Creating a Single Member
Limited Liability Company (LLC)

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Use these instructions if you want to create a Florida LLC that has a single owner ("member").  If the LLC is have more than one member it would probably be best to consult with an attorney (because the provisions contained in the Operating Agreement will necessarily be more complicated)


Only Two documents are needed

• Articles of Organization (filed on-line)
• Operating Agreement

Creating the "Operating Agreement"

• LLCs are a type of partnership.  Its owners are called "members" and the patnership agreement is called an "operating agreement".  CLICK HERE for a template that can be used to create an "Operating Agreement" FOR A SINGLE MEMBER LLC.  Edit the yellow highlighted text.


• If the LLC is to have MORE that one member consult an attorney


• The Operating Agreement is NOT filed with the State of Florida.  Sign it and store it in your records

Creating the "Articles of Organization"

• This simple document is created and filed on-line with the State of Florida.  Below are easy to understand step by step filing instructions.

First, Check Name Availability


• You should first determine if the name that you have chosen is available.  Do a search of the State's on-line database to see if the name is already being used. CLICK HERE to go to the search page.

Step By Step Filing Instructions


• Go to the State of Florida's on-line LLC application page by clicking the following link


• https://efile.sunbiz.org/llc_file.html


• Once there, under the heading "File Articles of Organization", click the button that says "Start New Filing" which will take you to the application page.


• Once on the application page leave blank the space for "effective date" (meaning that the new LLC will become effective on the date of the filing)


• There is no need for either a "certificate of status" or "certified copy".  Don't check the two boxes unless you specifically need those documents (most people don't).


• Enter the name of the "Limited Liability Company Name" exactly as you stated it in the completed questionnaire that you retured to the FIU Clinic (be sure that the name ends with the letters "LLC")


• Enter the information for "Principal Place of Business" and "Mailing Address"


• REGISTERED AGENT:  Enter the name and address of the "Registered Agent".


• The registered agent is the person designated to receive official court documents if the LLC is ever sued.  Often the person creating the LLC will designate him or herself as the registered agent.  The registered agent must electronically "sign" in the space indicated (by typing his or her own name)



OPTIONAL - use a corporate registered agent: This is optional and not required, but you can use a corporate service company to act as the registered agent and (if desired) to serve as the Company's mailing address.  Prices vary but they can be as low as $50 per year.  If you want to retain a corporate service provider you CAN NOT use the on-line form - a paper version of the Articles of Organization must be created and then mailed to the Florida Department of State instead.  Again, this is optional and not required.  IF THIS IS WHAT YOU WANT TO DO it might be best to consult with an attorney



• Leave the space for "Any Other Provisions" blank


• For "Correspondence Name and Email" enter your own name and email address (or some other person that you want to designate to receive communications from the State).


• Electronically "sign" in the space indicated (essentially typing your name - follow the instructions)


• "Name And Address of Person(s) Authorized to Manage LLC"


• Enter your name (if you will be authorized to act on behalf of the company).  Enter the names of any other persons who will also be authorized to act.


• For the "title" of each person listed enter either "AP" (short for "authorized person") or "MGR" (short for "manager")


• Leave the rest of the page blank


• Click the button for "continue" at the bottom of the page. - A summary of your application will then appear on the screen - check it for accuracy - then click "continue"


• On the next page click "continue" to go to the page for entering your credit card information (the filing fee is $125)

General Advice

• ACTUALLY OPERATE THE BUSINESS THROUGH THE LLC: To maintain limited liability the LLC must be more than a piece of paper filed in Tallahassee. The business should actually operate only through the LLC. All sales and contracts should be in the name of the LLC and not in the name of the LLCs owners (members). All monetary receipts and payments related to the business should be done solely throught the LLCs bank account(s).


• SEPARATE BANK ACCOUNT. It is important that there be a separate bank account opened in the name of the LLC. The business of the LLC must be kept legally distinct from the business of the owners ("members"). The members of the LLC should never directly pay debts owed by the LLC using a personal check or credit card. If the LLC needs money to pay a bill, the members can deposit their personal funds into the LLC's bank account so the LLC can then make the payment.


• EMPLOYER IDENTIFICATION NUMBER (EIN). The EIN is an official identification number for an entity designated by the IRS. You can apply for the EIN on-line (it's free). Go to the IRS website (irs.gov) and in the search bar at the top of the page type "EIN". After finding the link click it to go to the application page. Upon completion of the on-line application a PDF letter from the IRS is instantly generated by your computer stating what the EIN is (print it).


• ANNUAL REPORT FILED WITH STATE. You will be required to file an "Annual Report" with State on yearly basis to maintain "active" status. The filing is done on-line through the state's Sunbiz.org website. The first such Annual Report must be filed between January 1st and May 1st of the year FOLLOWING the year that you first incorporated (mark this on you calendar since the State may or may not email a reminder to you). Along with the Annual Report you will be required to pay an annual fee of $138.75. If you file the Annual Report late the fee jumps to $400. If you don't file by mid September of that year your LLC will be "administratively dissolved" by the State.


• TAXES. Taxes for an LLC can be tricky. It is highly recommended that you consult with an accountant familiar with the taxation of LLCs.

Educational Links

• Why Choose an LLC Over a Corporation


• Helpful information about LLCs


• https://fiuclinic.org/client_education/LLC-taxation-clients.html">


• Taxation of LLCs


• LLC Operating Agreements