Florida LLC Articles of Organization

A Florida LLC’s articles of organization is one of the two principal documents that govern the company. The other main governing document is the company’s Florida operating agreement. Preparation and filing of an LLC’s articles of organization is an essential part of the process of creating a Florida LLC. An out-of-state LLC that changes its state of formation to Florida also completes articles of organization as part of the Florida LLC conversion or domestication process.

Although the document itself is relatively simple, the articles of organization should be prepared carefully to comply with Florida law and to accurately reflect the intentions of the LLC owners (called members).

What is a Florida Articles of Organization?

The Florida articles of organization is considered a public organic record because it is filed with the Florida Division of Corporations (part of the Department of State) to officially begin an LLC’s existence under Florida law. 1 The information contained in the articles of organization is minimal. The Florida Revised Limited Liability Company Act requires only three statements:

1. The LLC’s name;
2. The street and mailing address of the LLC’s principal office; and
3. The name, street address, and written acceptance of the LLC’s initial registered agent. 2

These are the minimum requirements, but most Florida LLCs also specify the management structure they will use (member-managed vs. manager-managed) in their articles of organization. 3

How Does a Florida Business Complete its Articles of Organization?

Most Florida LLCs use the simple, two-page form titled Articles of Organization for Florida Limited Liability Company when completing the initial articles of organization. The form is published by the Florida Division of Corporations and (when properly completed) includes all information needed for a valid articles of organization.

The articles of organization form is not mandatory, so LLC founders and LLC attorneys are free to create their own articles of organization instead of relying on the Florida government’s form. This is relatively uncommon. Customized provisions are typically included in the LLC’s operating agreement—which is a more detailed document that is not filed with the Division of Corporations.

The articles of organization form includes six articles.

Article I: Name

The articles of organization must include the LLC’s name. 4 The company’s name must comply with Florida’s naming rules for LLCs:

• Include “limited liability company.” The name must contain the words limited liability company or the abbreviation L.L.C. or LLC. 5 The name indicates that the company is an LLC and not a natural person, partnership, corporation, or other business entity.
• No unauthorized purpose. An LLC’s name cannot suggest that the company is engaged in a purpose that is not authorized under Florida’s LLC statute or the company’s articles of organization. 6
• No connection to a governmental entity. The name cannot suggest that the LLC is connected with a state or federal government agency or a corporation or other entity chartered under federal law. 7

A new Florida LLC must also have a name that can be distinguished from other business names registered in Florida—except it need not be distinguishable from fictitious name registrations, general partnerships, or limited liability partnerships. 8 Any of the following alone is not sufficient to make an LLC’s name distinguishable from another entity:

• Adding or removing a suffix;
• Adding or removing the word the, a, an, or and, or the ampersand symbol (&);
• Using the singular, plural, or possessive form of a word; or
• Adding or removing a punctuation mark or a symbol. 9

Florida has a limited exception that lets an LLC use a name similar (but not identical) to an existing entity if the existing entity provides a written consent that is filed at the time of registration. 10

As a practical matter, it is always best to search the Florida Division of Corporation records before deciding on a name for an LLC. Conducting a preliminary search allows potential conflicts to be identified and addressed early in the Florida LLC formation process.

Article II: Street and Mailing Address

The articles of organization must include the street and mailing addresses of the LLC’s principal office. 11 If the street and mailing address are the same, the LLC can list the same address for both.

Article III: Registered Agent, Registered Office, and Registered Agent’s Signature

Each Florida LLC must have a registered agent that maintains a registered office in the state of Florida. An LLC’s registered agent is responsible for receiving official communications from the State of Florida and for accepting service of process in legal matters. 12

An LLC’s articles of organization must include the registered agent’s name and Florida street address, along with the registered agent’s signed acceptance of the position. 13 The registered agent signs the articles of organization to verify that he or she is familiar with and accepts the obligations of the registered agent position. 14

A Florida LLC’s registered agent can be an individual Florida resident, a Florida-registered business entity, or an out-of-state entity with authority to transact business in Florida. The agent must have a business office that is the same as the Florida registered office. 15

Florida entities often hire professional registered agent companies that agree to serve as a business’s registered agent in return for a relatively small annual fee. An LLC member or manager can act as the registered agent, but doing so sacrifices some privacy. Commercial registered agents protect member privacy and provide a consistent, long-term contact point that helps keep important communications organized.

