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FORMATION OF LIMITED LIABILITY COMPANY

NAME

•  The name of the limited liability company shall be filed with the Department of State for public notice only and shall not alone create any presumption of ownership beyond that which is created under the common law.

•  The Department of State shall record the name without regard to any other name recorded.

•  Must contain one of the following words as the last words of the name of every limited liability company formed:

1. "limited liability company" or
2. "limited company," or
3. "L.L.C." or
4. "L.C.," or
5. "LLC" or
6. "LC" under the provisions of this chapter.

•  A name may not contain language stating or implying that the limited liability company is organized for a purpose other than that permitted in its articles of organization.

•  A name may not contain language stating or implying that the limited liability company is connected with a state or federal government agency or a corporation or other entity chartered under the laws of the United States.

ARTICLES OF ORGANIZATION

•  The articles of organization shall contain the following information

• The name of the limited liability company.
• The mailing address and the street address of the principal office of the limited liability company.
• The name and Florida street address of the limited liability company's registered agent.
• The registered agent must sign and state that he/she is familiar with and accepts the obligations of the position.
• The name and address of each Manager or Managing member.
• The Articles of Organization must be executed by at least one member or authorized representative of a member.
• The execution of the document constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
• If an effective date is listed, the date must be specific and can not be more than five business days prior to or 90 days after the date of filing.

FOREIGN LLC WISHING TO START BUSINESS IN FLORIDA

•  A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the Department of State.

•  A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the Department of State for filing.

•  The application shall be made on forms prescribed and furnished by the Department of State and shall contain the following information:

1. The name of the foreign limited liability company,
2. The jurisdiction under the law of which it is organized.
3. Its date of organization and period of duration.
4. The street address of its principal office.
5. The street address of its registered office in this state and the name of its registered agent at that office.
6. Whether or not the limited liability company is manager-managed and, if so, the usual business addresses of its managing members or managers.
7. The nature of the business or purposes to be conducted or promoted in this state.
8. Such additional information as may be necessary or appropriate in order to enable the Department of State to determine whether such limited liability company is entitled to file an application for authority to transact business in this state and to determine and assess the fees, penalties, and taxes payable.

•  The foreign limited liability company shall also furnish a certificate of existence duly authenticated by the official having custody of records in the jurisdiction under the law of which it is organized, not more than 90 days prior to delivery of the application to the Department of State.

•  A translated copy of the certificate, under oath of the translator, shall be attached to a certificate which is in a language other than the English.

•  The foreign limited liability company in this state must continuously maintain in this state:

1. A registered office that may be the same as any of its places of business.
2. A registered agent, which may be either:

1. An individual who resides in this state and whose business office is identical with the registered office; or
2. A foreign or domestic entity authorized to transact business in this state which has a business office identical with the registered office.

STATE FEES LIMITED LIABILITY COMPANY