Florida LLC for Nonresidents: Formation, Annual Report and Tax

Can a nonresident form a Florida LLC?

Yes. Florida's filing instructions do not require any owner or manager to live in Florida or in the US. The one in-state requirement is a registered agent with a physical Florida street address, who signs the articles to accept the role (instructions for the articles). Filing online or by mail costs $125, which covers the filing fee and the required registered agent designation (LLC fees).

After that, the LLC owes an annual report every year, and its federal filings depend on who owns it. A case is not simple when:

• The owner is not a US citizen or US resident. A US citizen living abroad is not a foreign owner. A single-member LLC with a foreign owner files Form 5472 with the IRS for each year it has a reportable transaction, such as money the owner puts in, and missing it carries a $25,000 penalty.
• The LLC has two or more owners, or elects to be taxed as a corporation. Both change the federal return, and a corporate election brings Florida corporate income tax.
• The owner lives or works in another US state. That state may require its own registration and tax.
• An annual report was missed. The LLC may already be dissolved.

Gather before filing: the LLC's name, a registered agent who has agreed to serve and its Florida street address, a principal office street address and a mailing address, the name and address of at least one manager or authorized representative, an email address someone reads, and a card for online payment.

For the general steps of forming a US LLC from abroad, see US LLC for non-residents, step by step. If you live in Florida, see how to start an LLC in Florida.

What does a Florida LLC cost to form and keep?

Florida charges $125 once to form the LLC, then $138.75 for each annual report filed on time.

State fees come from Florida's LLC fee schedule. The IRS says you never have to pay a fee for an EIN (IRS). A commercial registered agent charges its own fee, which the state does not set. A certificate of status and a certified copy are optional extras.

The first annual report is due between January 1 and May 1 of the year after the articles take effect (s. 605.0212). An LLC formed between October 1 and December 31 that will not do business until the new year can list January 1 as its effective date. That postpones its first annual report by one year (instructions).

Which addresses go on the articles, and what becomes public on Sunbiz?

The articles list the principal office street address, a mailing address, the registered agent's name and Florida street address, and, optionally, managers or authorized representatives. Everything submitted becomes public: the Division of Corporations says any information on a filing is part of the public record and shown on its website (Florida LLC page).

Leaving managers off the articles does not keep every name off them: at least one authorized representative must sign the articles (instructions). Each annual report must name at least one person with authority to manage the company, with a title and address (s. 605.0212), so at least one name and address becomes public with the first annual report. The instructions also note that a bank may require managers or authorized representatives to appear on the state's record before opening an account.

The registered agent must be a Florida resident or a business entity with an active Florida filing, and its business address must be the registered office (s. 605.0113). The LLC cannot be its own agent. The agent's duty is to forward lawsuits, notices and demands to the address the LLC last gave it. A mail-forwarding address does not qualify on its own: someone at that Florida street address must be the appointed agent who has signed to accept the role. If the LLC stops keeping an agent and does not fix that within 60 days after Florida sends notice, Florida dissolves it (s. 605.0714).

For choosing an agent, see registered agent. For a business address and bank account, see US business address and bank account.

Florida LLC annual report from abroad: when is it due, and what if it is late?

A Florida LLC files its annual report online between January 1 and May 1 each year, by 11:59 p.m. Eastern time on May 1. After that, Florida adds a $400 late fee (annual report page). The report confirms or updates the LLC's addresses, registered agent, managers and EIN. It is not a financial statement, and it is due even when nothing changed. Until it is filed and the fees paid, the LLC may not bring or defend a lawsuit in a Florida court (s. 605.0212).

What matters for an owner abroad:

• Count the deadline in Eastern time. The cutoff is 11:59 p.m. Eastern on May 1, whatever the date is where you are.
• Pay by card. Online filing takes credit and debit cards. A mailed check must be in US currency, drawn on a US bank and postmarked by May 1.
• Keep the email address current. Reminder notices and filing confirmations go to the email on file (articles form).
• Do not count on a waiver. The state's form says there is no provision to waive the late fee.

If no report is delivered by 5:00 p.m. Eastern time on the third Friday of September, Florida may dissolve the LLC, and does so at the close of business on the fourth Friday of September (s. 605.0714). The Division's page gives each year's last days to pay: by check, the third Friday; online by card, until 5:00 p.m. Eastern on the fourth Friday (annual report page). A dissolved LLC still exists, but it may only carry on activities needed to wind up its affairs. Florida may send the dissolution notice by email only, to the address on file.

Does a Florida LLC owned from abroad pay Florida income tax?

