Company Formation in Florida
Offshore Pro Group experts help foreign entrepreneurs register an LLC in Florida remotely, without US citizenship or a personal visit to the United States. Services include document preparation and filing, obtaining a federal EIN, and assistance opening a corporate account.
Excellent – 4.6 out of 5
Florida company registration packages
Standard
Registration time: 1–2 working days
For entrepreneurs who need to register a Florida LLC without assistance obtaining an EIN or opening a corporate account.
The package includes:
Checking availability of the chosen name.
Preparing the Articles of Organization.
Submitting documents to the Florida Department of State.
Payment of state registration fees.
Obtaining electronic LLC formation documents.
Provision of a registered agent and address for 12 months.
Professional
Processing time: 5–10 working days
For entrepreneurs who need company registration and a federal Employer Identification Number (EIN).
The package includes:
Checking availability of the chosen name.
Preparing the Articles of Organization.
Submitting documents to the Florida Department of State.
Payment of state registration fees.
Obtaining electronic LLC formation documents.
Provision of a registered agent and address for 12 months.
Preparing the federal EIN application on Form SS-4.
Assistance with the Internal Revenue Service (IRS) application.
Premium
Processing time: 10–20 working days
For entrepreneurs who need to register an LLC, obtain an EIN, and open a corporate account.
The package includes:
Checking availability of the chosen name.
Preparing the Articles of Organization.
Submitting documents to the Florida Department of State.
Payment of state registration fees.
Obtaining electronic LLC formation documents.
Provision of a registered agent and address for 12 months.
Preparing the federal EIN application on Form SS-4.
Assistance with the Internal Revenue Service (IRS) application.
Selecting a bank or payment institution based on the company’s activities.
Checking the financial institution’s requirements for foreign owners.
Preparing the bank application form and supporting documents.
Full support with corporate account opening: liaising with the bank, helping complete due diligence, and preparing responses to additional requests.
Advantages and disadvantages of registering a company in Florida
No personal liability for ordinary LLC debts
LLC members are generally not personally liable for business obligations. Under Section 605.0304 of Florida law, company debts do not become the debts of owners or managers solely because of their status. For example, if an LLC has not paid for a delivery of goods, a creditor may seek repayment from the company’s assets but cannot automatically recover funds from members’ personal accounts. However, protection does not apply in every situation. An owner may, for instance, be personally liable if they guaranteed the LLC’s obligations or caused harm through their own unlawful acts.
Different ways to manage the business
LLC owners may manage the company themselves or delegate management to one or more managers. By default, members manage the business. If they wish to transfer these powers to appointed persons, this must be stated in the Articles of Organization or Operating Agreement. For example, a foreign entrepreneur may hire a specialist to enter into contracts, oversee day-to-day operations, and manage staff without giving that person an ownership interest in the LLC.
Separate series for different assets
Since 1 July 2026, Florida has allowed LLC Protected Series: separate parts of one company, each allocated specific assets and obligations. For example, an owner of several properties may establish a separate series for each. An LLC is registered first, after which the series is established with the Department of State with all members’ consent. Subject to asset recordkeeping requirements, debts of one series generally cannot be recovered from the assets of other series or the LLC itself. This helps separate the financial risks of different projects.
No state personal income tax
Florida does not levy personal income tax. For example, if an LLC has a single owner and has not elected corporate taxation, business income is included when calculating the owner’s personal taxes. Florida does not levy personal income tax. However, the owner may owe US federal taxes and taxes in their country of tax residence. If the LLC elects corporate taxation, it must file a state tax return. A 5.5% tax applies to taxable profits calculated under state rules that exceed USD 50,000.
Mandatory annual state reporting
LLC owners must file an annual report with the Department of State every year, even if the company is inactive and earns no income. This is not a financial report: it confirms the entity’s address, management information, and federal EIN, if obtained.
Risk of losing the company over a sole owner’s personal debts
A creditor pursuing an owner’s personal debts may ask a court to redirect distributions owed to that owner by the LLC. If the company has one member and these payments are insufficient to settle the debt within a reasonable time, the court may allow foreclosure and sale of the ownership interest. The buyer becomes the company’s new owner. This enforcement method does not apply to multi-member LLCs.
Legal forms of business in Florida
Entrepreneurs in Florida may form a limited liability company (LLC), corporation, or partnership.
Limited Liability Company (LLC)
LLC owners hold membership interests rather than shares. The Operating Agreement may specify ownership percentages, profit distribution, member decision-making rules, such as appointing a manager, and terms for transferring an interest to another person. Under Section 605.0105 of Florida law, this document governs relations between members and the company. State law applies to matters not covered in the agreement.
