Open a Florida company
Opening an LLC in Florida can be an excellent compromise to operate from the United States through a USA foreign owned LLC. Incorporating a Florida LLC allows you to have a headquarters and operations in Florida. The Florida LLC is an LLC in all respects like any other LLC opened in any other US state. The state of Florida is also considered to be a very business-friendly state. Compared to Delaware, however, Florida does not impose a franchise tax. This results in relatively low annual fees in Florida, as the state's only required renewal fee is $138 paid to Sunbiz. Other than that, there are many benefits to a Florida LLC.
How to Open an Anonymous Florida LLC
There are good reasons to form an anonymous Florida LLC. This is largely because nothing good can come of posting personal information and resources online. If you simply create a single LLC in Florida, you are required to list the name of the owner which can easily be searched by creditors, people who want to harm you, or those who are just curious about where you live and what you own.
The solution is to form an anonymous LLC in New Mexico or Wyoming . You can then operate using this LLC or use it as the registrar owner for the Florida corporation. So, your name does not appear anywhere and if the Florida company is searched on Sunbiz only the anonymous information of the first open LLC is listed. Anyone looking for your company in Florida will see the name of a separate LLC that you anonymously formed in a different state. Consult our Florida LLC Training Service to ensure this process is being carried out correctly. So what we're going to do is open two LLCs. One in a more secretive state and with it incorporate your Florida LLC. We understand that a Florida LLC can come in handy for a variety of reasons. For example, for those who legally emigrate to the United States and take up physical residence in Florida and want to open a local business, they must do so through a Florida LLC. Or for example if you decide to acquire real estate that is previously owned by a Florida LLC, in this case you purchase membership of the previously incorporated Florida LLC to acquire or own the real estate.
Legal Basis
Country code: USA
Legal basis: Common law
Legal Framework: Florida Statutes – Florida Limited Liability Company Law
Company form: Limited Liability Company (LLC)
Liability: Members' liability is limited to the extent of their capital contributions.
Capital: There is no need to register a minimum or maximum capital contribution and there is no restriction on post-incorporation contributions. More than one membership class is allowed, which allows for flexible structuring
Members: A Florida LLC may be formed by one or more members, who may be individuals or entities, resident or non-resident, without limitation. The identity of registered members of the LLC cannot be publicly disclosed.
Manager: Members of the LLC can act as a manager or, alternatively, can appoint a manager. Corporate executives are eligible. Details are not publicly available.
Registered Address: LLCs must appoint a registered agent with a physical address (no PO Box) in Florida. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
General Assembly: There is no legal requirement for formal meetings of members.
Electronic signature: Allowed.
Redomiciliation: Foreign entities and other US companies can continue in Wyoming.
Compliance: Accounting records must be maintained and must be sufficient to show and explain the company's transactions. The company's books, records and minutes may be kept in any place or country at the discretion of the Manager.
LLCs are fiscally transparent; profits and losses may be transferred through its members and subject to personal income tax. Alternatively, you may choose to have a Wyoming LLC taxed as a C Corporation with the IRS and subject to federal corporate income tax.
Florida LLCs may require a Federal Tax Identification Number (EIN). Also, most banks require an EIN to open a business bank account.
Florida requires LLCs to file an annual report by the first day of the anniversary month of the LLC's incorporation. The cost is $50 or $0.0002 for assets located and employed in Florida, whichever is greater.
Foreign-owned LLC that does not conduct U.S. business and has no U.S. source income, deduction, or credit does not create U.S. federal personal income tax and does not create a requirement to file U.S. federal income tax returns.
Foreign members may be required to disclose reportable transactions between themselves and the entity by completing IRS Form 5472.
Pass-through taxation
Limited liability companies are taxed as a pass-through entity by default. If there is one owner, then it is treated as an indistinct entity, and if there is more than one, the company will be taxed as a partnership. Either way, the income flows into your personal return and the company doesn't present their own as a corporation would.
This also avoids the dreaded double taxation of a company. Since Florida has no state income tax, you will not pay more or less income tax by setting up the corporation in another state. Also, having a holding company and a subsidiary won't affect your taxes either. In each case the income flows from the companies and on the return of the owner.
Flexible management and organization
Not only are LLCs simple to form in the state of Florida, but they also offer greater flexibility in management style than that of a corporation. With an LLC, members can define and set up the management structure as they see fit. Furthermore, they can decide how to distribute the profits among the members.
