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Florida LLC - Filing Forms & Documents - YouTube
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Articles of Organization. In order to form
your LLC, the Articles of Organization must
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be filed with the Division of Corporations.
The Articles of Organization are the LLC "formation
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documents", and once approved by the Division
they, create your LLC by state statute. Your
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desired LLC name must be available for use.
Please make sure you have watched the Name
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Research Video in Lesson 1. You will need
to provide the State with your Principal Office
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Address as well as a Mailing Address. It is
common that both addresses are the same. You
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are not allowed to use a PO Box for your Principal
Office Address, but you can use a PO Box for
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your Mailing Address. The Principal Office
Address can be considered your "main" business
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address. You can use the Mailing Address if
you would like your business mail sent elsewhere.
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Again, it is common that both addresses will
be the same. Neither of these addresses have
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to be Florida addresses In Florida, a Registered
Agent must be appointed for your LLC. A Registered
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Agent must have a business address located
in the state of Florida. A Registered Agent
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serves as a point of contact in case legal
papers need to be sent to your LLC and the
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state has been unsuccessful in contacting
you or your LLC. Consider it an emergency
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contact. All business mail and tax-related
documents will still be sent to your Mailing
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Address. A Registered Agent can either be
an individual person or an entity (such as
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an LLC, a Corporation, or another company).
Furthermore, a Registered Agent can be yourself
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or can be someone you know. You must have
them agree to be your Registered Agent, as
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they will need to sign the Articles of Organization.
If you do not have a Florida address and you
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do not know anyone in the state who can act
as your LLC's agent, you can hire the services
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of a Commercial Registered Agent. Typical
annual fees range from $100-130 per year.
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There is a link below this video to Northwest
Registered Agent. They come highly recommended
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and have been in the business for 15 years.
They also provide Registered Agent services
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in all 50 states. To form your Florida LLC,
you will need to send in your Articles of
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Organization along with your filing fee. The
filing fee is $125. The $125 fee must be made
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payable to "Florida Department of State".
The State will accept check, money order or
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cashier's check. Any form of personal or business
check is okay, and the address on the check
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does not have to be in Florida. When filing
your Articles of Organization, it is optional
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to obtain a Certified Copy as well as a Certificate
of Status. A Certified Copy is $30 and a Certificate
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of Status is $5. A Certified Copy of the (Articles
of Organization) is a certificate, with a
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watermark and state seal. It has a copy of
the Articles of Organization along with it
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and states "I certify the attached is a true
and correct copy of the Articles of Organization
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for XYZ LLC, a Florida Limited Liability Company"
filed on such-and-such date, as shown by records
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of this office". A Certificate of Status is
also known as a "Certificate of Good Standing"or
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a "Certificate of Authority" It is a document
with a state seal and a watermark, which provides
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evidence that your LLC has been properly registered
with the State of Florida. Many times, when
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opening a bank account, obtaining business
licenses, or dealing with certain institutions,
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it will be requested of you to provide a Certified
Copy of your Articles of Organization and/or
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your Certificate of Status. If money is an
issue, you can simply file the Articles of
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Organization now and then wait until either
document is requested. Both the Certified
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Copy and the Certificate of Status can be
obtained after your initial filing. There
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are 2 additional videos below this which will
walk you through those steps if you choose
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to wait until after you file your Articles
of Organization. Florida requires all LLCs
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to file what is known as an Annual Report
in order to maintain "active status". The
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Annual Report is due every year and must be
filed between January 1st and May 1st. If
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your Annual Report is not submitted by May
1st, there is a non-negotiable late fee of
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$400. Your LLC's 1st Annual Report will be
due between January 1st and May 1st of the
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calendar year following the year of formation.
For example, if your LLC is formed on April
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1st, 2010, your 1st Annual Report will be
due between January 1st and May 1st of 2011.
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The purpose of the Annual Report is to keep
your business records updated with the Division
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of Corporations. You are allowed to include
changes of membership (such as new members),
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address changes, etcetera, changes in Registered
Agent, and changes of the business and/or
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Mailing Address. The Annual Report will not
allow you to change the name of your LLC.
