When it comes to business entity structure, only some are as versatile as the limited liability company (LLC). Offering liability protection and flexibility, LLC owners are not personally liable for the company’s debts or liabilities, protecting their personal assets. Also, LLCs have fewer formalities and paperwork requirements than corporations, making them easier to manage.

They offer pass-through taxation, where profits and losses are reported on the owner’s personal tax returns, avoiding double taxation. However, that doesn’t mean LLC members don’t have to file any paperwork or keep any documentation about the business.

Here are three documents needed for LLC formation that a potential business owner should know about, including LLC formation documents, operating documents, and more.

Important LLC Documents

To properly form an LLC in Florida, several key documents and steps are required. These documents include formation documents, an operating agreement, and an Employee Identification Number (EIN) from the Internal Revenue Service (IRS). Each document serves a specific purpose in establishing and governing the LLC.

Formation Document: Articles of Organization

In Florida, formation documents are filed with the Florida Division of Corporations to create an LLC. These documents typically include:

  • Articles of Organization. This document officially establishes the LLC and includes essential information such as the LLC’s name, principal place of business, registered agent, and management structure (member-managed or manager-managed).
  • Name Reservation. Before filing the Articles of Organization, it’s advisable to search and reserve the desired LLC name to ensure it’s available and complies with Florida’s naming requirements.

Additionally, LLCs formed in another state must properly register with the Florida Division of Corporations to legally operate in the state. This is done by filing a Qualification of Foreign LLC form instead of Articles of Organization.

Operating Document: Operating Agreement

An operating agreement is a crucial document that outlines the ownership and operating procedures of the LLC. While not required by Florida law, having an operating agreement is highly recommended as it helps establish the internal rules and structure of the LLC. Essential elements of an operating agreement include the following:

  • Ownership structure. Identify the members (owners) of the LLC and their ownership percentages. This section may also include provisions for admitting new members and transferring ownership interests.
  • Management type. Specify whether the LLC will be member-managed or manager-managed, and the authority and responsibilities of managers if applicable. In a member-managed LLC, all members participate in the management, while in a manager-managed LLC, members appoint one or more managers to handle day-to-day operations.
  • Capital contributions. Outline the initial contributions made by members to start the LLC, as well as any future contributions. This section may also address how the business will raise additional capital if needed.
  • Profit and loss allocation. Describe how members will distribute profits and losses.
  • Voting rights. Define the voting rights of members on important decisions affecting the LLC.
  • Dissolution. Specify the process for dissolving the LLC, including the distribution of assets.
  • Dispute resolution. Provide a mechanism for resolving disputes among members, such as mediation or arbitration. Dispute resolution can help prevent conflicts from escalating and disrupting the LLC’s operations.

Having a comprehensive operating agreement can help prevent misunderstandings and disputes among members and provide a clear framework for running the LLC.

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Establishing an EIN

One of an LLC’s main advantages is that it comes with pass-through taxation. However, it is still a separate legal entity that requires its own identification number from the federal government. An EIN is a unique nine-digit number the IRS assigns to identify a business entity for tax purposes. Obtaining an EIN is necessary for:

  • Reporting taxes and other documents to the IRS;
  • Opening a business bank account;
  • Hiring employees; and
  • Applying for business licenses and permits.

To obtain an EIN for an LLC, business owners can apply online through the IRS website or by mail using Form SS-4. Making sure your LLC has one is essential for conducting various business activities and complying with tax laws and regulations.

Other Important Documents

While these three documents are needed for LLC formation and operation, LLC owners must be aware of and possibly prepare to maintain various other documents, depending on the nature of their business and its specific requirements.

These can include business licenses and permits, financial statements, contracts signed with employees, commercial contracts, tax documents, compliance information, and more. Talk with an attorney experienced in business formation matters, like the team at BrewerLong, if you have any questions.

Contact Us

Forming your business is a big step, but having the right business formation attorney can make the process smoother. At BrewerLong, our team of Florida business attorneys can talk you through entity structure choices and advise you on the best type for your business.

After formation, we provide a wide range of legal services to support you in transactional matters and business disputes, allowing you to focus on your business’s success. Give us a call to set up a consultation to see how we can help support your business or fill out our online contact form to get started.

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