[FL] How to form a private LLC in Florida

Lexi, Chatbot

I understand that setting up an LLC can be a complex process. What specific aspects of forming an LLC in Florida are you seeking assistance with? Have you already chosen a name for your LLC and determined the members involved?

Lexi, Chatbot

Is there anything else the corporate lawyer should know before I connect you? Rest assured, they’ll be able to help with your LLC anonymity.

Brandon

Hi there, my name is Brandon, and I’m an attorney. I’ll be happy to help you out today.

Please note that this discussion is for guidance only and does not create an attorney-client relationship. My responses should not be taken as formal legal advice.

Also, I may need time to research your answer to ensure accuracy. I appreciate your patience if there’s a delay.

What is your specific question?

Brandon

Great question — this is a common concern for business owners who want to protect their privacy.

Let’s break this down clearly.

Brandon

Your Core Goal: Maintaining Anonymity on Sunbiz.org

In Florida, limited liability companies (LLCs) are governed by the Florida Revised Limited Liability Company Act (Fla. Stat. Chapter 605). By default, the Florida Department of State requires certain identifying information to be publicly listed on Sunbiz.org, the state’s corporate registry.

Specifically, Fla. Stat. § 605.0201(3) mandates disclosure of:

• The name and Florida street address of the registered agent;

• The name and address of at least one manager (for manager-managed LLCs) or member (for member-managed LLCs); and

• The principal office address and mailing address of the company.

If you list yourself directly in any of these roles, your name and home address will appear in the public record. However, several lawful structuring methods can protect your privacy while remaining fully compliant with state and federal law.

Option 1: Use a Commercial Registered Agent Service

The simplest and most effective privacy measure is to appoint a commercial registered agent, as permitted by Fla. Stat. § 605.0113.

A registered agent service will:

• Receive all official state correspondence and legal documents on behalf of your LLC; and

• Allow you to use their business address in place of your personal one.

Key Compliance Tip:
Do not list yourself as the registered agent — that’s the most common way individuals accidentally expose their home address on Sunbiz.

Option 2: Form a Manager-Managed LLC Using a Nominee or Separate Manager LLC

Florida law (see Fla. Stat. § 605.0407) allows you to choose a manager-managed structure instead of a member-managed one.

Here’s how that helps maintain privacy:

• In a manager-managed LLC, Sunbiz only requires the name of the manager, not the members.

• You can form a separate LLC (or designate a trusted nominee under a private management agreement) to serve as the manager.

• This keeps your personal name off public filings, while maintaining full control and ownership privately through your internal Operating Agreement.

Note: Any nominee or manager must act under a written management contract that clearly limits their authority and affirms your beneficial ownership.

Option 3: Two-Layer “Circular” LLC Structure

Florida law does not prohibit multi-entity structures so long as each LLC complies with registration and reporting rules. One effective privacy strategy is to create two LLCs that manage one another:

Example:

• LLC A (Operating LLC): Runs your business.
• LLC B (Manager LLC): Serves as the manager of LLC A.

Then:

• LLC A lists LLC B as its manager on Sunbiz.
• LLC B uses a commercial registered agent and does not list your personal name.
• Optionally, LLC A can also manage LLC B — but this may complicate banking and tax compliance.

Important:

• Each LLC must maintain its own registered agent and EIN.
• Avoid listing your personal name or residential address in either entity’s formation documents.
• The Internal Revenue Service (IRS) and Financial Crimes Enforcement Network (FinCEN) still require disclosure of Beneficial Ownership Information (BOI) under 31 U.S.C. § 5336 (Corporate Transparency Act), even if your name is not listed publicly on Sunbiz.

Putting It All Together

A strong, privacy-focused structure could look like this:

1. Form LLC B (Manager LLC) first — in Wyoming or Florida, using a commercial registered agent service.
2. Form LLC A (Operating LLC) in Florida, listing LLC B as its manager.
3. Use distinct registered agents for each LLC.
4. Keep all internal records (Operating Agreements, ownership certificates, and EINs) private, retaining them for compliance with IRS and FinCEN BOI reporting rules.

Bottom Line

By carefully structuring your LLC under Florida Statutes Chapter 605, using commercial agents, manager-managed entities, and interlocking LLCs, you can maintain privacy and compliance simultaneously.

While your identity will remain hidden from public view on Sunbiz.org, your structure must still satisfy federal beneficial ownership disclosure and tax reporting obligations to remain lawful.

Brandon

Did this explanation answer your question, and do you feel comfortable moving forward with this setup?

Brandon

Feel free to add me to your favorites — whenever you have a new question, just start a new thread with @BrandonEsq to reach me directly.