The Florida LLC, explained honestly

A Florida LLC is a limited liability company formed under the Florida Revised Limited Liability Company Act, Chapter 605 of the Florida Statutes. It is filed with the Division of Corporations, which everyone — including the Division — calls Sunbiz.

Florida is among the largest formation markets in the United States by volume of new filings. We have not been able to source a precise ranking to a Division of Corporations statistic, so we are not going to give you one: the figures in circulation come from the federal business-formation series, which counts applications for employer identification numbers rather than LLC formations.

One further currency point. Florida amends Chapter 605 most years — 2024 and 2025 both touched it, and the 2025 session added an entire new Part on protected series. Anything you read about Florida LLCs, including this page, needs a date attached to it. Ours is at the top.

Everything here is something you can do yourself at Sunbiz, and the state fee is the same whoever files it.

The name

The name must satisfy §605.0112 — a permitted designator, distinguishable on the Division’s records from every existing entity, and consent for words tied to regulated activities. Check availability on Sunbiz before filing rather than after: the fee is not refunded if the name is rejected.

The articles of organization

§605.0201 sets out what must be in them: the name, the principal office address, the mailing address, and the registered agent’s name, Florida street address and written acceptance. Notably, it does not require any member or manager to be named.

What it costs to file, and a trap on the state’s own page

The Division’s fee page prints a total of $160.00, but that figure includes the certified copy and the certificate of status, neither of which you have to buy. Forming a Florida LLC costs $125. A reader consulting the state’s own page can reasonably conclude otherwise, which is worth knowing before you budget.

For contrast, and stated as a fact rather than a suggestion: a Florida corporation costs $70 to form — $35 plus a $35 registered agent designation — against an LLC’s $125. In Florida the corporation is the cheaper entity to create. It is also the more expensive one to keep, at a $150 annual report against the LLC’s $138.75, so the position reverses in about the fourth year. Which form suits you is a legal and tax question about your circumstances, and a $55 difference is not the part of it that matters.

Immediately after filing

• Get an EIN from the IRS. It is free — the IRS says so in terms, and anyone charging you is charging for form-filling. In Florida there is a second reason to care about the number, covered below.
• Consider an operating agreement. Chapter 605 does not require one and it is not filed with the state.
• Register with the Florida Department of Revenue if you will have sales, employees or taxable activity in Florida.
• Check whether the county or municipality where you actually operate requires a local business tax receipt.
• Diarise 1 May. That date is the single most expensive thing on this page to forget.

Every Florida LLC files an annual report between 1 January and 1 May, every year, regardless of whether it traded. Florida owners generally call this “renewing the LLC”, and the state calls it an annual report; they are the same filing.

That $400 is not a percentage or a sliding scale. It attaches the moment 1 May passes, and it is four hundred dollars whether you are one day late or four months late. You can verify it by subtraction from the Division’s own two published prices, which is the cleanest proof available.

Florida has three dates, not one

Most Florida content stops at 1 May and leaves the reader assuming that missing it dissolves the company. It does not.

So missing 1 May costs $400 and starts a clock that runs into September. Two further things follow from the statute. The notice-and-60-days procedure in §605.0714(3)–(4) applies to the other grounds for dissolution and expressly not to the annual report one — so on the report route you are entitled to no warning before it happens. The Division does send courtesy email reminders, but nothing conditions dissolution on your having received one. The calendar is the notice.

Florida is not a privacy state, and on one measure it is the most exposed register of any state commonly used for formation. That is worth knowing before you file, not after.

The register publishes your EIN, and you can search backwards from it

This is the fact that has no equivalent in Wyoming, Delaware, New Mexico, Nevada or Montana. §605.0212(1)(d) requires the annual report to state “the company’s federal employer identification number or, if none, whether one has been applied for”. Sunbiz then displays that number in full on the free public entity record — not masked, not truncated.

It also indexes it. Sunbiz runs a search-by-FEI-number tool, so anyone holding an EIN can find the company it belongs to. And the results page continues in ascending EIN order through unrelated companies, which makes the mapping enumerable rather than merely queryable. Florida additionally publishes free bulk downloads of the whole database.

The annual report names someone, every year

§605.0212(1)(e) requires “the name, title or capacity, and address of at least one person who has the authority to manage the company”. Wyoming, Delaware and New Mexico require nothing comparable at any point. That is the real difference between Florida and the states marketed on privacy — not what appears at formation, but that Florida compels a disclosure every single year.

§605.0201 does not require members or managers on the articles, and some guides read that as “Florida does not require names”. It defers the requirement; it does not remove it. The first annual report arrives within about sixteen months of formation, and the field has to be completed then.

One more point that follows from the report being annual rather than one-off: §605.0212(2) requires the information to be current as at the date it is delivered. Moving house does not remove an address from the Florida register. It obliges you to publish the new one.