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If you wish to change your LLC name, you will
need to file what is known as an "Amendment".
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Even if there are no changes to your LLC,
you are still required to file the Annual
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Report each year. The Annual Report can only
be filed online and the fee is $138.75. Payment
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options are via debit or credit card. When
you file your Articles of Organization, you
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will use an email address on your Cover Letter.
Sometime between January 1st and may 1st,
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the Division of Corporations will send you
a courtesy email reminder to file your Annual
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Report. We also recommend putting it on your
calendar, because even if you don't receive
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the reminder, you still need to file your
Annual Report. Failure to file your Annual
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Report will result in the administrative dissolution
or revocation of your LLC. Simply put, they
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will shut down your LLC if you don't file
the Annual Report. Once the Annual Report
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is filed, you can log into the Division of
Corporations' website and print out a copy.
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This typically takes 24-48 hours. Some things
to have ready prior to filing your Articles
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of Organization are the address of your LLC,
the name and address of your LLC's Registered
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Agent. Remember this can be yourself, someone
you know, or a Commercial Registered Agent.
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The only requirement is that their address
must be in the State of Florida. And whether
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or not you would like to order a Certified
Copy and or Certificate of Status along with
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your filing. We will go into details on all
the above in just a few minutes. A Letter
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of Acknowledgement will be mailed to you at
no charge once your LLC filing is approved.
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This is the initial correspondence from the
State, telling you that the LLC has been registered
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and that you may now conduct business as the
LLC. Typical turnaround time for LLC approval
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is 5-10 business days. Until that point, do
not order your EIN, register any domain names,
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or start to use your LLC name until you receive
approval from the State. If there are any
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errors with your filing or if your desired
LLC name is not available for use, the State
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will simply send back your documentation along
with instructions on what needs to be corrected.
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If anything in this presentation sounded confusing,
do not worry we will go through the steps
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in detail. You can download the Articles of
Organization below this video. Let's get started
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and fill out the Articles of Organization.
Here we are inside the Articles of Organization.
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This is a 5-page document. Pages 1 and 2 have
instructions on them. You can read through
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them if you like, but we've already covered
this information in this video. Page 3 is
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the Cover Letter, and page 4 and page 5 are
actually pages 1 and 2 of the actual Articles
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of Organization. Let's get started and let's
start with the Cover Letter. Please note that
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this form can be filled out on the computer,
or it can be printed and filled out by hand.
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If you fill it out by hand, please use black
ink. Make sure to print the document on white
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paper that is letter-sized (that's your standard
8-and-half-by-11). Also, I have a professional
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version of Adobe Acrobat. You may just have
the simple version of Adobe Reader and you
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may not have as much functionality in order
to edit and type inside the document. If that's
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the case, again simply print out the document
and fill it out by hand. At the top of the
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Cover Letter, under "Subject", you're going
to list the name of your LLC. I'm going to
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be using a sample company for this video.
Make sure to include the abbreviation "LLC:
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or "L . L . C .". You can see in this sample
here, I do not have a comma. Sometimes you'll
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see a comma like it would be "ABC Widgets,
LLC". The comma is not required, so you can
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use one if you like or you can leave it out
if you prefer. Next, you're going to list
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your name and your address, as well as your
email address, your name again, and your phone
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number. This is simply correspondence information.
This is where the documents are going to be
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sent back to, and this is where the State's
going to call there any questions. I filled
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in some sample information. You can leave
the firm/company field blank, or you can list
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your existing company name there if you'd
like. Let's scroll down a little bit further.
