Registration of a limited liability company in the state of Florida (USA)

The incorporation of a limited liability company (LLC) in Florida (USA) creates a lot of advantages in terms of conducting offshore business, protecting your capital, and getting potential tax benefits. Offshore Pro Group invites you to consider the option of registering an LLC in Florida (USA) remotely.

Advantages of Incorporating an LLC in Florida

The sunny state of Florida provides an opportunity to establish an LLC that combines the ease of doing corporate business, tax preferences, legal protection, and trouble-free company maintenance. Moreover, if you make an unbiased analysis, you can safely say that such an LLC will have all the features of an offshore company in a jurisdiction that secures the position of the world’s main fighter against offshore companies!

Main benefits of an LLC in Florida:

• Pass-through taxation. An LLC typically uses pass-through taxation (members or owners report their share of the profit or loss in the LLC in their personal tax returns). Following that, any tax is paid on an individual level. The LLCs with several members (owners) submit an information (partner) tax return from the company, while an LLC with one member reports all income or losses under Schedule C. Pass-through taxation makes it possible to avoid double taxation that may arise in case of Schedule C (where income is taxed at the corporate level and again at the individual level) if corporate profits are distributed as dividends to the owners (shareholders) of an LLC in Florida.
• Flexibility. An offshore LLC in Florida usually has no restrictions on the number of members, while members also have some flexibility in structuring the management of a limited liability company. An LLC in Florida can also choose how profits are distributed, while conventional partnerships assume a 50/50 division. Thus, an offshore LLC has an opportunity for much more flexibility.
• Fewer formalities. An LLC does not require any corporate decisions or resolutions, which makes this form of an offshore company the easiest to manage. However, holding annual meetings of members/managers and documenting the main business decisions is still recommended.
• Subsidiaries. Unlike Florida S corporations, an LLC may have subsidiaries without restrictions.

Disadvantages of Incorporating an LLC in Florida

It would be unfair if I said to my readers that a Florida-registered limited liability company is an ideal and non-alternative option for doing business. It’s simply not true because such an organizational and legal form does have its shortcomings. But they may not be critical for you, and an offshore LLC remains one of the most attractive options in terms of overall characteristics.

Disadvantages of doing business through an LLC in Florida:

• A limited liability company is a relatively expensive instrument for doing business. An offshore LLC in Florida will cost you more than a partnership.
• Limited flexibility with respect to the transfer of ownership. It is more difficult to transfer company ownership in an LLC than in a corporation. The member must specify in the LLC’s operating agreement whether the company ownership may be transferred or not, and whether this requires the consent of other members.
• Minimum legislative protection. Offshore LLCs in Florida (USA) were rarely the subject of litigation. Therefore, it would be more appropriate to speak not about the minimum protection of a limited liability company but rather about the absence of precedents in judicial practice.

Main Characteristics of an Offshore LLC Registered in Florida

They differ little from similar organizational structures in other jurisdictions. In general, an LLC in Florida is a well-known and reliable instrument with proven effectiveness in business that we offer you to use, even though it has its nuances.

First of all, think about the name of a limited liability company in Florida. Corporate law does not restrict you in your choice, and the only mandatory condition is the end of the name which must contain Limited Liability Company, LLC, L.L.C. or Ltd. Co. In Florida, there is no pre-reservation of a name for a company or a limited liability company. But in general, the name should be checked on the official website.

Structure of an LLC in Florida

Ensure availability of members/managers of a limited liability company to create a proper structure. The law states that an LLC in Florida must have at least one member/manager. There are no restrictions on residency status or citizenship.

Basic Procedures for LLC Incorporation in Florida

There will be quite a lot of organizational trouble if you want to incorporate a limited liability company. You can cope with them on your own, but we strongly recommend avoiding this path. Money savings will be extremely small (if at all!), but the risk of mistakes and long-time delays will increase many times!

Drafting the Articles of Organization for an LLC in Florida

You will need to draft the Articles of Organization (with information about the LLC members/managers) to start your limited liability company in Florida, and here is the data to be included:

• name and residence address, as well as the signature of the registration agent of an LLC in Florida
• the names and signatures of the limited liability company managers
• date of LLC launch (if different from the filing date)

Attention! A state fee of about USD 125 will be charged upon incorporation of an LLC in Florida. The Articles of Organization can be submitted by e-mail.

Drafting an Operating Agreement for an LLC in Florida

There are no formal requirements under this clause in Florida corporate law. But if you are planning to register a limited liability company with a view to the future (that is, this is not a “one-time” project), we still recommend drawing up such a document, especially if there is more than one member in the LLC. In this case, the operating agreement of the limited liability company will legally be considered a management document.