While LLCs are easy to manage, corporations are more complex. They have shareholders, officers and a board of directors. These roles and responsibilities are defined in the Organizational Minutes, the Share Subscription Agreement and the Articles of Association. These documents are significantly more complex, and therefore difficult to understand and draft, than an LLC's operating agreement. For this reason, we generally advise clients to form a limited liability company rather than a corporation.
Taxes
Basis: Federal income tax is collected on US effectively connected income (ECI).
Taxation: Florida Limited Liability Companies can choose to be taxed as a C-Corporation or as an Ignored Entity.
Corporations are subject to federal income tax and state income tax.
Alternatively, an LLC may choose to be treated as a transparent entity for purposes of its member's personal income.
This means that it may not be subject to Federal Corp income tax and profits and losses may be reported through its members' personal tax returns.
Therefore, if its owners are non-US residents (and not subject to personal income tax) and the LLC does not operate and generate profits from the US, does not rent or own US property, and has no US employers, and no income actually connected, offshore income accruing to a Florida LLC cannot be taxed in the United States.
Corporate Tax Rate: C corporations are subject to federal income tax at the rate of 21%.
Capital gains: Capital gains or losses arising from assets held for more than 12 months are treated as long-term gains or losses, capital gains or losses arising from assets held for 12 months or less are treated as short-term gains or losses. Net capital gains are the excess of the long-term net capital gain over the short-term net capital loss.
Capital losses can be used to offset capital gains. Excess losses can be carried back three years and carried forward five years to offset capital gains.
Net earnings are subject to tax at applicable federal income rates.
Dividends: Dividends received by a US company from another US company may be 70% deductible income. The dividend deduction can be increased up to 80% if the beneficiary owns between 20% and 80% of the distributor's shares.
Dividend payments between US companies that are members of the same Group may be exempt. Some companies may be subject to accumulated income tax on retained earnings if there is no justification for the accumulation to be based on business needs. Some holding companies receiving substantial passive income may be subject to Personal Holding Company Tax on retained earnings at the rate of 15%.
Dividends received from foreign entities may be considered deductible income.
Interest: Interest is generally included in the tax base.
Royalties: Royalties are generally included in the tax base.
Foreign Source Income: Corporations are taxed on worldwide income, including foreign branch income when earned and foreign source dividends received. Relief from double taxation can be obtained through tax treaties, tax credits or by claiming a deduction for foreign taxes paid.
A foreign subsidiary that is more than 50% owned by U.S. tax residents is considered a controlled foreign corporation (CFC) .
Some undistributed income (subpart F income) held in a CFC will be subject to tax.
Passive income withheld in a foreign investment company (75% or more of the income is passive or at least 50% of the assets held produce passive income) may also be subject to tax.
Foreign-source income is exempt from Florida state income tax. If an LLC elects to be treated as a derecognized entity and its owners are non-US residents (and not subject to personal income tax) and the LLC does not operate and does not generate U.S. profits, does not rent or own U.S. property, and has no U.S. employers, offshore income accruing from a Florida LLC may be exempt from income taxes.
In addition to opening your LLC FL, you will probably be interested in creating a life insurance policy on your taxation, taking up a second tax residence, in a country with territorial taxation, such as a residence in Panama or a residence in Paraguay
Also consider a company in Panama
Get a Real American address in Florida
Many businesses require not only the address of the Resident Agent (us) but also a real address. The reasons are many, insurance companies, credit unions, banks, and/or public bodies and above all customers must or may want to have access to your corporate address in the United States. Paypal USA for example, Wise, Revolut, require a corporate address different from that of incorporation or the Resident Agent. Without you traveling to the United States we can offer you a physical address that is yours alone where you can receive mail, parcels, parcels and mail in general which can be scanned (additional costs per scan) and can be sent to Italy or wherever you are at additional costs. The cost for this address, to be paid annually, is 350 USD per year with an activation fee to be paid only at the beginning of 400 USD, the total for the first year is therefore 750 USD and the subsequent years 350 USD.
Obtain real proof of US address through a receipt/bill
Obtain real proof of US address through a receipt/bill
Having an American address in Florida is not necessary in some specific cases. You need to have real proof that you live or work there. But what do you do if the business is online, or you have opened an LLC remotely and have a US address purchased, perhaps through ours or other services? You need to have a real and not fake user account, to pay and then receive a real paper invoice or bill (PDF is not used in the USA), to give it to whoever requests it and therefore Banks, Credit Unions and the Government. In this case we offer a real telephone line through one of our companies that installs a real telephone number in the state you desire (any state in the United States) and sends the paper invoice monthly to your American address. Contact us to order one.
