How To Add a New Member to a Florida LLC? (In 4 Easy Steps)
Adding a new member to your Florida LLC can benefit the company through supplementary capital, additional expertise, and an expanded network.
As a Mergers and Acquisitions specialist, I assisted several businesses and entrepreneurs with forming LLCs and maintaining their respective companies.
After consulting legal experts in Florida, we’ll share our insights on how to add a new member to your LLC.
Quick Summary
- To add a new member to your Florida LLC, comply with the specific provisions of the operating agreement, amend your articles of organization and file the document to update your company status.
- The Articles of Amendment have to be filed with the Florida Division of Corporations to legally register the addition of a new member.
- According to the SBA, in 2022, there were 3 million small businesses operating in the state of Florida, 533,137 of which were domestic limited liability companies.
- There is no online application option for filing the Articles of Amendment. I had to download and print the form on the Sunbiz website, then mail the document to the Florida Divisions of Corporations.
1. Consult Your Operating Agreement
The provision for adding a new member to your limited liability company is outlined in the operating agreement. The document will help you determine if all members have to agree or if a majority vote is sufficient to admit a new member.
Given the economic backdrop, where Florida's unemployment rate as of November 2023 was a low 2.9%, according to U.S. Facts, indicative of a robust job market, this could be an opportune time to expand the LLC's membership [1].
If your LLC did not draft an operating agreement, Florida business law allows the addition of a new member if all the owners agree to the motion.
2. Convene All the Members
Once the provisions have been reviewed, we inform all the owners through a formal notice to conduct a meeting and vote on the proposed act to admit a new LLC member.
3. Amend Articles Of Organization For A Florida LLC
If the members vote to admit the new member to your LLC, you need to update your Articles of Organization by filing an amendment.
According to SBA data from 2023, the business climate in Florida is thriving, with 533,137 of the 3.1 million small businesses classified as domestic limited liability companies [2]. This illustrates the prevalent choice of the LLC structure among local entrepreneurs, underscoring its relevance to your company’s transition.
The Articles of Amendment must include your LLC name, date of formation, name, title, and address of the new member, and the effective date.
"The amendment introduces new members, yet it requires the consent of current members to guarantee these new entrants possess an equal share of ownership. Consequently, these new members will become owners as per the new operating agreement."
- Jon Morgan, Co-Founder & Chief Editor of Venture Smarter
The document must be signed by a member or an authorized person on behalf of your LLC, and filed with the Florida Division of Corporations.
4. Update your Tax Status
If you add a new member to your LLC, you need to notify the IRS to update the agency regarding the addition to your company.
When I added a new member to a single-member LLC, I had to file Form 8832 with the IRS to change the tax status from "disregarded entity" to "partnership" [3].
Related Articles:
Can the Florida LLC Articles of Amendment Be Submitted Online?
The Florida LLC Articles of Amendment can’t be submitted online [4].
A hard copy must be sent to the Division of Corporations by regular mail, fax, or in person to the following addresses:
- By mail:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314 - In-person:
Registration Section
Division of Corporations
The Center of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
FAQs
How Long Does It Take to Process the Florida Articles of Amendment?
It takes 3 to 4 weeks to process the Florida Articles of Amendment.
How Much Does It Cost to File Florida Articles of Amendment?
It costs $25 to file the Florida Articles of Amendment. Additionally, the state doesn't offer to expedite this process.
References:
- https://www.irs.gov/forms-pubs/about-form-8832
- https://advocacy.sba.gov/wp-content/uploads/2023/11/2023-Small-Business-Economic-Profile-FL.pdf
- https://www.irs.gov/forms-pubs/about-form-8832
- https://files.floridados.gov/media/702399/cr2e049.pdf