Article IV: Name and Address of Members or Managers

Article IV of the Florida Division of Corporations’ articles of organization form asks for the name and address of each person authorized to manage and control the LLC. If the LLC is member-managed, this section should list the members with authority to act for the company with the designation “AMBR.” If the LLC is manager-managed, this section should include the managers with the designation “MGR.” 16

The member or manager information is not required by Florida law, but it is often helpful for an LLC to include it anyway. As explained in the Division of Corporations’ instructions:

Although this information is optional at this time, most financial institutions require this information to be recorded with the Florida Department of State in order to open an account. The Department of Financial Services also requires this information to issue Workers’ Compensation (emphasis in original).

Article V: Effective Date

Article V gives the new LLC the option of declaring an effective date other than the date when the articles of organization is filed. The effective date is when the LLC officially begins its existence. The date can be up to five business days before the filing date or up to 90 calendar days after the filing date. 17 If no effective date is listed in the articles of organization, the LLC is effective when the Division of Corporations accepts the articles of organization.

Article VI: Optional Provisions

The state-provided articles of organization form includes a space for “Other provisions, if any.” This section is optional and can include any information the LLC members want to include. It is usually best to include details about an LLC’s internal affairs in the operating agreement, rather than the articles of organization—with one exception.

A new Florida LLC that will be manager-managed should consider declaring its management structure in the other provisions section of the articles of organization. A Florida LLC is deemed to be member-managed unless it specifically opts for the manager-managed structure in its operating agreement or articles of organization. 18 Specifying the management structure in the articles of organization provides formal notice to third parties that the company is managed by its managers. 19 This can reduce the risk of future disputes over who has the power to enter into contracts for the company.

How Does a Florida Business Sign and File its Articles of Organization?

A Florida LLC’s initial articles of organization must be signed by a member or authorized representative who can affirm the information included in the document. 20 The signer’s name is typed or printed under the signature. The company’s initial registered agent must also sign the articles of organization within Article III. The LLC’s future filings must be signed by an authorized representative—usually a member, manager, or officer—who has authority to act for the company. 21

The fully signed articles of organization is then filed with the Florida Division of Corporations. The address for filing is:

New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

The $125.00 filing fee must accompany the articles of organization. The filing should also include a cover letter with the name, address, and telephone number of the person submitting the articles of organization.

Are any Further Steps Needed to Form a Florida LLC?

It is a common mistake to assume that filing the articles of organization is all that is needed to form an LLC. Filing the articles of organization begins the company’s legal existence. But the LLC members need to prepare an operating agreement to structure the company’s management, operations, and member relationships consistent with their business plan and financial arrangements. 22

Florida law provides default provisions that govern an LLC if the members neglect to create an operating agreement. 23 A customized operating agreement lets the members decide for themselves how the company will address important issues like:

• Allocation of profits and losses;
• Distributions from the LLC to members;
• Procedures for resolving conflicts; and
• Rules for transfers of ownership interests.

The articles of organization and operating agreement should harmonize with each other. For example, the articles of organization declare that the LLC is manager-managed, and the operating agreement describes the details of the company’s management.

1. Fla. Stat. § 605.0102(58)(d).
2. Fla. Stat. § 605.0201(2).
3. See Fla. Stat. § 605.0407.
4. Fla. Stat. § 605.0201(2)(a).
5. Fla. Stat. § 605.0112(1)(a).
6. Fla. Stat. § 605.0112(1)(c).
7. Fla. Stat. § 605.0112(1)(d).
8. Fla. Stat. § 605.0112(1)(b).
9. Fla. Stat. § 605.0112(1)(b).
10. Fla. Stat. § 605.0112(1)(b).
11. Fla. Stat. § 605.0201(2)(b).
12. Fla. Stat. § 605.0113(3).
13. Fla. Stat. § 605.0201(2)(c).
14. Fla. Stat. § 605.0113(2).
15. Fla. Stat. § 605.0113(1)(b).
16. See Fla. Stat. § 605.0407(1).
17. Fla. Stat. § 605.0207.
18. Fla. Stat. § 605.0407(1).
19. Fla. Stat. § 605.103(1)(b)(4).
20. Fla. Stat. § 605.0203(1)(b).
21. Fla. Stat. § 605.0203(1)(a).
22. Fla. Stat. § 605.0105(2).
23. Fla. Stat. § 605.0105(2).

Florida LLC Documents

• Florida LLC Operating Agreement
• Florida LLC Articles of Organization
• Florida LLC Articles of Conversion
• Florida LLC Plan of Conversion
• Assignment and Transfer of Membership Interest

Florida LLC Legal Guides

• How to Form a Florida LLC
• How to Move an LLC to Florida
• How to Transfer a Florida LLC Interest to a New Owner