Florida Certificate of Formation: Articles & Cost (2026)
Florida has no document literally called a “Certificate of Formation.” To create a Florida LLC you file the Articles of Organization with the Florida Division of Corporations (Sunbiz) and pay a $125 fee. You must appoint a Florida registered agent, and each year the LLC files an annual report due by May 1.
Quick Answer
- Actual document
- Articles of Organization (Florida has no LLC “Certificate of Formation”)
- Agency
- Florida Department of State, Division of Corporations (Sunbiz)
- Filing fee
- $125 total ($100 filing + $25 registered agent designation), 2026
- Governing law
- Florida Revised LLC Act, Chapter 605, Florida Statutes
- Registered agent
- Required - Florida street address, must sign to accept
- Ongoing
- Annual report due by May 1, $138.75
Does Florida Have a “Certificate of Formation”?
No. “Certificate of Formation” is the name Delaware, Texas, Washington, and New Jersey give to the document that creates an LLC. Florida does not use that phrase for limited liability companies. In Florida, the charter document is the Articles of Organization, and it is governed by the Florida Revised Limited Liability Company Act, Chapter 605 of the Florida Statutes. If a bank, lender, or out-of-state form asks a Florida LLC for its “Certificate of Formation,” the correct equivalent is the filed Articles of Organization, together with the acknowledgment letter the Division of Corporations issues after recording.
The naming overlap causes real confusion because Florida does issue a document called a Certificate of Status (sometimes loosely called a certificate of good standing), which is a different thing: it confirms an existing entity is active and has paid its fees. It is not the formation document. This guide explains the document Florida actually files, what it costs, and what happens after. For the national picture, see how to form an LLC and the state walkthrough at how to form an LLC in Florida.
Florida Agency and Form: Division of Corporations
A Florida LLC is created by filing the Articles of Organization with the Florida Department of State, Division of Corporations, whose public brand is Sunbiz. Filing and the Division’s acceptance of the record is the legal act that brings the LLC into existence under section 605.0201 of the Florida Statutes. You can file online through the Sunbiz e-filing portal, which is the fastest route, or submit a paper Articles of Organization by mail. There is no separate state-issued blank “form number” the way some states assign one; Florida provides a cover letter and Articles of Organization template on Sunbiz.
The Division records filings, assigns each entity a document number, and maintains the public record you can look up with the Florida business entity search. Unlike New York, Florida imposes no newspaper publication requirement, so an LLC is effective as soon as the Division accepts the Articles. Compare the Florida process with a sibling state at New York Articles of Organization or how to form an LLC in Texas.
What the Articles of Organization Must Include
Section 605.0201 sets out what the Articles of Organization must contain. Getting these details right the first time avoids a rejected filing:
- LLC name. It must contain “Limited Liability Company,” “LLC,” or “L.L.C.” and be distinguishable from other names on the Division’s record. Florida does not offer a formal name reservation for LLCs, so search the register before filing.
- Principal office address and a mailing address.
- Registered agent name and Florida street address, with the agent’s signature accepting the appointment. See Florida registered agent.
- Management structure - whether the LLC is member-managed or manager-managed, and the names and addresses of the managers or managing members if you choose to list them.
- Authorized representative signature and an optional effective date (up to five business days before, or 90 days after, the filing date).
The internal rules of the company - ownership percentages, voting, and distributions - go in a separate operating agreement, which Florida does not file and does not require but which is strongly recommended.
Florida LLC Filing Fees (2026)
The headline cost to create a Florida LLC is $125. That figure is a bundle of two mandatory charges. Optional certificates add to it. All amounts below are set by the Division of Corporations and are effective for 2026; confirm the current schedule on the Sunbiz fees page before filing.
| Item | Fee (2026) | Required? |
|---|---|---|
| Articles of Organization - filing fee | $100 | Yes |
| Registered agent designation | $25 | Yes |
| Total to form the LLC | $125 | Yes |
| Certified copy of the Articles | $30 | Optional |
| Certificate of Status | $5 | Optional |
| Annual report (each year after) | $138.75 | Yes, annually |
| Federal EIN (IRS) | $0 (free) | As needed |
Florida does not charge a name reservation fee because it does not reserve LLC names. For the full lifetime cost of a Florida LLC, including taxes and renewals, see Florida LLC cost.
Florida Registered Agent Requirement
Section 605.0113 of the Florida Statutes requires every Florida LLC to continuously maintain a registered agent and registered office in the state. The registered agent receives service of process, tax notices, and official correspondence. The agent must be either an individual who is a Florida resident, or a business entity authorized to do business in Florida, and must have a physical Florida street address - a post office box alone does not qualify. The agent must sign the Articles of Organization to accept the appointment.
You may serve as your own registered agent, name a manager, or hire a commercial registered agent service. To change agents later, file a Statement of Change of Registered Agent with the Division. Failing to maintain an agent is one of the grounds on which the Division can administratively dissolve the LLC. See Florida registered agent requirements and the national registered agent overview.
