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1. Florida-Specific Details
LLC (Limited Liability Company) in Florida
Liability Protection: Florida LLC owners (members) are not personally liable for business debts or lawsuits unless they personally guarantee a debt or commit fraud.
Charging Order Protection: Florida has strong charging order protections, meaning creditors of an LLC member cannot seize company assets—they can only collect distributions (if any).
Management & Taxation: LLCs can be member-managed or manager-managed, and they are pass-through entities by default (no federal income tax at the entity level).
State Filing & Fees:
Articles of Organization: $125 filing fee
Annual Report: $138.75 due by May 1st each year
LLP (Limited Liability Partnership) in Florida
Liability Protection: Florida LLP partners are not liable for business debts, but they are personally liable for their own malpractice (common in law and accounting firms).
Protection from Partner’s Actions: Florida law ensures LLP partners are not responsible for malpractice claims against another partner.
State Filing & Fees:
Registration: $50 per partner
Annual Report: $25 per partner
2. Federal-Level Considerations
Taxation:
Both LLCs and LLPs are pass-through entities by default (profits/losses pass to owners' personal tax returns).
LLCs can elect to be taxed as an S-Corp or C-Corp for tax advantages (e.g., payroll tax savings).
LLPs cannot elect S-Corp status.
Liability Protections:
Federal laws do not override state-level liability protections for LLCs or LLPs.
Courts generally respect LLC protections unless fraud, personal guarantees, or improper use of funds occur.
3. Contrasting Examples from Other States
Texas (Pro-LLC & Strong Asset Protection)
LLC: Texas offers charging order protection, preventing creditors from taking LLC assets.
LLP: In Texas, LLPs must maintain at least $100K in liability insurance to keep liability protection.
California (More Expensive & Restrictive)
LLC: Annual Franchise Tax of $800, even if no income. Extra gross receipts tax for LLCs making over $250K per year.
LLP: Allowed only for licensed professionals (lawyers, accountants, architects). Partners are not personally liable for debts, but malpractice rules apply.
New York (Strict Reporting & Fees for Both)
LLC: Must publish notice of formation in two newspapers (costs $1,000+ in NYC). Must file a Biennial Report ($9).
LLP: Requires higher insurance coverage for liability protection.
Final Takeaway for Florida Business Owners LLC is best for general businesses, real estate, and companies wanting strong liability protection and tax flexibility.
LLP is best for law firms, accountants, and other professional services needing limited liability for business debts but still responsible for personal malpractice.
Florida has some of the strongest LLC protections (especially against personal creditors) compared to states like California and New York.
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