Provisions That Must Be Included in Your Florida Articles of Organization
Drawn up properly, articles of Organization help ensure your business operates smoothly and protect you...
Articles of Organization serve as legal proof your LLC is established in the State of Florida and provide the state with vital information about your business’s main aspects. They are not the same thing as an Operating Agreement, which govern the company and establish the rights and duties of its Members and Managers. Articles of Organization and your LLC’s Operating Agreement work together to form your company’s legal “backbone.”
The Purpose of Articles of Organization
When you file articles of Organization with the State of Florida, you’re letting it know essential information like the purpose of your LLC, the names of an officer, your registered agent’s identity, your address, and the purpose of the LLC.
Drawn up properly, articles of Organization help ensure your business operates smoothly and protect you from being personally liable for the company’s debts. Additionally, after a company becomes an LLC, it can add Members and appoint officers more easily.
What’s Required by Law In Florida for Articles Of Organization
If you wish to form a new LLC in Florida, state law mandates you file articles of Organization with the Florida Department of State, which establishes the company’s formation. If you choose to fill out the articles yourself, the state’s filing portal will walk you through the process, including how to file them.
While you have no legal obligation to retain a business law attorney to form a company, there are benefits to doing so, including making sure you understand your duties and know how to minimize personal liability. Hiring a business law attorney also reduces the chances of your application being rejected due to various common mistakes.
Whichever route you choose, under Florida Statute 605.0201, you must always include these five provisions in Articles of Organization.
- The LLC’s Name: All Articles of Organization must include the company’s name. Under the statute, the name cannot imply that the company is a partnership, natural person, or another type of business. It should also be unique, meaning it must be distinguishable from the name of any other previously registered entity. Lastly, you must include either “LLC,” “limited company,” “limited” or a similar designation at the end of the company name.
- Principal Address: The street address of the initial principal office and, if different, the LLC’s mailing address, including ones with their principal address outside of Florida. For instance, companies with offices in multiple states who want to register an LLC in Florida should use the address of their headquarters.
- Mailing Address: The Mailing Address can be the same as the Principal Address, but can also be a PO Box (which the Principal Address cannot be).
- One Designated Person: The LLC must designate at least one person authorized to conduct business on behalf of the company. This person can be a Member or Manager, but does not have to be. Oftentimes, for purposes of anonymity, an LLC may appoint an unrelated person to simply act as an “Authorized Person” for purposes of filing the Articles of Organization, filing the Annual Report, and other routine matters. There is no requirement that an LLC disclose its owners in the Articles of Organization.
- The Registered Agent and Office: All companies registered in Florida must have a registered agent who accepts the service of legal process on behalf of the LLC. The registered agent can reside in the state, be another Floridan LLC, or be a foreign LLC, but it must have a physical street address in the state, and it must match the registered office’s address. AN LLC is prohibited from acting as its own registered agent.
AN LLC’s registered agent must file with the Department of State a letter accepting the position and acknowledging the registered agent is familiar with and accepts the position’s obligations. If a Floridan LLC fails to meet these requirements, it exposes itself to sanctions that can include a fine of up to $500 per year of non-compliance and the inability to file a lawsuit in the state.
Additional Articles of Organization Provisions You Can Include
Aside from the state’s mandatory requirements regarding articles of Organization, you have several optional provisions you can include if you wish. Some of the most frequently added provisions are:
- The LLC’s legal purpose, that is, its core reason for being and its impact.
- Any limitation of general powers as defined in section 605.0201 of the Florida Statutes.
- The imposition of personal liability on Members of any of the LLC’s debts.
It’s helpful to think of Articles of Organization as an LLC’s “birth certificate.” Still, these documents require much thought, consideration, and, ideally, legal consultation, which helps ensure you are compliant with Florida’s LLC requirements.
Munizzi Law Firm provides guidance on all aspects of business law, including advice on the drafting of articles of Organization, bylaws, and shareholder agreements. Our corporate representation is tailored to your needs and designed to help you make the best decisions during the Organization process. Contact us today to learn more.