After Formation: EIN, Operating Agreement, and Taxes
Filing the Articles creates the entity, but a few steps complete the setup. Apply for a free federal Employer Identification Number (EIN) from the IRS; it is required if the LLC has more than one member or any employees and is needed to open a bank account. By default, the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment.
Florida has no personal income tax, so most single-member and partnership LLCs owe no state income tax on business profits. If the LLC sells taxable goods or services, it must register with the Florida Department of Revenue for sales and use tax before making sales; the general state sales tax rate is 6% under Chapter 212 of the Florida Statutes. Adopt an operating agreement, and check whether your city, county, or profession requires a business license. For the full tax picture, see Florida LLC tax filing.
Annual Report and Ongoing Requirements
Florida keeps an LLC active through a single yearly filing: the annual report. It is filed with the Division of Corporations between January 1 and May 1, and the fee for an LLC is $138.75. The report confirms the LLC’s addresses, registered agent, and managers; it is not a tax return. Filing after May 1 triggers a $400 late fee that the Division cannot waive. An LLC that never files its annual report is administratively dissolved in September of that year, after which it must apply for reinstatement and pay the accumulated fees to come back.
Keeping the annual report and registered agent current is the simplest way to stay in good standing. When you are ready to close the company, you file Articles of Dissolution rather than simply letting the annual report lapse - see how to dissolve an LLC in Florida.
Corporations: Articles of Incorporation Instead
If you actually meant to form a corporation rather than an LLC, Florida still does not use a “Certificate of Formation.” A Florida for-profit corporation is created by filing Articles of Incorporation under Chapter 607 (the Florida Business Corporation Act) for a $70 total fee - a $35 filing fee plus a $35 registered agent designation. Corporations also file the same $138.75 annual report and must maintain a registered agent. Choosing between the two structures is a tax and liability decision covered in S-corp vs LLC. Whichever you pick, the formation document is an “Articles of” filing, never a Certificate of Formation.
Frequently Asked Questions
Does Florida have a Certificate of Formation?
No. Florida uses the Articles of Organization to create an LLC, filed with the Division of Corporations under Chapter 605. “Certificate of Formation” is a Delaware, Texas, and New Jersey term, not a Florida one.
How much does it cost to file Florida Articles of Organization?
$125 total - a $100 filing fee plus a $25 registered agent designation fee. A certified copy ($30) and Certificate of Status ($5) are optional add-ons. See Florida LLC cost.
What agency handles Florida LLC formation?
The Florida Department of State, Division of Corporations, branded as Sunbiz. You file online or by mail, and the Division records the Articles to create the LLC.
Does a Florida LLC need a registered agent?
Yes. Section 605.0113 requires a Florida registered agent with a physical Florida street address who signs the Articles to accept the role. See Florida registered agent.
When is the Florida LLC annual report due?
By May 1 each year, at $138.75. Filing late adds a non-waivable $400 fee, and an unfiled report leads to administrative dissolution in September. See Florida annual report.
Is a Florida corporation different from an LLC?
Yes. A corporation files Articles of Incorporation under Chapter 607 for $70; an LLC files Articles of Organization under Chapter 605 for $125. Neither uses a Certificate of Formation.
Related
- How to form an LLC (cluster hub)
- How to form an LLC in Florida
- Florida registered agent requirements
- How much does a Florida LLC cost?
- Florida annual report
- Florida business entity search
- Florida DBA filing (fictitious name)
- Florida LLC tax filing
- How to dissolve an LLC in Florida
- New York Articles of Organization (sibling)
- Legal glossary
Sources
- Florida Division of Corporations (Sunbiz) - Start a Florida LLC (Articles of Organization; $125 total).
- Florida Division of Corporations - LLC filing instructions and cover letter.
- Florida Division of Corporations - Fees ($100 filing + $25 registered agent; $30 certified copy; $5 Certificate of Status).
- Florida Division of Corporations - Annual Report ($138.75; due May 1; $400 late fee).
- Florida Division of Corporations - Search records (name distinguishability).
- Florida Statutes - s. 605.0201, Articles of Organization.
- Florida Statutes - s. 605.0113, Registered agent.
- Florida Statutes - s. 605.0212, Annual report.
- Florida Statutes - s. 212.05, Sales and use tax (6%).
- Florida Statutes (Business Corporation Act) - Chapter 607, Articles of Incorporation.
- Justia - Florida Statutes Chapter 605 (Revised LLC Act).
- IRS - Limited Liability Company (LLC) (federal default classification).
- IRS - Get an Employer Identification Number (free EIN).
- Cornell Legal Information Institute - Limited liability company (LLC).
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and deadlines change; verify current requirements with the Florida Division of Corporations (Sunbiz) before acting.