If you have your Limited Liability Company (LLC) registered in Florida, then you have the option to add a member to it when the need arises. The Division of Corporations in the Florida Department is where an LLC is registered in the state.
Most businesses usually hire attorneys to draft legal documents like the Articles of Organization, which is required to form a Limited Liability Company. The Division of Corporations, however, makes paperwork available online. Business owners who are familiar with these documents can save money by using online forms to complete activities; like enrolling new members.
The operating agreement for a Limited Liability Company should specify the procedure for appointing a new member. The Florida Statutes stipulate that a majority of the LLC’s members must agree to add new ones to the operating agreement but makes no such provisions.
Steps on How to Add a Member to LLC in Florida
Update your Florida LLC Operating Agreement
Your operating agreement should be updated as the first step in changing the internal structure of your company when you add a member. You will need to refer to your LLC operating agreement to determine the process because it should be described there. The method usually entails:
- Draft a new member’s amendment
- Assembling all the LLC participants for a meeting
- Adoption of the amendment by a vote
- A new operating agreement
- You can possibly convert single-member LLC operating agreement into a multi-member LLC operating agreement if you own the company
- In Florida, an LLC may add members with the approval of everyone involved.
Amend your Florida LLC Articles of Organization
Anytime the information about your LLC changes, and it affects what you have on your file with the Florida Department of State’s Division of Corporations, you must file Florida Articles of Amendment. The following must be included;
- The name of the LLC
- Date of formation
- Florida document number
- Address, name, and position of new LLC member
- Put “MGR” for manager or “AMBR” for an authorized member in the title field
- Make sure the “Add” checkbox is selected in the far-right column
- Explain any additional adjustments (optional)
- If it is a future date, it will take effect 90 days after filing (optional)
- signature of a member or other individual with filing authority for your LLC
- About $25 filing fee
In addition, a cover letter with contact details (name, postal address, email address, and phone number) for the person who will handle this form on your company’s behalf is required. Note that the details on the cover letter will not be disclosed.
Have in mind that as much as you have the option to file your Florida Articles of Organization online, you can only submit your Articles of Amendment as a paper document. The Articles of Amendment can be delivered in person or via mail.
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
Contact the IRS
If any of the information the IRS has for your business changes, you should reach out to them. You won’t need to submit any paperwork when adding a new member to your LLC, but you should let the IRS know about the addition. If you add a new LLC member to an SMLLC, however, you will need to file Form 8832.
This is because adding a new member automatically converts a single-member LLC into a multi-member LLC, and your tax filing status may shift from “disregarded entity,” which is the default for SMLLCs, to “partnership.” Your entity classification election may also change from “disregarded entity” to “partnership” using Form 8832.
It is important to know about the implications of the person you want to add to your Limited Liability Company in Florida. This is because an LLC held by a husband and wife would be considered a partnership for IRS purposes, and its reports should be filed appropriately because Florida is a non-community property state.