Some providers claim Florida offers asset protection, and the phrase is quoted here so it can be tested rather than repeated. Florida is the state where this was actually litigated, and it is the state whose statute is most explicit about the answer — which cuts both ways depending on how many members your LLC has.

The background is Olmstead v. FTC, 44 So. 3d 76 (Fla. 2010), in which the Florida Supreme Court held that a charging order was not the exclusive remedy against a single-member LLC and a creditor could reach the whole interest. It is the most-cited authority in the country for single-member weakness. It construed §608.433(4), which no longer exists — the legislature responded, and the current provision is §605.0503.

So Florida is not the weak state. Florida is the explicit state. A multi-member Florida LLC sits alongside Wyoming and Delaware, all three barring foreclosure outright. A single-member Florida LLC is expressly weaker than both, with a defined trigger and a defined consequence — and Florida is the only one of the four that says so in its own text rather than leaving it to a court.

A Florida court has applied the current section, and the creditor lost

Almost everything written about Florida charging orders cites Olmstead, which construed a repealed provision. There is authority on the live one. In Abukasis v. MTM Finest, Ltd., 199 So. 3d 421 (Fla. 3d DCA 2016), a trial court had ordered a member’s interest transferred to the judgment creditor “with full rights of ownership” against a judgment of about $179,000. The Third District reversed, finding no authority for an order directly transferring an interest to a creditor and holding that the process had “failed to conform with even the most rudimentary requirements of section 605.0503”. The court described what is available as a charging order, or a charging order followed by a foreclosure sale.

Two things follow. The two-track structure in the table above is not merely our reading of the text — a Florida appellate court has described it the same way. And the section has procedural teeth: a creditor holding a judgment and a court order lost both for not following it. What the case does not do is decide the single-member question — the report does not disclose the member count and the court drew no such distinction, so it should not be cited as though it did.

What the shield does not cover

• A personal guarantee. By far the most common way the protection is defeated in practice, and no statute affects it — you agreed to be liable.
• Your own acts. Being a member does not help you if you did the thing.
• Unpaid payroll and trust-fund taxes, for which responsible individuals can be personally liable.
• Fraudulent transfer — moving assets to defeat a creditor.
• And it never protects the assets inside the company from the company’s own creditors. That is not what it is for.

On veil-piercing Florida is comparatively strict, requiring improper conduct rather than mere disregard of formalities. That is a genuine point in Florida’s favour and it is rarely stated.

There are four grounds for administrative dissolution under §605.0714: the annual report, an unpaid fee or penalty, failure to maintain a registered agent under §605.0113, and failure to file a statement of change within 30 days of an agent change. Two of the four are registered-agent grounds. Under the old Chapter 608 that list was open-ended; under Chapter 605 it is closed, which is a real improvement in predictability that nobody mentions.

Reinstatement is available under §605.0715, and Florida is generous on two points that matter. There is no time limit — the statute permits it “at any time after the effective date of dissolution”, reaching back even to entities dissolved under the repealed Chapter 608. And it relates back: §605.0715(4)(a) gives express relation-back, so the reinstated company is treated as having continued throughout. Your name is held for one year.

An arithmetic inversion worth understanding before it applies to you

§607.193(2)(b) contains exactly one exception to the $400 late charge, and it is not hardship or a first offence. The charge does not apply where an entity was administratively dissolved for failing to file and then applies for reinstatement. So back reports on a reinstatement are billed at the plain rate.

A certificate of status costs $5, which is the cheapest of the four states we have written about — Wyoming’s is free, New Mexico’s is $25, and Delaware charges $50 or $175 depending on the form.

The headline is true and it is the main reason people form in Florida. It is also narrower than it sounds, and the constitution is more interesting than the summary.

There is no Florida personal income tax, and there has not been for a long time. But the constitution does not say what almost every source says it says, and the difference matters to the one question the “no state income tax” pitch invites and never answers: how durable is it?

Read to the end of that sentence. It is not a prohibition — it is a ceiling, pegged to a federal credit. Florida’s own tax code paraphrases it as mandating “that no income tax be levied upon natural persons”, and every secondary source repeats the paraphrase, but the constitutional text is narrower. The permitted amount is effectively nil because the federal credit mechanism it refers to does not exist, so the practical outcome matches the marketing exactly. The mechanism does not. The words a future legislature would have to change are not “no income tax”, because the constitution does not contain them.

Forming in Florida does not change where you are taxed

State income tax follows residence and where the business actually operates, not the state of organization. A Florida LLC run from California by a California resident is taxed by California, and California’s $800 minimum franchise tax generally applies to it as well. Florida having no personal income tax does nothing for someone who does not live in Florida — which is the single most common misunderstanding about this state.

Every rate above is a rate, not your answer. What you owe depends on facts we do not have, and the classification and corporate-owner questions in particular turn on details that change the result entirely. Put them to a qualified accountant or tax professional before relying on any of it.

