Florida is one of the cheapest states in the country to launch a private fund. The two LLCs behind a typical fund cost $125 each to form. A Rule 506 offering triggers no state filing and no state fee. The state's private fund adviser exemption also costs nothing. And no Florida income tax touches the management fees, carried interest, or fund gains that flow through to individuals.
A thin state layer does not make the launch informal. Form D still goes to the SEC through EDGAR within 15 days of the first sale. Rule 506(b) still bans general solicitation. A Section 3(c)(1) fund still caps out at 100 beneficial owners. And Florida's adviser exemption has one condition with teeth: a 3(c)(1) fund that is not a venture capital fund must be owned entirely by accredited investors.
This guide walks the full path: entity formation at Sunbiz, the offering filings, the adviser analysis under Chapter 517 of the Florida Statutes, and the deadlines that carry penalties. Every legal claim cites the statute or rule it comes from.
Five steps to launch in Florida
Generate Documents
Free on HedgiaYour fund needs offering documents before it can take a dollar: an offering memorandum, operating agreements for both LLCs, and subscription documents. Hedgia generates all of them free, whether or not you launch on the platform.
Create the Two LLCs
File Articles of Organization with the Florida Division of Corporations (Sunbiz) for the management company and the fund. Each filing costs $125 required: $100 for the Articles plus $25 for the registered agent designation. Sunbiz shows a $160 total online only because it adds two optional items, a $30 certified copy and a $5 certificate of status.
Create Accounts and File Form D
Obtain EINs for both LLCs, open the fund's bank account, and handle the one securities filing a Florida fund makes: Form D with the SEC. Florida itself requires nothing. Hedgia obtains the EINs, prepares and submits Form D at your direction, and sets up banking through Axos Bank.
Invite Investors
Under Rule 506(b) you can raise from an unlimited number of accredited investors without general solicitation. Investor composition is the one decision that determines whether Florida's adviser exemption stays available, so settle it before the first subscription.
Start Your Fund
Run the fund on Hedgia's software: investor onboarding, NAV, fee calculations, K-1 preparation, and reporting. $0 upfront and no minimum fund size.
* $89/month includes 3 manager seats. Additional seats $30/month each. Plus 0.2% of AUM above $1 million, capped.
Florida requirements at a glance
The law behind each requirement
Rule 506(b): the federal exemption your offering relies on
Rule 506(b) of Regulation D is an exemption from Securities Act registration. Securities sold under it are covered securities under Securities Act Section 18(b)(4)(F), which bars states from imposing registration or merit review on the offering. States may require at most a notice filing, a fee, and consent to service of process. Florida requires none of the three.
- •Unlimited accredited investors; up to 35 purchasers per offering who are not accredited, each of whom must meet the rule's sophistication standard
- •No general solicitation or advertising
- •Form D due at the SEC through EDGAR within 15 days of first sale, under SEC Rule 503
- •State authority over the offering is limited to notice filings, fees, and consent to service under Section 18(c)
Florida requires no filing for a Rule 506 offering
Section 517.07(1), Florida Statutes makes a sale lawful without state registration when the security is a federal covered security, and Rule 506 securities qualify. Chapter 517 attaches no notice filing, fee, or consent to service to them. The Office of Financial Regulation's FAQ says it directly: 'Florida does not require any Notice filing fee, or consent to service for Rule 506 Filings (Offerings).'
- •No Florida form, no fee, no deadline; there is nothing to file late
- •Form D goes to the SEC only, through EDGAR, within 15 days of first sale
- •Florida's separate limited offering exemptions carry their own notice filings, but a Rule 506 offering never needs a state exemption, so they do not apply
Adviser registration is Florida's default rule
Section 517.12(3), Fla. Stat. bars an investment adviser from engaging in business from offices in Florida, or rendering investment advice to persons of this state, by mail or otherwise, unless registered with the Office of Financial Regulation. A fund manager escapes it through the private fund adviser exemption, not by default.
