Yes, there is nothing in the new Florida Revised Limited Liability Company Act (the “New LLC Act”) that restricts a minor from being a member of an LLC in Florida. A minor is any individual who is under the age of 18, but just like most states in the US, nothing is said about how old a person has to be to serve as an organizer and form an LLC.
But the only issue with it is that any contract asserted by a minor can also be voidable by him without any repercussions. This entails that the minor can avoid any contractual obligations he may enter into while the other non-minor parties do not have that option.
According to experts, this makes contracting to enter into a business with a minor to be a very risky agreement and one that should be analyzed properly. Note that in the State of Florida, LLC’s members (owners) can be individuals or other business entities such as other LLCs or corporations.
An LLC can have any number of members—anywhere from one to thousands. However, certain problems may occur where an LLC has minor members; especially where, as is normally the case, the LLC is member-managed—that is, all the members take up responsibility for the day-to-day running of the business.
Have it in mind that there are special legal rules that regulate the ability of minors to make and break contracts. Although these rules vary, but in the State of Florida, most types of contracts entered into by minors are voidable—that is, the minor can choose to either honor or void (end) the contract. But if the contract is voided, the minor is expected to give back anything of value he or she received from the other party, such as money or property.
Owing to these rules, people are wary of dealing with an LLC that is owned solely by a minor or that is managed by a minor member because they fear that any agreements they venture into with the LLC won’t be legally binding. Howbeit, this problem can be avoided if there are one or more members of the LLC who are over age 18—for instance, the minor’s parent or parents or an adult sibling or friend.
These adult members will be expected to sign all contracts on the LLC’s behalf. The LLC can also file a statement of authority with the Secretary of State noting that only the adult members can function as the LLC’s agents with the authority to legally bind it to contracts. Another alternative is to adopt a manager-management structure for the LLC. Under this structure, the LLC business is managed by one or more designated managers.
Note that the managers may be LLC members, non-members/outsiders, or a combination of the two. However, these managers will more or less be adults, while the minor-members would be left as passive investors not included in the LLC’s day-business operations.
In the state of Florida, have it in mind that member-management is the default for LLCs. To change this, you will have to form a manager-management structure in your LLC’s articles of organization or in a written LLC operating agreement.
Requirements for LLCs in the State of Florida
First, have it in mind that every state has different requirements for forming a limited liability company (LLC). So whether you are starting a business or incorporating a business already in existence, you will need to research the state requirements for LLC Formation. The requirements in the state of Florida include;
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Florida LLC Name Requirement
The LLC name is expected to end with “Limited Liability Company,” “LLC” or “L.L.C.”
Professional Services Businesses
Florida also lets professionals, such as accountants, attorneys, and physicians, to form a professional limited liability company (PLLCs). However, after forming a limited liability company (LLC), you are expected to undertake some vital steps on an ongoing basis to ensure that your business stays in compliance. Note that these steps are also vital in preserving the limited liability an LLC provides its owner(s).
Requirements for the Articles of Organization
Note that the document needed to form an LLC in Florida is called the Articles of Organization. The information required in the formation document varies by state. Florida’s requirements include:
- Registered agent. LLCs are expected to list the name and address of a registered agent with a physical address (no post office boxes) in Florida. The registered agent will have to be available within normal business hours to accept important legal and tax documents for the business.
Note that the following are Florida’s requirements for the members/managers of LLCs:
- Minimum number. LLCs are expected to have one or more members/managers.
- Residence requirements. Florida does not have a provision specifying where members/managers will have to reside.
- Age requirements. Florida does not have age requirements.
- Inclusion in the articles of organization. Member/Manager names and addresses are required to be listed in the Articles of Organization.
Florida LLC Taxes and Fees
According to reports, the following are taxation requirements and ongoing fees in Florida:
- Annual report. Florida mandates LLCs to file an annual report, which is due on May 1. The filing fee is $138.75.
- For complete details on state taxes for Florida LLCs, visit Business Owner’s Toolkit or the State of Florida.
- Federal tax identification number (EIN). An EIN is necessary for LLCs that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
- State tax identification number. Florida does not mandate a state tax identification number.
Business licenses in Florida
Business licenses and/or permits are required for most businesses. A business license/occupational license or business tax receipt is required by most counties in Florida to have the legal right to do and carry out any form of business in that county. Check with your local tax collectors office to see what they require.
In the State of Florida, it is imperative to consider forming an LLC. LLCs limit an owner’s personal liability for business debts and lawsuits and provide a certain level of flexibility when it comes to ownership, management, and taxation of the business. Florida does not require LLCs to have operating agreements, but it is highly advisable to have one.
Note that an operating agreement will aid in protecting your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default.