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