Single-Member LLC in Florida: A Plain-English Guide

What Is a Single-Member LLC in Florida?

A single-member LLC in Florida is a limited liability company with one owner. The company is a separate legal entity from that owner, which is why many owners form one. This guide explains how it’s formed, what protection it gives, how it’s taxed, and where disputes often start.

What is a single-member LLC in Florida?

A single-member LLC is a limited liability company that has one owner, called a member. Florida’s LLC rules sit in Chapter 605, Florida Statutes, the Florida Revised Limited Liability Company Act. The LLC is its own legal entity, apart from the person who owns it. That separation is the main reason owners use this structure.

Under Fla. Stat. 605.0201, an LLC is formed when its articles of organization take effect and at least one person becomes a member. Separately, Fla. Stat. 605.0401(1) provides that when an LLC will have only one member at formation, that person’s membership begins on terms agreed between that person and the company’s authorized representative.

A one-owner LLC has a single member. It still has to meet the state’s naming, filing, and record-keeping rules. Those rules don’t change because there is only one owner.

How is a single-member LLC formed in Florida?

You form a single-member LLC by filing articles of organization with the Florida Division of Corporations, known as Sunbiz. The state’s LLC filing page describes the filing, its requirements, and the fees. Submitted information becomes public record.

The articles must state the company’s name and the street and mailing addresses of its principal office. They must also name the initial registered agent, that agent’s street address in Florida, and the agent’s written acceptance, under Fla. Stat. 605.0201. The registered agent receives legal papers for the company.

The operating agreement is not one of the articles. That document sets out how the company is run.

A practical order of steps looks like this:

1. Choose a name.
2. Appoint a registered agent.
3. File the articles.
4. Adopt an operating agreement.
5. Open a bank account in the company’s name.
6. Get a federal tax identification number if the business needs one.

After formation, the LLC files an annual report. The first one is due between January 1 and May 1 of the year after the articles took effect.

Does a single-member LLC protect your personal assets?

In general, yes. The company’s debts belong to the company, not to its owner. The statute says a company’s debt is “solely the debt, obligation, or other liability of the company,” under Fla. Stat. 605.0304. A member is not personally liable for that debt just for being a member.

The protection has limits. Under Fla. Stat. 605.04093, a manager, or a member of a member-managed LLC, can face personal liability for management decisions when the breach falls into listed categories. Examples include a violation of criminal law or a transaction that gave the member an improper personal benefit.

A personal agreement to cover the company’s debt also changes things. Many landlords and lenders ask owners to sign one. Read any personal agreement closely before you sign.

Commingling business and personal funds is a separate issue from observing formalities, and courts deciding whether to disregard an LLC’s separate existence may treat it as a relevant factor, so keeping company and personal money apart remains important. Under Fla. Stat. 605.0304, a failure to observe formalities relating to the exercise of an LLC’s powers or management of its activities is not, by itself, a ground for imposing member or manager liability for the company’s debts or obligations. Florida courts may still decline to respect an LLC’s separate existence in some circumstances, such as where the entity has been used for improper conduct, but that analysis depends on the facts. Records still matter in a dispute, because they show how the company actually ran.

How is a single-member LLC taxed?

Federal tax rules let a single-owner LLC elect to be classified as an association, and otherwise it is disregarded as an entity separate from its owner.

Choosing a classification is a tax decision, separate from forming the LLC. Tax results depend on the facts of each owner’s situation. The company’s legal status and its federal tax treatment are two different questions.

An S corporation is also a tax election, not a different kind of business form. Once an S election ends, 26 U.S.C. 1362(g) generally limits when a new S election can be made, with exceptions that include IRS consent.

Single-member LLC vs. partnership vs. S corporation

A single-member LLC has one owner. A partnership has more than one owner. So the first question is whether one owner wants a separate legal entity at all.

Partner liability works differently. Under Fla. Stat. 620.8306, partners are jointly and severally liable for partnership obligations. That means each partner can be held liable for the whole obligation, unless the claimant agreed otherwise or the law provides otherwise. An LLC member is not liable for company debts just for being a member, as covered above.

That is why business partners often form an LLC with a written operating agreement. The LLC separates the company’s debts from each owner’s personal assets, while a general partnership does not.

The S corporation comparison is about two different things. An LLC is a legal form. S status is a tax election a corporation makes. Keep those questions separate when you compare them.

How much does it cost to start and keep a Florida LLC?

The state charges $100 to file original articles of organization. The state’s annual report fee is $50 plus a supplemental fee, and a $400 late fee applies if the report is not filed by the May 1 deadline. Designating or changing a registered agent costs $25. These amounts come from Fla. Stat. 605.0213. A certified copy costs $30.

These are state charges only. Other costs depend on the company’s choices. A registered agent service may charge its own fee. Preparing an operating agreement, opening a bank account, and handling tax filings can each add cost.

Whether the owner files the documents personally or has a lawyer prepare them is a question that can be reviewed in the free, confidential initial consultation, which carries no obligation to continue.

When does a single-member LLC become a business dispute?

A single-member LLC often becomes a dispute when someone questions who owns it, who controls it, or who is bound by its contracts. A relative may claim an interest. A former partner may say the company was formed for both of them. A vendor or landlord may ask who is responsible for a contract.

Records often decide these questions.

An operating agreement has limits too.

Annual reports matter in disputes. An LLC that fails to file a compliant annual report may not maintain or defend a court action in Florida until the report is filed and all fees and penalties are paid, under Fla. Stat. 605.0212.

If a partner is taking clients, read our page on when a business partner takes clients. If a partner takes control of the business, see when a business partner takes the business. For the wider scope of our work, visit outside general counsel for businesses.

Talk with KEW Legal about your single-member LLC question

If a partner, co-owner, family member, or landlord has raised questions about an LLC you own or are tied to, you may be trying to understand where you stand. KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. Kristina E. Wilson is the responsible lawyer for this page. Our team supports business owners and investors across Miami-Dade and South Florida.

Does a single-member LLC protect personal assets in Florida?

In general, the company’s debts are the company’s, not the owner’s. Owners can still be personally responsible for their own wrongful acts or a personal agreement to cover company debt.

How much does it cost to start an LLC in Florida?

Filing articles of organization costs $100, and the required registered agent designation adds $25 at filing, for a formation total of $125. The annual report fee is a $50 filing fee plus a supplemental fee set by Fla. Stat. 607.193, which may change. Other costs depend on who prepares the documents and which services the company uses.

Can a single-member LLC be taxed like a corporation?

Yes, a single-owner LLC can elect to be classified as an association, which is a corporation for federal tax purposes.

To talk about your LLC’s ownership or obligations, send a message through our contact page or call 305-990-2300. The first consultation is free, confidential, and carries no obligation to continue.