A Registration Agent

It is impossible to register an offshore LLC in Florida without this person. Registration agents are private persons or corporations that do business in the US and have a permanent address in Florida. The registration agent accepts the documents on behalf of an LLC and informs the members of the limited liability company about everything.

Employer Identification Number (EIN)

It is issued by the US Inland Revenue Service (IRS). If your company has more than two members, you must receive an EIN for tax purposes. However, if you register an LLC in Florida with one member, you will also have to receive an EIN. This should be done if you intend to hire employees or want your LLC in Florida to be taxed as a corporation (not as a partnership).

Terms of Registration

The registration period of an offshore LLC in Florida is about 14 business days.

Bank Account

You need to open a bank account in Florida for your limited liability company. This will allow you to start your offshore business in the US abroad, acting on behalf of an American company. Offshore Pro Group specialists can assist you in opening a bank account in the United States. To do this, you need to contact us.

Reporting and Taxation of an LLC in Florida

If you do offshore business and make a profit in the United States or from an American source, you automatically become an American taxpayer. For example, if you partner with Google or a related American program and receive money from the corporation to your American account, your LLC incorporated in Florida will be taxed in the United States. However, if you are not a tax resident of the United States and you receive funds to your American account, for example, from sales in Russia or China (which is not a local source), you will not be subject to taxation in the United States.

Annual Financial Statements

Submitted electronically from 1 January to 1 May. All LLCs in Florida are required to file reports after registration in order to have the status of an active company. The cost of filing an annual report is USD 138.75, and it can be paid by credit/debit card, check, or in cash. A penalty of USD 400 is payable in case of delay.

Taxation of a Limited Liability Company in Florida

In the United States, taxation is applied separately for corporations, limited partnerships or LLCs with one member, and for federal income taxpayers. Tax liabilities for an LLC in Florida are formed depending on the type of taxation.

Available options:

• An LLC is accepted as a limited liability partnership. Such LLCs must file Form 1065, U.S. Return of Partnership Income, and show the same distribution of profits, losses, and debts under Schedule K-1 for the IRS.
• An LLC in Florida is accepted as an S Corporation for federal tax purposes. LLCs must file Form 8832, Entity Classification Election, and pay taxes identical to those of the corporation. They must then file Form 1120, U.S. Corporation Income Tax Return, for the IRS.
• LLC is accepted as an S Corporation. An LLC in Florida must file a Form 1120S, U.S. Corporation Income Tax Return, along with a report for each company owner with equal distribution of profits, losses and debts to the IRS tax office.
• A limited liability company in Florida is accepted as a solo partnership. You must report all business income and expenses through the individual entrepreneur’s personal tax returns, Schedule C (Form 1040), Profit or Loss from Business, to the IRS.

Obtaining a Business License in Florida

Depending on the type of business and location, your offshore LLC in Florida may need to obtain an appropriate local and state license. You can find more information on MyFlorida.com, but it makes more sense to ask our experts for help. For example, hotel, tobacco, restaurant and other businesses may require a license.

The Cost of LLC Incorporation in Florida

You will find the standard price list below. But we would like to note that it cannot reflect all possible situations that may arise during registration: it all depends on your tax/resident status, type of business, and peculiarities of the organizational structure. We recommend contacting our experts for up-to-date information on prices.

Prices for LLC incorporation in Florida

• basic incorporation costs – 2000 USD
• accounting services (Business Tax Returns) – from USD 2,000 per year
• virtual office – USD 200 a month
• services of a registration agent – USD 300 per year

Procedure for Remote Registration of an Offshore LLC in Florida

The first and main step is your intention to become an LLC owner in Florida. You need to contact us at info@offshore-pro.info for professional advice.

Next, you need to pay for the services to help you register an LLC in Florida by card, cryptocurrency, via Pay Pal, Western Union, WebMoney, or a bank transaction. The cost of services is 2000 USD.

The following documents will be required for the (beneficial) owner and all members and managers of an LLC in Florida:

• a notarized copy of a foreign passport (pages with a photo and signature)
• a second ID with a photo (driver’s license)

You may come across a notary who says that he does not certify a copy of the passport. In this case, order a translation into English from a sworn translator, attach it to a copy of the original (page with a photo and signature), and then certify it with a notary.

• proof of residential address (utility bills)
• notarized copy of utility bill or original utility bill

Mind that this document must be no older than 3 months by the time you submit the package of documents for registration. English translation and notarization are mandatory!

• a letter of recommendation from public partners and the bank
• a brief CV

The documents must be translated into English and notarized!

If you have any questions about the remote incorporation of an LLC in Florida, USA, do not hesitate to contact us at the email address above.