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Florida Corporate Requirements

  • Name: Must contain the words “limited liability company” or “limited company,” or the abbreviations “L.L.C.” or “L.C.,” or the designations “LLC” or “LC” as the last words of the name of every limited liability company formed under the provisions of this chapter. The word “limited” may be abbreviated as “Ltd.,” and the word “company” may be abbreviated as “Co.” Omission of the words “limited liability company” or “limited company,” the abbreviations “L.L.C.” or “L.C.,” or the designations “LLC” or “LC” in the use of the name of the limited liability company shall render any person who knowingly participates in the omission, or knowingly acquiesces in the omission, liable for any indebtedness, damage, or liability caused by the omission. Names cannot be reserved.
  • Capital / Shares: There is no minimum capital requirement. Most people are comfortable with stock having $0.001 par value, and typically 1,000 shares of stock are sufficient to handle the potential ownership arrangements of a small company (fractional shares can always be issued).
  • Registered Office / Agent: A registered agent is required for the protection of those dealing with a corporation. Basically, a registered agent is an office designated to receive suit papers and other official notices and documents. In Florida, the registered agent is required to be present at a physical address between the hours of 10:00 a.m. and 2:00 p.m. It is to the Corporation’s benefit that a registered agent exists as well.
  • Directors / Officers: Only one director is required and the same person can be the President, Treasurer and Secretary. An LLC may be managed by its members (owners) or by selected managers.
  • If the LLC is to be managed by its members, it operates much like a partnership. Each member has an equal say in the decision making process of the company. If the members choose, they may elect a manager or managers to act in a capacity similar to a corporation’s board of directors. These managers are in charge of the affairs of the corporation.
  • Member management is the normal default rule of state law. This means that if managers are not selected in the articles of organization the members will direct the affairs of the LLC.
  • Books, Records, and Seal: Books, records, and minutes shall be kept at any place as the directors may determine.