Florida Articles of Organization (Form INHS18) — What You Need to File

The Articles of Organization is the official formation document that creates your LLC under the Florida Revised LLC Act (Chapter 605, Florida Statutes). Filing Form INHS18 with the Division of Corporations through Sunbiz.org is the legal act of formation — everything else (operating agreement, EIN, bank account) comes after. The filing fee is $125, which includes the $100 Articles fee plus the $25 registered agent designation fee.

Under §605.0201, an LLC is formed when the Articles of Organization are filed with the Division of Corporations (or on a later effective date specified in the Articles). The LLC is a separate legal entity distinct from its members from that moment forward.

What Form INHS18 Requires

The Florida Division of Corporations requires the following information on the Articles of Organization. When filing online through Sunbiz.org, you will enter this information field by field in their electronic filing system:

Required fields:

1. LLC Name — Must comply with §605.0112: include "Limited Liability Company," "LLC," or "L.L.C." (or abbreviations like "Ltd. Liability Co.") and must be distinguishable from existing entity names on file with the Division. Run a name search first.

2. Principal Office Address — The street address where the LLC's primary business activities occur. This can be a home address, an office, or even an out-of-state address (the principal office does not need to be in Florida). Must be a street address, not a P.O. box.

3. Mailing Address — Where the Division should send correspondence. Can be the same as the principal office address or different (e.g., a P.O. box is acceptable here).

4. Registered Agent Name — The full legal name of the individual or business entity serving as your registered agent. Must be a Florida resident individual or an authorized business entity per §605.0113.

5. Registered Agent Address — Must be a physical street address in Florida where the agent can be served in person during business hours. No P.O. boxes. No virtual offices without a physical presence.

6. Management Structure — You must declare whether the LLC is "member-managed" or "manager-managed." This determines who has authority to act on behalf of the LLC:

   • Member-managed: All members are agents of the LLC and can bind it (§605.04074)
   • Manager-managed: Only designated managers are agents; members have no individual authority to bind the LLC (§605.04075)

7. Authorized Representatives — If manager-managed: names and addresses of each manager. If member-managed: names and addresses of each member. These names become part of the public record on Sunbiz.org.

8. Effective Date — The date the LLC legally comes into existence. Options:

   • Filing date (most common — LLC exists when the Division processes the filing)
   • Future date (up to 5 business days out — useful if you want the LLC to start on a specific date, such as the first of the month)

9. Organizer — Name and address of the person submitting the Articles. The organizer does not need to be a member or manager — it can be an attorney, formation service, or any individual authorized to file on behalf of the LLC.

10. Electronic Signature — The organizer types their name as the electronic signature when filing through Sunbiz.org.

Optional provisions:

• Duration (perpetual is the default under §605.0201; you can specify a term of years if desired)
• Statement of purpose (not required — default is "any lawful purpose")
• Additional provisions governing the LLC's internal affairs

How to File Through Sunbiz.org

Online filing (recommended):

1. Navigate to sunbiz.org
2. Select "Start a Business" from the top menu
3. Choose "Florida Limited Liability Company"
4. Enter each required field following the prompts
5. Review your entries on the confirmation screen
6. Pay the $125 fee by credit or debit card
7. Submit — you will receive an electronic confirmation with a filing number

Processing time: 1-2 business days for online filings. There is no separate "expedited" tier for online submissions — standard online processing is already fast.

By mail (not recommended):

• Download Form INHS18 from the Division of Corporations' forms page
• Complete the paper form, sign it
• Mail to: Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314
• Include a check or money order for $125 payable to "Florida Department of State"
• Processing time: 3-5 weeks depending on volume

Online filing is strongly recommended. It is faster, you receive immediate confirmation, and your filed documents are available for download from Sunbiz.org as soon as processing is complete.

After Your Articles Are Filed

Once the Division of Corporations processes your filing:

1. Your LLC's record appears on Sunbiz.org — searchable by name or document number
2. Download your filed Articles — this is your official proof of formation; no paper certificate is mailed for online filings
3. Your document number is assigned — this is your LLC's permanent identifier with the Division of Corporations (format: L + 8 digits)

Next steps after filing:

1. Draft your operating agreement — not filed with the state but essential for your records
2. Apply for your EIN — free from the IRS, needed for banking and taxes
3. Open a business bank account — bring your downloaded Articles, EIN, and operating agreement
4. Understand your annual report obligation — $138.75 due by May 1 starting the year after formation
5. Determine your tax obligations — register for sales tax if selling taxable goods/services

Articles of Organization vs. Other Documents

Common Mistakes to Avoid

1. Using a P.O. box for the registered agent address — Florida law (§605.0113) requires a physical street address in Florida. The filing system on Sunbiz.org will accept a P.O. box, but this violates statutory requirements and can create problems if service of process is attempted.

2. Choosing a name without searching first — If your name is not distinguishable from an existing filing, the Division will reject your Articles. Search on Sunbiz.org before filing to avoid the delay and frustration of a rejection.

3. Selecting the wrong management structure — Most small Florida LLCs (especially single-member) should select "member-managed." Only choose "manager-managed" if you specifically have passive investor-members who should not have authority to bind the LLC. This designation appears in the public record and affects who third parties will recognize as authorized to sign contracts.

4. Listing a registered agent who has not consented — Your registered agent must agree to serve before you file. The Sunbiz.org filing includes a confirmation that the agent has consented. Listing someone without their knowledge can result in the agent declining, leaving your LLC without proper representation.

5. Incorrect or incomplete addresses — The Division requires complete street addresses (number, street, city, state, zip). Apartment/suite numbers should be included. Incomplete addresses can delay processing.

6. Forgetting the LLC will owe an annual report — Many new LLC owners file their Articles and forget about the $138.75 annual report due May 1 of the following year. Missing it triggers a $400 late fee and eventual administrative dissolution.

Cost Breakdown

FAQ

What is the difference between Articles of Organization and Articles of Incorporation?

Articles of Organization creates an LLC under Chapter 605, Florida Statutes. Articles of Incorporation creates a corporation under Chapter 607. They are separate entity types with different governance rules, tax treatment, and compliance requirements. An LLC offers more flexibility and less formality; a corporation is preferred for venture capital or public offerings. See our LLC vs Corporation comparison.

Can I amend my Articles of Organization after filing?

Yes. File Articles of Amendment through Sunbiz.org ($25 fee). Common amendments include changing the LLC name, changing the principal address, switching from member-managed to manager-managed, or adding provisions. Changing your registered agent is done through a separate Statement of Change filing ($25) rather than an amendment.

How soon after filing is my LLC legally active?

Your LLC exists on the effective date stated in the Articles. If you chose the filing date (most common), your LLC is legally active as soon as the Division of Corporations processes the filing — typically within 1-2 business days of online submission. The effective date appears on your filed Articles available on Sunbiz.org.

What if the Division rejects my filing?

The most common rejection reason is a name conflict with an existing entity. The Division will notify you of the rejection reason via email (for online filings). You can correct the issue and refile — you will need to pay the $125 fee again. This is why running a thorough name search before filing is important.

Do I receive a physical certificate?

No. Florida's Division of Corporations does not mail certificates for online LLC formations. Your proof of formation is the filed Articles of Organization, which you download directly from Sunbiz.org. This electronic document is legally equivalent to a paper certificate and is accepted by banks, courts, and other institutions.