Other business forms
A corporation suits entrepreneurs planning to attract investors by issuing shares. Florida allows several share classes with different voting and dividend rights. For example, some shareholders may receive priority in profit distributions, while others have greater decision-making powers. A board of directors provides overall management, while appointed officers handle day-to-day affairs.
Florida offers the following partnership forms:
| FORM | DESCRIPTION |
|---|---|
General Partnership (GP) | Partners conduct business jointly and are generally personally liable for its debts. |
Limited Partnership (LP) | General partners manage the business and are personally liable, while limited partners generally risk only their invested funds. |
General Partnership (GP)
Partners conduct business jointly and are generally personally liable for its debts.
Limited Partnership (LP)
General partners manage the business and are personally liable, while limited partners generally risk only their invested funds.
A General Partnership (GP) may arise without a separate registration if two or more persons jointly carry on a business as co-owners for profit. In contrast, establishing a Limited Partnership (LP) requires filing a Certificate of Limited Partnership with the Florida Department of State.
Requirements for registering an LLC in Florida
Forming an LLC requires choosing a name, determining membership and management arrangements, and appointing a registered agent. Company registration is governed by Chapter 605 of Florida law.
Company name
The LLC’s name must be distinguishable from those of other entities in Florida’s state registry. An exception may be possible with another entity’s written consent if the names are not identical. Changes to punctuation, singular or plural forms, or the legal form designation do not make a name unique. For example, adding an LLC to an existing corporation’s name does not itself allow that name to be used for a new company.
The name must include Limited Liability Company, LLC, or L.L.C. It must not falsely imply a connection with government bodies. The chosen name can be checked through the Florida Department of State’s registry, but a registry search does not guarantee approval. The Department of State makes the final decision when reviewing LLC formation documents.
Company structure
Before registration, determine who will own the LLC and who will manage it. Owners and persons directly managing the business do not have to be the same people.
Founders and members
One member is sufficient to register an LLC. This may be an individual or legal entity from any country. US citizenship and Florida residency are not required.
The Articles of Organization may be signed by the owner or an authorised representative, who need not be a company member. For example, a foreign entrepreneur may authorise another person to sign and file documents without transferring any ownership interest.
Director or manager
An LLC does not need to appoint a director or establish a board of directors. If owners choose manager management, members or external specialists may act as managers.
Managers’ names do not have to be included in the Articles of Organization at initial registration. However, the annual report must subsequently disclose the name, position and address of at least one person authorised to manage the LLC. This information becomes public.
Company secretary
A corporate secretary does not have to be appointed. One owner, a manager, or an external specialist may be responsible for documenting members’ decisions, keeping minutes, and retaining internal documents.
If owners wish to establish a separate secretary position, its functions and powers may be defined in the company’s internal documents.
Beneficial owner
An Ultimate Beneficial Owner (UBO) is an individual who ultimately owns the LLC or controls its activities, including through other companies. The bank may request information about these individuals and the source of funds when opening an account.
Registered agent
Every Florida LLC must appoint a registered agent. The agent receives service of process and other official documents addressed to the company and forwards them to management.
The agent may be an individual resident in Florida or an entity meeting state requirements. For example, a local professional or company formation service provider may perform this role. The agent’s written consent must be obtained upon appointment.
Registered office
The registered office is the Florida address where the agent receives official notices. It must be a physical location, not a post office box. The agent’s address and registered office address must match.
The registered office need not be the LLC’s actual place of business. The Articles of Organization separately state the principal office address and mailing address, if different. The principal office may be outside the United States, so a foreign entrepreneur does not have to rent their own premises in Florida.
Register of beneficial owners
In March 2025, the US Financial Crimes Enforcement Network (FinCEN) exempted US companies from federal Beneficial Ownership Information (BOI) reporting. This exemption has been permanent since 14 August 2026.
A Florida LLC therefore does not have to file this report, even if all its owners are foreign. However, banks and payment institutions may still request ownership information during customer due diligence.
Business activities
A Florida LLC can be registered for international trade, software development, consulting, e-commerce, property management, and other businesses. The Articles of Organization do not need to specify a particular business activity.
However, certain sectors, including construction, healthcare, financial services, and insurance, require specific licences. Requirements for construction and several other professional services can be checked on the Florida Department of Business and Professional Regulation website.
If the company actually operates in Florida, local permits or a local business tax receipt may also be required. Specific requirements depend on the city or county.
