This will acknowledge your request for the forms and instructions to form a florida limited liability company
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This will acknowledge your request for the forms and instructions to form a Florida Limited Liability Company
pursuant to Chapter 608, Florida Statutes. All information included in the articles of organization must be in
English and must be typewritten or printed legibly. If this requirement is not met, the document will be
returned for correction(s). The Division of Corporations suggests using the sample articles merely as a
guideline. Pursuant to s. 608.407, Florida Statutes, additional information may be contained in the articles of
organization. NOTE: This form for filing Articles of Organization is basic. Each limited liability company is a separate
entity and as such has specific goals, needs, and requirements. Additionally, the tax consequences arising from
the structure of a limited liability company can be significant. The Division of Corporations recommends that
all documents be reviewed by your legal counsel. The Division is a filing agency and as such does not render
any legal, accounting, or tax advice. The professional advice of your legal counsel to ascertain exact
compliance with all statutory requirements is strongly recommended.
Pursuant to s. 608.407, Florida Statutes, the articles of organization must set forth the following: ARTICLE I:
The name of the limited liability company, which must end with the words “limited liability company” or
"limited company" or their abbreviation “L.L.C.” or "L.C." ARTICLE II:
The mailing address and the street address of the principal office of the limited liability company. ARTICLE III:
The period of duration which may be perpetual or for any designated time frame. ARTICLE IV:
A list of the name(s) and address(es) of the individual(s) who will serve as manager(s) or managing member(s).
Check the appropriate box and enter the information in the space provided. ARTICLE V AND ARTICLE VI: If applicable, enter the information regarding the admission of additional members and the current members’ rights to continue the business in certain circumstances. ARTICLE VII: Affidavit of Membership and Contributions CR2E047(6/98)
Section 608.407(2), Florida Statutes, states that an affidavit must accompany the articles of organization and
declare the following:
1) the limited liability company has at least one member;
2) the actual amount of cash contributed by the member(s) to date;
3) if any, the agreed value of property other than cash contributed by the member(s) to date (A description of property must be attached.); and
4) the amount of cash and property anticipated to be contributed by the members.
Articles of organization must be executed by at least one member or authorized representative of a member,
and 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 cannot be more than five
business days prior to the date of filing.
A certificate designating the initial registered office and the name of the initial registered agent must
accompany (or be part of) the articles of organization. The registered office must be a FLORIDA street
address. The registered agent must sign and state that he/she is familiar with and accepts the obligations of theposition.
FILING FEES:
$ 250.00 Filing Fee for Articles of Organization and Affidavit
$ 35.00 Designation of Registered Agent
$ 52.50 Certified Copy ( OPTIONAL
)
$ 8.75 Certificate of Status (
OPTIONAL)
A letter of acknowledgment will be issued free of charge upon registration. Please submit one check made
payable to the Florida Department of State for the total amount of the filing fees and any optional certificate or
copy.
A cover letter containing your name, address and daytime telephone number should be submitted along with
the articles of organization and the check. The mailing address and courier address are: Mailing Address Street Address
Registration Section Registration Section
Division of Corporations Division of Corporations
Post Office Box 6327 409 E. Gaines St.
Tallahassee, FL 32314 Tallahassee, FL 32399
(850) 487-6051 (850) 487-6051
Any further inquiries concerning this matter should be directed to the Registration Section by calling (850)487-6051.
ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANYARTICLE I - Name:
The name of the Limited Liability Company is:
ARTICLE II - Address:
The mailing address and street address of the principal office of the Limited Liability Company is:
ARTICLE III - Duration:
The period of duration for the Limited Liability Company shall be:
ARTICLE IV - Management: (Check the appropriate box and complete the statement)
The Limited Liability Company is to be managed by a manager or managers and the name(s)
and address(es) of such manager(s) who is/are to serve as manager(s) is/are:
The Limited Liability Company is to be managed by the members and the name(s) and
address(es) of the managing member(s) is/are:
ARTICLE V - Admission of Additional Members:
The right, if given, of the members to admit additional members and the terms and conditions of the admissions shall be:
ARTICLE VI - Members Rights to Continue Business:
The right, if given, of the remaining members of the limited liability company to continue the business on the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member orthe occurrence of any other event which terminates the continued membership of a member in thelimited liability company shall be:
ARTICLE VII - Affidavit of Membership and Contributions
The undersigned member or authorized representative of a member of
certifies:
1) the above named limited liability company has at least one member;
2) the total amount of cash contributed by the member(s) is $ ;
3) if any, the agreed value of property other than cash contributed by member(s) is $ ;
(A description of the property is attached and made a part hereto.); and 4) the total amount of cash and property contributed and anticipated to be contributed by member(s) is $ .
Signature of a member or an authorized representative of a member.
(In accordance with section 608.408(3), Florida Statutes, the execution of this affidavit constitutes an affirmation under the penalties of perjury that the facts stated herein are true.)
Typed or printed name of signee
Filing Fee: $250.00 for Articles and Affidavit
CERTIFICATE OF DESIGNATION OF
REGISTERED AGENT/REGISTERED OFFICE
PURSUANT TO THE PROVISIONS OF SECTION 608.415 or 608.507, FLORIDA
STATUTES, THE UNDERSIGNED LIMITED LIABILITY COMPANY SUBMITS THE
FOLLOWING STATEMENT TO DESIGNATE A REGISTERED OFFICE AND
REGISTERED AGENT IN THE STATE OF FLORIDA.
1. The name of the limited liability company is:
2. The name and the Florida street address of the registered agent are:
NAME
Florida street address (P. O. Box NOT
ACCEPTABLE
)
FL
C ITY
, STATE AND
ZIP
Having been named as registered agent and to accept service of process for the above stated
limited liability company at the place designated in this certificate, I hereby accept the
appointment as registered agent and agree to act in this capacity. I further agree to comply with
the provisions of all statutes relating to the proper and complete performance of my duties, and Iam familiar with and accept the obligations of my position as registered agent.
S IGNATURE
Filing Fee: $ 35 for Designation of Registered Agent
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