That depends on how the LLC is taxed and who owns it, not on where the owner lives. Florida does not impose a personal income tax (Department of Revenue). Its corporate income tax reaches entities taxed as corporations, and it has special rules for LLCs (corporate income tax). A disregarded LLC is one the IRS treats as part of its owner's tax return, the default for a one-owner LLC (IRS).

The corporate-owner rows matter when a company, not a person, owns the LLC. The Department says a corporate owner must file even if owning the single-member LLC is its only activity. Its page does not say how this applies to a company incorporated outside the US.

An LLC taxed as a corporation starts from its federal taxable income, adjusted under Florida rules and apportioned to Florida by property, payroll and sales. It then subtracts a $50,000 exemption, prorated for a tax year shorter than 12 months and shared among the Florida members of a controlled group (s. 220.14), and pays 5.5% on the rest (corporate income tax). For the federal side of that election, see foreign-owned LLC taxed as a corporation.

Selling into Florida or storing inventory there: when does sales tax registration apply?

Sales tax registration follows what the LLC does, not where it was formed. A Florida registration applies when the LLC sells taxable items at retail in Florida, keeps inventory or a place of business there, or made remote sales into Florida over $100,000 in the previous calendar year (sales and use tax).

• Inventory in Florida. Florida's definition of a dealer includes anyone holding goods in Florida for sale at retail, or keeping an office, warehouse or other place of business there (s. 212.06(2)). The Department also lists owning, renting or leasing property in Florida as a business connection for out-of-state businesses (out-of-state businesses). Goods the LLC itself keeps in a Florida warehouse for sale appear to fall within these words. The pages cited here do not say how they apply to stock a marketplace holds in its own Florida warehouse for a seller whose every Florida sale goes through that marketplace.
• Remote sales. A seller that receives orders outside Florida and ships goods into Florida must register once its taxable remote sales in the previous calendar year exceed $100,000 (TIP 21A01-03).
• Marketplace sales. When a registered marketplace provider certifies that it collects Florida tax, the seller does not collect tax on those sales and leaves them off its own return. A seller with a physical presence in Florida, or with remote sales outside the marketplace over the threshold, still registers for its sales outside the marketplace (TIP 21A01-03).

One point is unsettled. Florida's remote-seller rule and its threshold cover persons not located in Florida who receive orders outside Florida (TIP 21A01-03). The Department's pages cited here do not say whether a Florida LLC run from abroad, whose only Florida tie is its registered agent, counts as located in Florida. Ask the Department in writing before relying on either reading. For how US sales tax reaches sellers abroad, see foreign sellers and sales tax and marketplace facilitator rules.

What federal filings follow: EIN, Form 5472 and pro forma 1120?

The LLC gets an EIN after the state filing, then files with the IRS according to its owners and tax classification. Forming in Florida changes none of the federal rules.

EIN. The IRS issues EINs free. An applicant without an SSN or ITIN, or an LLC whose principal place of business is outside the US, cannot use the online application and applies by phone, fax or mail. Apply after Florida has filed the articles, or the EIN may be delayed (IRS). See EIN without an SSN.

One US owner. A US citizen or resident who owns the LLC alone, wherever they live, generally reports its activity on their own Form 1040, on Schedule C, E or F (IRS).

One foreign owner. A single-member LLC wholly owned by a foreign person files a pro forma Form 1120 with Form 5472 attached for each year with a reportable transaction, such as money the owner puts in or takes out, or amounts paid to form the LLC (Form 5472 instructions). It is due by the Form 1120 due date, April 15 of the following year for a calendar year (Form 1120 instructions). Neither the return nor a Form 7004 extension can be filed electronically: both go by fax or mail, the extension by the original due date. Missing it, or filing a substantially incomplete form, can cost $25,000. For what goes on the forms and where to send them, see foreign-owned single-member LLC filing and, for the first short year, filing for the year you formed.

Two or more owners. The LLC is a partnership by default (IRS) and files Form 1065 (IRS). If it has income effectively connected with a US business, it must also pay a withholding tax on its foreign owners' share of that income (IRS). See LLC owned by two non-residents. Unless the LLC elected corporate treatment, adding a second owner makes a one-owner LLC a partnership, and dropping to one owner makes it disregarded (26 CFR 301.7701-3(f)(2)).

Corporate election. An LLC that elects corporate treatment on Form 8832 files a full Form 1120, with Form 5472 attached for reportable transactions when a foreign person owns 25% or more. The election can take effect up to 75 days before the form is filed and no later than 12 months after; every owner, or a manager or member authorized to make it, signs (Form 8832). See foreign-owned LLC taxed as a corporation.