Company seal
A corporate seal is unnecessary for LLC registration: an authorised representative signs the Articles of Organization. An authorised person’s signature is also sufficient for ordinary contracts thereafter. A seal may be obtained voluntarily, for example, if an overseas partner asks for contracts to be authenticated this way.
Economic substance
Florida has no general economic substance requirement for registering an ordinary LLC: founders do not have to hire staff, open a warehouse, or demonstrate local customers in advance.
However, operational presence requirements must be distinguished from tax obligations. For example, storing goods in a Florida warehouse, hiring local workers, or receiving income from property in the state may create additional obligations. Under certain conditions, taxes are payable even without an office, including on remote sales to local customers.
When registering, consider the LLC’s planned operational geography as well as its address.
Capital and membership interests
No specified capital amount is required to register an LLC. Owners decide how much to invest in the business, and a person may become a member without an initial contribution.
Contributions may consist of money, property such as equipment, property rights, or services performed. A member may undertake to contribute funds, transfer property, or perform work in the future. For the LLC to enforce this obligation, it must be documented in writing and signed.
By default, profits and distributions to members are allocated according to the agreed value of their contributions. Owners may establish a different arrangement in the Operating Agreement. For example, one member funds the business while another develops it, and they agree to share income independently of their investment amounts.
Procedure for registering an LLC in Florida
Determining the company structure
Offshore Pro Group experts clarify the LLC’s membership, management arrangements, and planned activities. They then check name availability and collect registration information.
Appointing a registered agent
Our specialists select a Florida agent, agree on service terms, and obtain written consent to the appointment. The agent’s address is included in the formation documents.
Preparing the Articles of Organization
Offshore Pro Group experts prepare the Articles of Organization, stating the LLC’s name, principal office and mailing addresses, and registered agent details.
Filing documents and registering the LLC
Offshore Pro Group experts submit documents to the Florida Department of State and pay state fees. Once the application is approved, the registrar enters the company in the registry and issues confirmation of formation.
Preparing internal documents and obtaining an EIN
After registration, Offshore Pro Group experts help prepare the Operating Agreement. If required, they also prepare Form SS-4 and help obtain an EIN from the IRS.
Documents required for company registration in Florida
Florida LLC registration does not require filing owners’ passports or source-of-funds documents with the state registry: Articles of Organization containing the mandatory information are sufficient. However, Offshore Pro Group experts request additional documents during preparation to verify owners’ identities, establish the ownership structure, and confirm representatives’ authority.
If the founder is an individual
A valid passport.
Proof of residential address.
Information about nationality and tax residence.
Contact details and a description of planned activities.
Proof of the source of funds, if required.
If the founder is a foreign legal entity
The company’s Certificate of Incorporation or an extract from the foreign registry.
Constitutional documents and management details.
Ownership structure and ultimate beneficial ownership information.
A resolution to form the LLC, if required by the entity’s internal rules.
The representative’s documents and proof of authority.
Depending on the country of issue and intended use, some documents may require translation into English, notarisation or an apostille.
Cost of company registration in Florida
Florida LLC registration costs include state fees and document preparation services. Obtaining an EIN and assistance opening a corporate account may also be included in the quotation if required. Annual maintenance is charged separately.
| Service | Cost |
|---|---|
LLC registration | from USD 2,850 |
Annual maintenance | from USD 2,000 |
Assistance opening a bank account | from USD 3,000 |
Professional service | USD 3,000 |
Courier delivery of documents | USD 350 |
The final cost is affected by:
Ownership structure. If LLC members include foreign legal entities, additional documents may be needed to verify their owners and representatives’ authority.
Management arrangements. If members require different rights or plan to establish protected series, preparing internal documents becomes more complex and may cost more.
Tax regime and business activities. Accounting support costs depend on the number of members and employees, transaction volume, and additional return requirements.
Banking support needs. The more documents the bank requests to verify the company and owners, the higher the account opening assistance costs may be.
Additional services. Licensing, translation, notarisation, apostilles, and document delivery may be charged separately.
Offshore Pro Group experts will calculate LLC registration and maintenance costs based on the company structure, planned activities, and required services.
Discuss Florida LLC registration with an expert
Before forming an LLC, establish which taxes and reporting obligations will apply to its planned activities. Offshore Pro Group experts will help clarify these matters, prepare the necessary documents, and support company registration in Florida.
Get a consultationUliana Syva
Consultant in company registration, corporate structures, banking support, and international business matters.
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Taxes for companies in Florida
LLC taxation depends on the chosen tax regime, income sources, and activities. In addition to income tax, selling goods, hiring employees, or using property in the state may create further tax obligations.