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In the next section you're going to see the
Mailing Address. This is where you're going
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to send your check or money order along with
the Articles of Organization. Above here,
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you have 4 options: you can simply just pay
$125 for the filing fee, you can pay $125
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+ $5 for the Certificate of Status, you can
pay $125 + $30 for the Certified Copy, or
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you can pay $160 for the filing fee, the Certificate
of Status and the Certified Copy. If money's
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a little tight, you can just go ahead and
pay the $125 filing fee and then you can order
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the Certificate of Status and the Certified
Copy at a later date if you need, or if the
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160 dollars is not that much of an issue,
we recommend you check out the last box and
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just get all of them now, and then you have
it. If you need it, let's scroll down to the
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next page. This is page 4 of the PDF, which
is actually page 1 of the Articles of Organization.
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Under Article 1 (the Name), I'm going to enter
the name of the LLC. Under Article 2 (the
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Address), you're going to list the Principal
Office Address as well as the Mailing Address.
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You cannot use a PO Box for the Principal
Office Address, but you can use a PO Box for
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the Mailing Address. The Principal Office
Address is where the LLC where the business
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is actually located, and the Mailing Address
will be used if you wanted to receive your
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mail somewhere else. For this example, the
Principal Office Address and the Mailing Address
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are the same. I'm going to fill those in now.
Next in Article 3, I'm going to list the name
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and the address of the Registered Agent. For
this example, I'm going to be the Registered
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Agent for my LLC because I have an address
located in Florida. You cannot list the PO
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Box here for the Registered Agent (it has
a physical street address). Again, the Registered
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Agent can be you, it can be someone you know,
or it can be a commercial Registered Agent
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that you've hired such as Northwest Registered
Agent. I'm going to fill my information in
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this box now. 1 other important thing to note
is that your LLC cannot be its own Registered
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Agent. However, any member of the LLC can
be, and again for this example I'm going to
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be the Registered Agent for my LLC. If you
decide to use Northwest Registered Agent,
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you'll actually need to download the other
Articles of Organization that we have below
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this video, the reason being is that if I
scroll down, you'll notice here that once
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this document is printed, you need to have
the Registered Agent sign. In this case, because
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I'm going to be the Registered Agent for my
LLC, it's quite simple, and I'm just going
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to sign here when I print this out. However,
if you use a Commercial Registered Agent Company,
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you'll need to get this document from them
because they'll have it pre-signed. We have
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a pre-signed Articles of Organization from
Northwest Registered Agent, and you can download
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that below this video. So again, if it's you
or someone you know, simply print this document,
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have them sign on this line, or if you're
using a Commercial Registered Agent, you're
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going to need to get the document from them
1st. If you're using Northwest Registered
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Agent, you can just download the other Articles
of Organization below this video. Let's move
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on to page 2. In Article 4, you're going to
list the names and addresses of the member
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or the LLC members. And then to the left,
you're going to abbreviate their title. For
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the title you're going to abbreviate "AMBR"
for an authorized member. Over 95% of our
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customers are member-managed LLCs, where the
members of the LLC run the business and they
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have not hired a manager to do so. In your
case, you're mostly going to use this abbreviation.
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I've entered "AMBR" in the box to the left,
and then I would just repeat this process
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for each additional number. For this example,
this is just a single-member LLC, but you
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may have 2-3 members. Make sure to list out
all their information here, their names and
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addresses, and put a MBR on the left under
"Title". Scrolling down, Section 5 (the Effective
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Date), you can leave this blank. What that
means is that this LLC will be effective when
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it's received and then approved by the State.
1 small thing to note about the effect of
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dates: let's say that you're forming this
LLC in the month of December (and maybe it's
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December 15th December, 20th) and you don't
actually need the business open until January
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of next year, we recommend waiting and just
filing a document in January. That way, you
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don't owe taxes for 15 days in the prior year,
and it avoids any confusion. Under Article
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6 (Other Provisions) you can leave that blank.
Scrolling down (Required Signature), you're
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going to list your name here (you're going
to type or print your name), and then after
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you print this document out, you're going
to sign here on this line. Remember, this
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document does not need to be notarized: you're
simply going to print it out, sign, and send
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this along with your check or money order
made payable to the State, and you can find
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the address where to send that to within your
Articles of Organization, or you can find
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that information below this video. And that
concludes this Lesson.
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