Opening a Florida Corporation

Opening an LLC in Florida can be an excellent compromise for operating from the United States through a foreign-owned U.S. LLC. Incorporating a Florida LLC allows you to have a headquarters and operations in Florida. A Florida LLC is an LLC in all respects, just like any other LLC opened in another U.S. state. Florida is also considered a very business-friendly state. Compared to Delaware, however, Florida does not impose a franchise tax. This translates to relatively low annual taxes in Florida, as the only renewal fee required by the state is $138 paid to Sunbiz. Beyond this, a Florida LLC offers many advantages.

With Studio Panama Italia you can: request your EIN and/or request your American ITIN without traveling to the USA 

There are good reasons to form an anonymous Florida LLC. This is largely because nothing good can come from posting assets and personal information online. If you simply form a single LLC in Florida, you're required to list the owner's name, which can easily be searched by creditors, those who want to harm you, or those simply 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 under this LLC or use it as the owner of record for the Florida company. Your name will then not appear anywhere, and if you search for your Florida company on Sunbiz, only the anonymous information from the first LLC you opened will be listed. Anyone searching for your Florida company will see the name of a separate LLC you formed anonymously in a different state. Consult our Florida LLC formation service to ensure this process is completed correctly. We will then open two LLCs: one in a more secretive state, and incorporate your Florida LLC with it. We understand that a Florida LLC can be useful for a variety of reasons. For example, if you legally emigrate to the United States and take up physical residence in Florida and want to open a local business, you must do so through a Florida LLC. Or, for example, if you decide to acquire real estate previously owned by a Florida LLC, you purchase the membership of the previously incorporated Florida LLC to acquire or own the real estate.

Country code: USA

Legal basis: Common law

Legal Framework: Florida Statutes – Florida Limited Liability Company Law

Corporate form: Limited Liability Company (LLC)

Liability: Members' liability is limited to the amount of their capital contributions.

Capital: There is no minimum or maximum capital requirement to register, and there are no restrictions on post-incorporation contributions. More than one class of membership is permitted, allowing for flexible structuring.

Members: A Florida LLC may consist of one or more members, who may be individuals or legal entities, residents or non-residents, without limitation. The identities of registered LLC members cannot be disclosed publicly.

Managers: LLC members may act as managers or, alternatively, appoint a manager. Corporate officers are permitted. Details are not publicly available.

Registered Address: LLCs must appoint a registered agent with a physical address (not a PO Box) in Florida. The registered agent must be available during regular 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 U.S. companies may 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 maintained in any location or country of the Manager's choosing.

LLCs are tax transparent; profits and losses can be passed through their members and are subject to personal income tax. Alternatively, you can 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 taxpayer identification number (EIN). Additionally, 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 month of the anniversary of the LLC's incorporation. The fee is $50 or $0.0002 for assets located and employed in Florida, whichever is greater.

A foreign-owned LLC that does not conduct business in the United States and has no U.S.-source income, deductions, or credits does not create U.S. federal personal income tax liability and does not create the obligation 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.

Limited liability companies are taxed as pass-through entities by default. If there is one owner, it is treated as a disregarded entity, and if there is more than one, the company is taxed as a partnership. In any case, the income flows to your personal return, and the company does not file its own tax return as a corporation would.

This also avoids the dreaded double taxation of a corporation. Since Florida has no state income tax, you won't pay more or less income tax by establishing the company in another state. Furthermore, having a holding company and a subsidiary won't impact your taxes either. In any case, the income flows from the companies and the owner's income.

Not only are LLCs simple to form in Florida, they also offer greater flexibility in management style than a corporation. With an LLC, members can define and implement the management structure as they see fit. They can also decide how profits are distributed among 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 by the Organizational Memorandum, 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 recommend that clients form a limited liability company rather than a corporation.

Basis: Federal income tax is levied on U.S. effectively connected income (ECI).

Taxation: Florida limited liability companies can choose to be taxed as a C-Corporation or as a disregarded 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 the 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-U.S. residents (and not subject to personal income tax) and the LLC does not operate and generate profits from the United States, does not rent or own property in the United States, and has no U.S. employers and no effectively connected income, the offshore income accrued by a Florida LLC cannot be taxed in the United States.

Corporate Tax Rate: C corporations are subject to federal income tax at a rate of 21%.

Capital Gains: Gains or losses from assets held for more than 12 months are treated as long-term capital gains or losses; gains or losses from assets held for 12 months or less are treated as short-term capital gains or losses. Net capital gains are the excess of the net long-term capital gain over the net short-term 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 tax rates.

Dividends: Dividends received by a U.S. corporation from another U.S. corporation may be deductible at 70%. The dividend deduction can be increased to 80% if the recipient holds between 20% and 80% of the distributor's shares.

Dividend payments between U.S. companies that are members of the same group may be exempt. Some companies may be subject to accumulated income tax on retained earnings unless the accumulation is justified by business needs. Some holding companies that receive substantial passive income may be subject to personal holding company tax on retained earnings at a 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 the income of foreign subsidiaries when earned and foreign-sourced dividends received. Double taxation relief can be achieved 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) retained in a CFC will be subject to tax.

Passive income retained 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 disregarded entity and its owners are non-U.S. residents (and not subject to personal income tax), and the LLC does not operate and generate profits from the United States, does not lease or own property in the United States, and has no U.S. employers, offshore income accrued by a Florida LLC may be exempt from income tax.

In addition to opening your FL LLC, you will probably be interested in creating a life insurance policy on your tax status by taking 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

Many businesses require a physical address in addition to the Resident Agent address (us). There are many reasons for this: insurance companies, credit unions, banks, and/or government agencies, and especially customers, must or may want to have access to your corporate address in the United States. PayPal USA, for example, Wise, and Revolut require a corporate address other than the incorporation address or Resident Agent address. Without you having to travel to the United States, we can offer you a physical address exclusively for you where you can receive emails, packages, parcels, and general mail. This address can be scanned (additional costs per scan) and sent to Italy or wherever you are at an additional cost. The cost for this address, payable annually, is $350 per year with an initial activation fee of $400. The total for the first year is therefore $750 and subsequent years $350.

Having a US address in Florida is not necessary in some specific cases. You need real proof that you live or work there. But what if your business is online, or you have opened an LLC remotely and own a US address purchased, perhaps through our or other services? You need a real, not fake, utility bill to pay and therefore receive a real paper invoice or bill (PDFs are not used in the US), to give it to those who request it, such as banks, credit unions, and the government. In this case, we offer a real telephone line through our company that installs a real telephone number in the state of your choice (any US state) and sends the paper invoice to your US address on a monthly basis. Contact us to order one.