Articles of Organization

To form an LLC in Florida, articles of organization must be filed with the Corporations Division of the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:

  • The company name
  • The name and address of each organizer
  • The name and street address of the LLC’s registered agent along with a statement that the agent accepts the appointment as well as the duties that accompany that appointment
  • The mailing and street address of the principal place of business
  • Any other provisions, not inconsistent with law, that the member elect to be set forth

The articles may set forth whether the manager will be vested in one or more managers.

Filing

Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Secretary of State, and the articles are deemed to be compliance with state requirements. The document must be executed by:

  • A member or
  • An authorized representative of a member

One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.

Additionally, forming an LLC generally requires inclusion and/or consideration of the following:

Organizers

Any natural person or entity may form a LLC.

  • Minimum Number of Organizers: One or more natural persons or business entities
  • Eligibility: An organizer may be an individual, business entity, business trust, estate, trust, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity

Operating Agreement

Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A natural person or an entity
  • Procedure for Membership: The member may acquire an interest in the LLC at the formation of the LLC or at the time provided in, and upon compliance with, the operating agreement or articles, if the operating agreement does not so provide, when the person’s admission is reflected in the records of the LLC. Except as otherwise provided in the articles of organization or the operating agreement, no person may be admitted as a member unless a majority-in-interest of the members consent in writing to the admission of the additional member

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company. A member may withdraw from a limited liability company only at the time or upon the occurrence of an event specified in the articles of organization or operating agreement and in accordance with the articles of organization or operating agreement.

  • Except as otherwise provided in the articles of organization or a written operating agreement, a member may not withdraw from the limited liability company prior to dissolution and winding up of the LLC

Contribution

The contributions of a member to the limited liability company may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.