter's payroll reaches this amount in a calendar year; an employee in any 20 weeks of a year and other tests also create liability | $1,500 | Florida Department of Revenue: Reemployment tax Checked |
| Florida reemployment tax initial rate for new employers Applied to the taxable wage base per employee; employers with stable records get reduced rates after a qualifying period | 2.7% | Florida Department of Revenue: Reemployment tax Checked |
| Florida reemployment tax taxable wages per employee per year Only the first wages up to this amount paid to each employee in a calendar year are taxable | $7,000 | Florida Department of Revenue: Reemployment tax Checked |
| Florida LLC certified copy of articles (optional) Optional when filing the articles; a free image of the filed articles can be downloaded from Sunbiz once posted | $30 | Florida Division of Corporations: Florida LLC e-filing Checked |
| Florida LLC certificate of status fee Per certificate for an LLC; states whether fees and penalties are paid and the latest annual report is filed (s. 605.0211) | $5 | Florida Division of Corporations: LLC fees Checked |
Primary sources
- Florida Division of Corporations: Florida LLC e-filing
- Florida Division of Corporations: Instructions for Articles of Organization
- Florida Division of Corporations: LLC fees
- Florida Division of Corporations: File annual report
- Florida Statutes 605.0201: Articles of organization
- Florida Statutes 605.0102: Definitions (operating agreement)
- Florida Statutes 605.0212: Annual report
- Florida Statutes 605.0714: Administrative dissolution
- Florida Statutes 605.0404: Sharing of distributions
- Florida Statutes 865.09: Fictitious name registration
- Florida Statutes 220.14: Corporate income tax exemption
- Florida Constitution, Article VII, Section 5
- Florida Statutes 605.0207: Effective date and time
- Florida Statutes 205.032: Local business tax, counties
- Florida Statutes 205.042: Local business tax, municipalities
- Florida Department of Revenue: Corporate income tax
- Florida Department of Revenue: Instructions for Form F-1120 (F-1120N)
- Florida Department of Revenue: Sales and use tax
- Florida Department of Revenue: Reemployment tax
- Florida Department of Revenue: Reemployment tax for limited liability companies
- IRS: Limited liability company
- IRS: LLC filing as a corporation or partnership
- IRS: Single member limited liability companies
- IRS: Get an employer identification number
- IRS: Election for married couples unincorporated businesses
- Florida Statutes 607.193: Supplemental corporate fee
- Florida Statutes 220.801: Penalties for late returns
- Florida Statutes 213.29: Failure to pay over collected tax
- IRS: Form 8832 and instructions
- IRS: Instructions for Form 2553
- 26 CFR 301.7701-3: Classification of certain business entities
- US Code: 26 U.S.C. 6672
About this guide
Published by Cloud Accounting under standing professional approval. This version has no separately recorded personal review. It explains general rules for the tax year shown. It is not advice for your situation.
Changes
- : First published.