Personal and corporate income tax
Florida corporate income tax treatment depends on the LLC’s tax regime and its owners’ status:
Single-owner LLC. If the company has not elected corporate taxation, it does not itself pay state corporate income tax. If its owner is a corporation, LLC income is included when calculating that corporation’s tax.
Multi-member LLC. Under partnership taxation, the company itself does not pay corporate income tax. However, corporate members include their shares of income when calculating state tax.
LLC electing corporate taxation. The company calculates and pays tax itself on taxable profits after allowable deductions.
If the LLC operates in several states, profits are apportioned for Florida tax purposes based on sales, payroll costs, and property values in different states.
Federal income tax
By default, a single-member LLC is not treated as a separate federal income taxpayer: its income and expenses are included when calculating the owner’s taxes. With several members, partnership taxation generally applies: each owner reports their share of profit or loss even if the money remains in the company account.
If it elects C-Corp taxation, the LLC itself pays federal tax at 21% on taxable profits. If dividends are subsequently distributed, recipients may owe additional tax.
Taxation of foreign members
Foreign LLC owners who are not US tax residents do not have to pay US taxes on all their income. Their obligations depend on the income source and its connection with US business activities.
If an LLC conducts business in the United States, such as selling goods through a US shop, a foreign member’s profits may qualify as Effectively Connected Income (ECI). Expenses associated with that business, such as rent, employee wages, and advertising, can be deducted when calculating tax. Under partnership taxation, the LLC must withhold and remit tax on the share of these profits attributable to foreign members.
Certain US-source income not connected with a US business, such as dividends and royalties, is generally taxed at 30% without expense deductions. However, US law or a tax treaty with the recipient’s country of tax residence may provide a lower rate or, in some cases, an exemption.
Sales and Use Tax
Sales tax is generally 6% and is added to the price of most goods and certain services. Some counties impose an additional local tax, so the total rate depends on the sale or delivery location.
Sellers from other states and countries must also register in Florida, collect tax from customers, and remit it if revenue from goods delivered to the state exceeded USD 100,000 in the previous calendar year. Only taxable sales count towards this threshold, excluding transactions through marketplaces that collect and remit the tax themselves.
Use tax is payable if the seller did not collect sales tax on goods taxable in Florida, for example, equipment ordered from another state for a local office.
Tax on business tangible personal property
Equipment, computers, office furniture, and tools an LLC uses in Florida may be subject to tangible personal property tax. Goods held for resale are exempt.
Property held as of 1 January is reported on Form DR-405, filed with the county property appraiser by 1 April. If filed on time, the first USD 25,000 of assessed value is exempt. If property value exceeds this amount, only the excess is taxed. For example, an assessment of USD 30,000 results in tax on USD 5,000. If property is worth no more than USD 25,000, annual filing may be waived after the initial return, provided the value remains within the limit.
Payroll taxes and contributions
When hiring US employees, an LLC withholds federal income tax and Social Security and Medicare contributions from their wages. The company pays additional employer contributions from its own funds.
Employers also pay two taxes funding unemployment benefits: federal FUTA and state Reemployment Tax. For ordinary commercial businesses, liability arises if either condition was met in the current or previous year: employees were paid at least USD 1,500 in a quarter, or at least one person worked during 20 different weeks.
FUTA is 6% on the first USD 7,000 of each employee’s annual wages. Timely payment of state tax generally allows the rate to be reduced to 0.6%.
New Florida employers pay the Reemployment Tax at 2.7% on the first USD 7,000 of each employee’s annual wages, a maximum of USD 189 per person per year. After 10 reporting quarters, the rate is reviewed, taking into account factors including unemployment benefits paid to former employees. Both FUTA and the Reemployment Tax are paid by the employer without deductions from employees’ wages.
Accounting, financial reporting and auditing
Duty to keep records
An LLC must record income, expenses, and other transactions, retaining contracts, invoices, and bank statements. These documents support tax calculations and substantiate expenses to the IRS. Customer receipts, owners’ contributions, loans, and dealings with related companies must be distinguished because different accounting and tax rules apply.
Under Section 605.0410 of Florida law, an LLC must also retain member and manager information, formation documents, the current operating agreement, and contribution information. Copies of tax returns and financial statements, if prepared, are retained for the three most recent years.
Retention of accounting records
Income and expense supporting documents are generally retained for three years after filing a tax return. This increases to six years if unreported income exceeds 25% of the income reported and seven years if the company writes off a customer debt for unpaid goods or services or claims a loss on securities that have become entirely worthless.