Every Florida LLC must continuously maintain a registered agent with a Florida street address, and the agent must sign an acceptance. Florida charges a separate $25 registered agent designation fee at formation, on top of the $100 filing fee. You may act as your own agent if you have a Florida street address and are there during business hours, which puts your name and that address on the public record.

One genuine convenience: under §605.0212(5), agent details on the annual report that differ from the Division’s records count as a statement of change under §605.0114, so you can change agent through the report at no extra filing fee. Two caveats, though. The incoming agent must sign the report — the Division requires a designation confirming familiarity with the statutes and acceptance of the obligations, with a forgery warning attached — so it is a task with a lead time against a hard 1 May deadline. And the $0 is inferred from the absence of a fee line rather than stated by the Division.

Florida is the largest US market for investment and second-home property, and holding it through an LLC is a common pattern. Two Florida-specific mechanics catch people, and both are expensive.

The second is documentary stamp tax. Transferring Florida real property into an entity is generally a taxable transfer under Chapter 201, and where the property carries a mortgage the tax is calculated on the outstanding debt even between related parties. Someone moving a mortgaged rental into an LLC can trigger an immediate and unexpected tax bill. Rates differ by county. Speak to a Florida real-estate attorney and a qualified accountant before the transfer, not after it.

A transfer may also breach the mortgage’s due-on-sale clause. The Garn-St Germain Act provides exceptions, but they are limited and whether yours applies is not a question this page can answer.

And a federal point that matters disproportionately here: Florida levies no estate tax, which a foreign owner may reasonably read as meaning there is no estate tax exposure. There may be substantial US federal estate tax on US-situs assets, the exemption for non-resident aliens is dramatically lower than for US persons, and treaty positions vary by country. This is a question for a cross-border tax adviser before buying, not after.

Until recently Florida had no series LLC and most comparisons still say so. Chapter 2025-162 added an entire new Part to Chapter 605 — §§605.2101 onwards — providing for protected series with effect from 1 July 2026.

• Establishing one requires the affirmative vote or consent of all members (§605.2201) — a higher threshold than anything in formation.
• The name must begin with the parent company’s name and contain “protected series” or “P.S.” or “PS.” (§605.2202). A protected series therefore visibly carries its parent’s name; it is the opposite of a way to trade under an unconnected one.
• Renaming the parent requires a separate statement of designation change for every protected series it has (§605.2202(3)).
• Each protected series is named in the parent’s annual report under §605.2206, rather than filing its own. Omitting one blocks a certificate of status for that series.
• On creditor remedies, §605.2403 imports §605.0503 wholesale, single-member exception included.

One practical gap: no protected series filing fee has been published. It is not in §605.0213 and the Division’s fee schedule carries no line for it. We are not going to guess at a government fee, so if you are costing this, ring the Division.

Chapter 605 imposes no residency or citizenship requirement on the members or managers of a Florida LLC. Owning one is a property right — it does not require a visa and it does not confer one, or any right to work in the United States. That is worth stating plainly because Florida’s association with foreign property investment makes the misconception common here.

The IRS charges nothing for an EIN. The online application requires an SSN or ITIN, so international applicants use Form SS-4 by fax or mail instead — a different route, still free. You do not need an ITIN to obtain an EIN.

Beyond that: a multi-member LLC files Form 1065 with Schedules K-1, K-2 and K-3. Whether a foreign owner has a personal US filing obligation turns on effectively connected income, which is genuinely fact-dependent and contested in the most common pattern of all — services performed abroad for US clients. Anyone who resolves that for you in a sentence is guessing. FIRPTA withholding applies on disposal of a US real property interest, and US federal estate tax may apply on death; both are covered above and both are questions for a cross-border adviser.

On beneficial ownership reporting, checked 14 August 2026: FinCEN finalised its rule on 11 August 2026, and a Florida LLC is a domestic entity, so it is exempt. Being a foreign owner of a domestic LLC does not change that — the test is the law the entity was formed under, not who owns it.

The honest answer to “which state is best” depends on facts about you that a page cannot know. What a page can do is set out what each option offers on each factor, at the same depth, and leave the choice where it belongs.

Florida sits second-most-expensive of the four on recurring state fees, which is not how it is usually presented — “no state income tax” does the talking and the annual report goes unmentioned. Against that, if you actually live and work in Florida, the absence of personal income tax is a real and substantial benefit that none of the other three offers.

Sunbiz is the Florida Division of Corporations’ public register, and it is free. It is one of the most-searched business websites in the United States, which is why so many people arrive at it without quite knowing what it is.

It is the right tool for checking a name is available before you file, for confirming an entity exists and who its registered agent is, for filing your annual report, and for reading what any Florida company has actually disclosed. Search by entity name, by officer or registered agent name, by document number, by zip code — or, as covered above, by federal EIN.

That last capability is the practical version of everything in the public-record section. If you want to know what a Florida LLC publishes, the answer is not in an article about Florida, including this one. It is on the register, and it takes about a minute to check.