- •State registration carries a $200 assessment fee for the adviser plus $50 per associated person (s. 517.12(10)(a))
- •A narrow exclusion covers advisers with fewer than six Florida resident clients in the preceding 12 months (s. 517.021(20)(b)7., counting clients per SEC Rule 222-2), but official guidance does not address how it applies to a manager operating from a Florida office, so do not build a fund on it
- •SEC registered advisers do not register with the state; they notice file under s. 517.1201 at $200 initially and $200 per annual renewal
The private fund adviser exemption, s. 517.12(23)
Effective October 1, 2023, Florida exempts a private fund adviser: an investment adviser who advises solely one or more qualifying private funds. It piggybacks on the federal exempt reporting adviser regime under Advisers Act Rule 203(m)-1. The same truncated Form ADV reports an exempt reporting adviser files with the SEC go to Florida through IARD, and Florida charges no fee for them.
- •Advise only qualifying private funds: Rule 203(m)-1 qualifying private funds, Rule 203(l)-1 venture capital funds, or DOL venture capital operating companies
- •No disqualifying event under SEC Rule 506(d)(1) for the adviser or its advisory affiliates
- •File each SEC exempt reporting adviser report and amendment with OFR through IARD (s. 517.12(23)(f)); Florida adds no fee, and the IARD system fee is $150 per initial report and $150 per annual updating amendment
- •For a 3(c)(1) fund that is not a venture capital fund: every beneficial owner of the fund's securities, other than short term paper, must be an accredited investor, and the adviser must make written disclosures at the time of purchase (s. 517.12(23)(c))
- •No audited financial statement condition; the NASAA model rule imposes one on advisers to these funds, and Florida's statute does not
Section 3(c)(1): staying outside the Investment Company Act
Section 3(c)(1) of the Investment Company Act is an exclusion from the definition of investment company, not an exemption. A fund whose outstanding securities are beneficially owned by no more than 100 persons, and which makes no public offering, never becomes an investment company at all, so the Act's registration regime never reaches it.
- •No more than 100 beneficial owners of the fund's outstanding securities
- •No public offering, which a Rule 506(b) offering with no general solicitation respects by design
- •Florida adds an overlay through the adviser exemption: under s. 517.12(23), a 3(c)(1) fund that is not a venture capital fund must be owned entirely by accredited investors
Florida tax and deadline quirks
No state personal income tax, by constitution
Florida's constitution bars the state from taxing the income of natural persons (Fla. Const. art. VII, s. 5(a)). Management fees, carried interest, and fund gains that flow through to individual managers and investors face no Florida income tax.
Pass through fund LLCs owe no Florida corporate income tax
Florida's 5.5% corporate income tax reaches corporations, not partnerships (ch. 220, Fla. Stat.). Per the Department of Revenue, an LLC classified as a partnership files a Florida partnership information return (Form F-1065) only if a corporation owns part of it. A fund LLC and management company LLC owned by individuals file no Florida income tax return at all.
The annual report late fee is $400, with dissolution in September
Each LLC's $138.75 annual report is due May 1. Filed one day late, the state adds a $400 late charge under s. 607.193, Fla. Stat., for $538.75 total. An LLC that still has not filed by 5:00 p.m. Eastern Time on the third Friday of September is administratively dissolved, executed on the fourth Friday of September (s. 605.0714(1)(a), Fla. Stat.). Calendar May 1; the penalty is nearly 3x the report fee.
Florida asks very little of a new fund
Add it up. Two LLCs cost $250 in state fees and process online in a few business days. The Rule 506 offering triggers no Florida filing and no Florida fee. The adviser exemption costs nothing beyond the $150 IARD system fee that federal exempt reporting adviser filings already carry. No state income tax reaches the manager or the fund. The recurring state obligation is one $138.75 annual report per LLC, due May 1.
The binding constraints are federal, plus one Florida overlay. Form D is due at the SEC within 15 days of first sale. Rule 506(b) caps purchasers who are not accredited at 35 per offering and bans general solicitation. Section 3(c)(1) caps beneficial owners at 100. And s. 517.12(23) requires a 3(c)(1) fund that is not a venture capital fund to be owned entirely by accredited investors. Investor composition is the one decision that determines whether the state layer stays free.
Hedgia handles the mechanics: both LLC formations, EINs, fund document generation, Form D preparation and submission at your direction, banking through Axos Bank, and investor onboarding through NAV, fees, and K-1s. Registration and exemption decisions stay with you and your counsel. Confirm current fees and processing times with the Division of Corporations and the Office of Financial Regulation before you file.
Florida Office of Financial Regulation, Division of Securities