Employment tax documents are retained for at least four years, counted from the tax due date or actual payment date, whichever is later.
Financial reporting
A Florida LLC does not have to file an annual balance sheet and income statement with the Department of State. Federal tax filings depend on the company’s chosen regime:
Partnership taxation. The LLC generally files Form 1065, reporting income, expenses, and the allocation of profits among members.
Corporate taxation (C-Corp). The company files Form 1120 and calculates its own corporate income tax.
Single-owner LLC without corporate taxation. The company generally does not file a separate federal income tax return. Its income and expenses are reported in the owner’s tax filings.
A bank reviewing a loan application or investors assessing the business may request separate financial statements, such as a balance sheet and profit and loss statement.
Auditing
Ordinary privately held Florida LLCs are not subject to a mandatory annual audit. However, a lending bank, investors, or regulators may require one. For example, licensed money transmitters must undergo an annual financial audit and submit the results to the regulator within 120 days of the financial year-end.
Regulatory compliance
An LLC with foreign owners must account for transactions with owners and related companies. For example, where the sole owner is a foreign person, contributions or distributions may require Form 5472 with a pro forma Form 1120, even without revenue.
Under corporate taxation, Form 5472 is also filed if a foreign person directly or indirectly owns at least 25% of the company and reportable transactions occurred during the year.
Failure to file Form 5472, material errors, or breaches of record retention rules carry a USD 25,000 penalty. If the company does not correct the failure within 90 days of an IRS notice, another USD 25,000 is assessed. The same amount is then added for each subsequent 30-day period or part thereof. If the failure concerns several related persons, additional penalties are calculated separately for each.
Annual company maintenance in Florida
After LLC registration, the company must submit filings on time and keep registry information current. The company must maintain a registered agent throughout its existence.
Registered agent
When changing agents, the LLC must notify the Department of State and provide the new agent’s written consent. Changes may be filed separately or with the annual report.
Registered office
Changes to the registered office address must be entered in the registry. If the agent itself moves, it may file notice with the Department of State and must then notify the company. This ensures service of process and other official documents reach the current address.
Company renewal
An annual report is required to maintain the LLC’s active status. The first is filed in the year following formation, then annually between 1 January and 1 May. If you do not file the report by the third Friday in September, the company loses its active LLC status one week later.
Corporate changes
Changes in membership, ownership interests, or management arrangements require updates to internal company documents. A name change requires an amendment to the Articles of Organization. Manager and address information may be changed through the annual report or a separate filing.
Beneficial ownership information and due diligence (UBO / Compliance)
When LLC members change, the bank may request information about new owners and documents confirming changes in the ownership structure.
Accounting obligations
If the LLC uses a calendar tax year, Form 1065 is generally due by 15 March of the following year and Form 1120 by 15 April. Form 5472 is attached where required.
LLCs electing corporate taxation also file the state corporate income tax return, Form F-1120. For a tax period from 1 January to 31 December, the return is generally due by 1 May of the following year, even if no tax is payable.
Banking services
During the banking relationship, the bank may request additional documents and explanations, for example, following a sharp increase in turnover or unusual payments. The LLC may need to provide contracts, invoices, and source-of-funds evidence. Changes in ownership or management also require company information to be updated in line with the bank’s requirements.
Opening a corporate bank account for a Florida company
A Florida LLC may open a corporate account with a US or foreign bank. However, not all institutions work with foreign owners, and some require personal attendance.
An application generally requires the Articles of Organization, EIN, operating agreement, and authorised persons’ passports. The bank may also request information about the company’s activities and planned transactions.
Offshore Pro Group experts will help you select a bank and prepare documents, but the financial institution makes the final account-opening decision.
Let’s discuss registering an LLC in Florida
During a consultation, Offshore Pro Group experts will assess LLC registration timeframes and costs based on membership and planned activities. They will also explain which documents are needed and how to register without traveling to the United States.
Frequently asked questions about registering an LLC in Florida
Yes. US citizenship and a residence permit are not required. Documents can be filed online.
The cost includes state fees and LLC formation services. Obtaining an EIN and banking support may increase expenses.
Florida LLC registration generally takes 1–2 days when documents are filed online. Exact timeframes depend on the Department of State’s current workload.
This depends on the LLC’s tax regime and income type. In particular, profits from US business activities may be subject to federal tax even if the owner lives abroad.
Yes. Some financial institutions accept remote applications. Availability depends on the owners’ country of residence, company activities, and bank due diligence results.