Doing Business in Florida as a Non-U.S. Resident

If you want to form a legal business entity in Florida, you are not required to be a resident of Florida or a resident of the U.S. In fact, if you wanted to, you could start a business in Florida from anywhere in the world.

The business formation process in Florida for a non-U.S. citizen is nearly the same as what a U.S. citizen would go through. However, there are a few minor differences. It’s a good idea to review the steps and materials required to get a good idea of what to expect and what to prepare for.   

What is a Non-U.S. Florida LLC?

If you are forming an LLC in Florida and you live outside of the United States, Florida will be considered your domestic state. If you want to operate your business in any other U.S. state or territory, you must complete the foreign entity registration process in that jurisdiction.

There is no difference between an LLC that has been formed by a non-U.S. citizen and a U.S. citizen. They operate in the exact same way and are required to submit the same initial materials as well as the same ongoing information on a annual report. However, when it comes to taxes, there are some more nuanced rules for non-U.S. business entities that are important to take a look at before committing to which entity you prefer.

What is a Non-U.S. Florida Corporation?

Just like a non-U.S. Florida LLC, forming a non-U.S. corporation in Florida requires a very similar process as forming one if you are a U.S. resident. Once the corporation is formed, Florida will be the domestic state of the corporation, and, in order to do business in any other state or territory, you must register your corporation there as well.

As a non-U.S. resident, you are still required to pay US corporate taxes. You will also be required to complete all typical corporate tasks such as electing a board of directors, issuing shares, and holding an annual meeting.    

What is the difference between the two types of entities?

Though both are legal business entities, there are distinct differences between LLCs and corporations. Domestic LLCs are considered “pass through entities.” This means that any profit the company makes is considered member income and is not taxed at a corporate rate. In comparison, corporations are required to pay a state-specific corporate tax. However, for non-domestic LLCs, there is a 30% tax rate. This is often a drawback for non-U.S. residents seeking to do business in the United States.    

Also, compared to LLCs, corporations are typically considered more prestigious. They have more rules and more procedures. Because of this, investors are oftentimes more inclined to invest in corporations.   

Depending on your business goals, you can pick the entity that works best for you and your company.      

How do I form a Florida LLC or a Florida Corporation if I am not a US Citizen?

Forming a business as a non-U.S. resident requires that you complete and file the necessary paperwork for your specific desired entity with the Florida Division of Corporations. You are required to provide the name of the company, registered agent information, and an authorized signature. When you submit the paperwork, you must also pay a filing fee to the state. Filings can be made in-person, via mail, or online. The filing fee for an LLC is $125. For a corporation, there is a $35 business formation fee and a $35 fee to designate a registered agent, for a $70 total filing fee.

For both LLCs and corporations, in addition to the formation document and the filing fee, you must also submit a cover letter that contains your name, address, and telephone number.

Steps to Form a Florida LLC

Here is a brief step-by-step guide to forming an LLC or corporation in Florida as a non-U.S. citizen.

  1. Name Your Company

    The first step in forming your company in Florida is choosing a name for either your LLC or your corporation. The name must be distinguishable from any other legal business entity on file with Florida. You can do a quick search on subiz.org (the official Florida Division of Corporations website) beforehand to make sure the name you want is available.   

  2. Hire a Registered Agent

    All legal business entities are required to have a Florida registered agent if they want to do business in Florida. A registered agent is an individual or a legal entity that has a physical address in Florida and agrees to be listed as the registered agent for your company, thus assuming the responsibilities of such. These responsibilities include receiving any legal correspondence from the state of Florida on behalf of your company.

    If you are located outside of the U.S., it is necessary that you hire a registered agent if you want to form a company in Florida. If it wasn’t obvious by the name, that is a service that Florida Registered Agent LLC offers. We serve as a registered agent for U.S. business owners as well as foreign business owners.   

  3. File the Articles of Organization or Articles of Incorporation

    Once you have chosen the name of your business, and hired a registered agent, you have all the information you need to complete the Articles of Organization or Articles of Incorporation. You can obtain a PDF copy of these documents and complete them by hand for a mail or in-person submission, or you can enter the required information online to file digitally. If you hire Florida Registered Agent LLC to form your LLC or corporation for you, we complete these steps and form your business on your behalf.

  4. Obtain an EIN

    One of the biggest differences between forming a company as a non-U.S. citizen and as a citizen is the process to obtain an EIN. EIN stands for “Employer Identification Number.” It is a unique, nine-digit number issued by the Internal Revenue Service (IRS) for tax purposes. It requires that the applicant provides a social security number, which is a number unique to a U.S. citizen. It is possible to get an EIN without a social security number, it just takes a few more steps.

    To get an EIN as a non-U.S. citizen, file Form SS-4 with the IRS. The application is simple and the instructions are straightforward. It can be submitted online, via phone, or by mail. Once you have this number, you will be able to pay the necessary U.S. taxes to keep your business in operation.   

  5. Opening a Bank Account

    One of the most important—and most difficult—steps for solidifying your company in the U.S. is opening a domestic bank account. Oftentimes this step actually requires a trip to the United States. You will be required to provide all business formation and legal documents relating to your business. This is a step of the process that we do not assist with and we warn our clients to be wary of anyone that does. There can be severe legal ramifications if any corners are cut and that can derail your business goals immensely.

  6. Paying U.S. Taxes as a Nonresident

    As a nonresident, you are still required to pay U.S. taxes. Since nonresidents cannot be members of an S-corporation, it is likely that your business entity will either be an LLC or a corporation.

    Corporations formed by nonresidents will pay the same corporate taxes as any other corporation. However, you will only have to pay taxes on your US-sourced earnings. For LLCs, any US-sourced earnings are taxed at 30% and must designate a tax withholding agent to calculate the correct amount owed to the US.     

Frequently Asked Questions

What kind of maintenance is required?

Florida LLCs formed by non-U.S. residents are required to file an annual report with the state. This report must be filed online. For LLCs, there is a $138.75 fee. The filing window for LLC annual reports is January 1st through May 1st.

Nonresident-formed corporations are also required to file an annual report. There is a $150 fee and the report must be filed online within the annual report window (January 1st – May 1st, the year after formation).

What’s the easiest way to get an EIN as a non-U.S. resident?

Getting an EIN without a social security number is not impossible, but it takes a little longer than it does for someone with an SSN. If this is a stress you’d rather avoid, Florida Registered Agent LLC can take care of this task for you. Just select the add-on option at checkout to have us complete all the steps required to get you an EIN and jump start your business formation process.

What if I need an apostille to use my documents outside of the US?

We also offer convenient apostille service for an additional fee. This is super easy and a good preemptive step to take while you have the option.

What should I look for in a registered agent service?

Stability is the number one thing to look for in registered agent service. You want to choose a company that is reliable, has been around for awhile, and knows what kind of quality service business owners need to have the upper hand. Florida Registered Agent LLC gives you the business advantage and takes the edge of the stress of running a U.S. business from another country.

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