Single Member vs Multi-Membered Florida LLC

Single Member vs Multi-Membered Florida LLC

A single-member LLC is simply an LLC comprised of a single person or entity. If you are interested in forming an LLC in the state of Florida, the main difference to be aware of between a single-member LLC and a multi-member LLC is the number of members. Aside from this distinction, both LLC types share the same benefits.

How to Form Your Florida Single-Member LLC

In order to form a single-member LLC in the state of Florida, here are the following steps you must follow to ensure a successful formation:

Choose a Name for Your LLC

  • Choose a name for your LLC that is unique from other active businesses in the state. To ensure your name is not currently in use, check the state records at the Division of Corporations website. Performing an entity search will allow you to see which names are already registered in Florida.
  • Additionally, your Florida LLC must include an entity signifier, such as “LLC”, “LC”, “L.L.C.”, or “Limited Liability Company”. This signifier must be part of your official company name.
  • Also note that while some states allow companies to reserve names in advance of their formation, Florida does not allow this. All LLC name selection in Florida is done on a first come basis.

File Articles of Organization

  • To form your Florida LLC, you must file Articles of Organization with the Division of Corporations.
  • Your articles will include information about your LLC, such as its name, principal place of business, and other contact information.
  • Additionally, you will be required to include the name and street address of your registered agent, member names and contact information, as well as other information pertaining to the roles and ownership of each member.
  • The Articles of Organization form can be completed at the Division of Corporations website or printed and mailed in. The filing fee for your articles is $125.

Designate a Registered Agent

  • When choosing a registered agent for your LLC, you must be certain that the individual or entity meets all requirements set by the state of Florida.
  • To serve as a registered agent, an individual must be a Florida resident with a physical street address in the state. If you select an out-of-state entity to serve as your LLC’s registered agent, that entity must have authorization to conduct business in Florida, as well as have a physical street address in the state.
  • Your LLC must designate and maintain a registered agent to remain active and in good standing with the state of Florida.
  • The registered agent must be available during regular business hours to receive legal papers and other important documents on behalf of your LLC.
  • If your registered agent changes at any point, be sure to update this information with the state of Florida to ensure good standing.

File Your Annual Report

  • Your single-member LLC is required to file an annual report with the state of Florida each year.
  • The purpose of the report is to confirm your LLC’s information or update any changes that may pertain to your registered agent, membership, contact information, or addresses.
  • The annual report is due by May 1st of each year. Your report can be mailed or filed online at the Florida Divisions of Corporations website. The filing fee or annual reports in Florida is $138.75. If you are late filing the report, your LLC will be assessed a $400 late fee.

Drafting a Single-Member LLC Operating Agreement

When drafting the operating agreement for your single-member LLC in Florida, keep the following information in mind:

  • If you are forming a single-member LLC, there is no requirement to draft an operating agreement. However, if you choose to do so, the operating agreement serves as an agreement between the single member and the LLC.
  • This agreement can outline the company’s management structure, as well as member duties, rights, and obligations. Through this outlining process, the agreement helps to separate the single member’s personal finances from that of the LLC’s finances.
  • In the state of Florida, if an LLC does not stipulate whether it is manager-managed or member-managed, it will receive the state’s default classification, which is member-managed.
  • If you are a single-member LLC without any employees and a “disregarded entity” tax status, then you are not required to obtain an Employer Identification Number (EIN) from the IRS. In this case, the single member reports the LLC profits and losses on a personal tax return.
  • If your single-member LLC does have employees or is taxed as a corporation, then an EIN should be obtained from the IRS.