Incorporation in Florida

The following words are expressly prohibited: “Bank”, “Trust”, “University”, “College” or any other word implying association with any licensed professionals or individuals, unless you have a license. There is also a prohibition for words implying an affiliation with a federal or state or organisation and words which are suggesting an illegal purpose.

The company’s name must not be very similar to names of existing companies causing confusion and it must not contain improper or offensive words. The company’s name must end with the abbreviation “LLC” that stands for Limited Liability Company. The name of the LLC can have foreign words, but they must be accompanied with an accurate translation in English.

The LLC is required to have a registered office address in Florida which must be provided by an authorized registered agent within the state.

The requirement to have a director/manager depends on what is determined by the LLC Operating Agreement, which is drafted by the company’s owners. When an LLC has only one member there is no requirement to appoint a director/manager. The director (manager) and shareholder (members) can be the same person as a managing-member.

Regarding the managers, the legislation imposes no requirement for them to be locals and there’s no requirement regarding the place and frequency of board meetings. Corporate persons can become managers. The directors’ details are registered on the public record and can be accessed by the public.

The only document that is mandatory to be filed for the registration of the LLC is the Certificate of Formation which must contain the following information, the LLC’s name, address of registered office and the name and address of its registered agent. The names of the LLC’s shareholders are not required to be stated in the Certificate of Formation which is prepared, executed and filed to the Florida Division of Corporations by an Authorised person or organisation who is usually the LLC’s registered agent.

The members are the equivalent of a shareholder in the LLC. One member is the minimum required, there’s no requirement for them to be locals and corporate persons can become members. There’s no requirement regarding the place and frequency of member meetings. The director (manager) and the member can be the same person.

The beneficial owners’ details are not registered on any public record and cannot be accessed by the public.

For this type of company, shares are referred to as units and they determine the voting rights of the owners. They can be categorised into classes by the Operating Agreement, each class having different rights and privileges. Only registered shares are admissible, a Florida LLC may not issue bearer shares.

No requirement is imposed on minimum paid up capital at incorporation, this means that the owners of an LLC are not required to set a deadline as to when such capital must be paid up by the shareholders.

An LLC in Florida can be incorporated within 3-4 days, Florida is considered to have a very efficient company registrar, which is the Secretary State’s Division of Incorporations. The option for incorporation in less time is offered but the government fee is higher.

Ready-made but unused LLCs are available in Florida, in case you are in need of a quicker incorporation process.

There are no substance requirements, on the contrary, a  corporation will qualify for an exemption from Federal and State taxes if its operations and profit generating activity are not conducted from within the US and it does not rent premises or own real estate in the US and its income is not effectively connected with the US.

The Florida LLC is not required to file accounting records nor is required to do auditing. Also, there is no requirement to file annual tax returns, either at Federal or State level. However, it is mandatory that the LLC prepares and keeps at its registered office or agent the financial accounts of the company.

There is an exemption in the jurisdiction of Florida for non-resident members from any federal taxation and the obligation to file US income tax return, provided that the LLC does not carry out any transaction within the United States. In general, business income that is gained by the LLC outside the territory of the United States is not taxed, for example, sale of inventory produced or purchased outside the US. Also, dividends paid to non-residents, royalties for tangible assets located outside US and intangible assets used outside US and sale of real estate outside the US are not taxed in case of LLC incorporated in Florida as well. It is required though to file a Report of Foreign Bank and Financial Accounts if the company’s bank account balance at any time throughout the year is over $10.000 USD.