Whether the owner owes US income tax turns on US business activity, not on the LLC; see when foreign owners owe US tax. FinCEN says companies created in the US are now exempt from beneficial ownership reporting (FinCEN). Florida's filing pages still carry an older notice about that federal requirement, so rely on FinCEN's page; see BOI report: who still files.

Does a Florida LLC change tax where I live or work?

No. The IRS classifies an LLC by its number of members and any election, not by its state (IRS). Florida having no personal income tax means only that Florida does not tax an individual owner's income. It does not stop:

• the US state where you live or work from requiring the LLC to register and taxing its income under that state's rules (see registering in another state);
• the country where you live from taxing your share of the profit under its own rules;
• US federal tax on income from a US trade or business.

A Canadian owner faces a specific mismatch between the two countries' treatment of an LLC; see fixing a US LLC owned by a Canadian.

What does it cost to reinstate a Florida LLC dissolved for a missed report?

Reinstating a Florida LLC costs $100.00 plus $138.75 for each report year due, so $238.75 when one year was missed (reinstatement page). The $400 late fee is not added when the LLC was dissolved for the missed report and reinstates with the reinstatement fee (s. 607.193). All fees are paid with the application, which both the registered agent and an authorized representative sign (s. 605.0715).

Reinstatement takes effect back to the dissolution date, as if the LLC had never been dissolved. Florida holds the name for one year after dissolution; if another business takes it after that, the LLC must change its name to reinstate.

For the full order of steps, see reinstating your company. A dissolved LLC often also has missed federal filings; see missed foreign-owner filings and penalties.

Example

These examples are illustrative; all figures are in US dollars.

Owner in Germany selling through a US marketplace

A German resident forms a one-member Florida LLC in March and sells through a US online marketplace.

• Year 1: The LLC pays Florida $125, names a Florida registered agent and gets an EIN by phone. It is disregarded, so it files no Florida income tax return.
• Year 2: By April 15, it faxes a pro forma Form 1120 with Form 5472, reporting the money the owner put in and the formation fee. Between January 1 and May 1, it files its first annual report for $138.75. The marketplace certifies that it collects Florida tax on its sales; when the LLC starts selling directly from a Florida warehouse, it registers for Florida sales tax on those direct sales. With goods now in the US, the owner also checks whether US income tax applies (when foreign owners owe US tax).
• Year 3 onward: $138.75 each spring to Florida and, for each year with a reportable transaction, a pro forma Form 1120 with Form 5472 by April 15.

Report missed, LLC dissolved in September

An owner in Singapore misses May 1 and both September payment days, and Florida dissolves the LLC on the fourth Friday of September. To reinstate in October, the LLC pays $100 plus $138.75 for the one report year, $238.75, with no $400 late fee, and the application is signed by the agent and an authorized representative. Until then, it may only wind up its affairs. The next year's report is still due between January 1 and May 1.

LLC taxed as a corporation

A foreign-owned Florida LLC with no related corporations elected corporate tax treatment and, in a full 12-month tax year, has $100,000 of income apportioned to Florida. Florida tax is 5.5% of ($100,000 minus the $50,000 exemption), or $2,750, on Form F-1120, due May 1 for a calendar year. Because that is over $2,500 a year, it must also make Florida estimated payments on Form F-1120ES. The LLC also files a federal Form 1120, with Form 5472 for any reportable transaction with its owner, and pays federal corporate tax.

Different for you?

• You are a foreign owner and the LLC must file Form 5472: see foreign-owned single-member LLC filing and get business tax return help.
• You missed Form 5472 or an annual report, or the LLC was dissolved: see missed foreign-owner filings and penalties, reinstating your company and get business tax return help.
• You want the Florida filing, registered agent and annual report handled for you: get business formation help.
• You want the LLC taxed as a corporation: see foreign-owned LLC taxed as a corporation and business formation help before filing Form 8832.
• You live in another US state: that state may require registration and tax; see registering in another state and business formation help.
• Inventory, staff or agents will be in the US: you may owe US income tax; see when foreign owners owe US tax and get cross-border tax help.
• The LLC has two owners abroad: see LLC owned by two non-residents and get business tax return help.
• A company abroad will own the LLC: Florida may require a Form F-1120 from that company; see US subsidiary of a foreign company and get business tax return help.
• You are a Canadian owner: see fixing a US LLC owned by a Canadian and get cross-border tax help.
• You are opening the LLC to sell on a marketplace or take card payments: see a US company for marketplaces and payment platforms.
• You are still choosing a state: see best state for a non-resident LLC.
• You live in Florida: see how to start an LLC in Florida.