A Guide to Doing Business in Florida
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What is a Non-U.S. Florida business entity?
Anyone, anywhere in the world can form a business in Florida. There is no requirement that you must be a citizen of Florida to do business in the Sunshine State. However, there are different rules and requirements for those individuals who live in a different state or who live outside of the U.S.
Though there are differences, the process is largely the same and requires the submission of a formation document and a filing fee to the Division of Corporations Branch of the Florida Department of State. As a non-U.S. resident, you can form most types of legal business entities, including the two most popular types: a Florida LLC and a Florida corporation.
When you hire Sunshine Corporate Filings® to be your Florida registered agent, you’ll also have the option to use our Florida business address in place of yours.
How do I start a business in FL if I’m not a U.S. citizen?
Either forming an LLC or incorporating your company in the United States as a non-U.S. citizen requires that you obtain the necessary paperwork, provide the required information (including the name and address of a registered agent), and submit the application, along with the mandatory filing fee, to the Florida Department of State. This submission can be made in-person, via mail, or online.
For LLCs, the filing fee is $125. The filing fee for corporations is $35, plus an additional $35 to designate your registered agent, coming to a $70 total filing fee.
The application packet must also include a cover letter that provides a point of contact for your business.
D.I.Y. Guide to Forming a Non-U.S. Business Entity in Florida
Below, find a D.I.Y. Guide to starting your business as a non-U.S. resident in Florida.
Step 1:Choose a Name
All legal business entities must have a unique and distinguishable name from any other business that is on file with the Florida Department of State. The first step in starting your business is choosing a name for your LLC or corporation. To make sure that the name you want is available, you can check the Florida’s official Division of Corporations website.
If you are forming an LLC, the name of your LLC must have an LLC identifier included in it. This requirements goes for corporations, as well.
Step 2: Hire a Registered Agent
If you are forming a business in Florida from outside of the country, it is likely that you do not have a physical address in the state. Since one of the primary requirements of a registered agent is having a physical address within the state they are operating from, it will be necessary for you to hire an entity to serve as the registered agent for your new company.
When selecting a registered agent, you want to make sure the service you choose is dependable and competent. The last you think you need is to worry about whether or not your registered agent is doing its job to the best of its ability.
Sunshine Corporate Filings LLC® is the best choice in the industry. We help non-U.S. residents form businesses in Florida every day. We know the process, and we know what our clients need. For those looking to dominate the market, we are the top choice for your registered agent.
Plus, you can use our Florida business address for free, and we offer both free mail forwarding and paid Florida mail forwarding service options as well (whatever fits your business needs).
Step 3: File the Necessary Paperwork
The document that is filed to form an LLC is called the Articles of Organization. The filing document to incorporate your company is known as the Articles of Incorporation. If you have selected a name for your company, and hired a registered agent, then you are ready to proceed to completing and filing the necessary paperwork to form your company.
The easiest way to submit these documents is online. However, there is a PDF copy for download available for an in-person submission.
Step 4: Get an EIN
The biggest hurdle in getting your non-U.S. resident business of the ground in Florida is getting an EIN issued for your company. An EIN (also known as a Federal Employer Identification Number) is a nine digit number. It is uniquely different from any other number issued to any business in the U.S. and is used for taxation purposes.
Step 5: File Your Beneficial Ownership Information Report
Most non-U.S. business entities are required to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). You can complete this federal filing online at no cost, and the information on your report does not go on the public record.
What’s included in the BOI report? Your report must include: Company name/DBA or trade names, principal US business address, tax ID (EIN), formation jurisdiction, and the jurisdiction where you first registered to do business in the states. You must also provide the following information about your beneficial owner(s) and company applicant(s): full legal name, date of birth, residential address, and a copy of an ID (passport or driver’s license).
Who are the beneficial owner and company applicant? A beneficial owner is any person with substantial control over your business. This control can be direct, such as by acting as a corporate officer or LLC member, or indirect, by owning at least 25% of the company. A company applicant is the individual who files the paperwork registering your company to do business in the US or who directs that paperwork to be filed (if different). If your company is registered before 2024, you don’t need to include company applicant information.
When is the deadline to submit my BOI report? BOI reports must be filed within 30 days of registering to do business in the US. However, if your business registered before January 1, 2024, you have until January 2025 to file. NOTE: For 2024 only, FinCEN has extended the deadline to file to 90 days after formation. Companies formed 2025 or after will have a 30-day window to file their BOI report.
At Sunshine Corporate Filings, we take pride in offering federal filing options for our clients, which now includes BOI Report Filing. If you’re hiring us for service, just add “BOI Report Filing” ($9) and our local specialists will take care of this part for you.
Are there advantages to being an Non-U.S. LLC or a Non-U.S. corporation?
Like domestic LLCs and corporations, non-U.S. resident LLCs and corporations are subject to very different rule sets and required procedures. Depending on what your business goals and aspirations are, one entity may work better for you than the others.
Non-U.S. Resident LLCs in Florida
A non-U.S. LLC formed in Florida operates under the same legal statutes as a domestic LLC. If you have formed your LLC in Florida, even if you live across the pond, the domestic state of your LLC is Florida, and you will be required to register your LLC in any other state you would like to operate business in.
That being said, there are some differences in the taxation of domestic LLCs and non-U.S. resident LLCs that can become complicated. Whereas profits made by domestic LLCs are “passed through” the company and then taxed as personal income of the members, the profits of a non-U.S. LLCs are taxed at 30%. It’s a good idea to review these differences when choosing what entity is right for you and how you plan to grow your company in the United States.
Non-U.S. Resident Corporations in Florida
The process to incorporation as a non-U.S. resident in Florida is very similar to that of the LLC. However, like domestic corporations, your non-U.S. resident corporation is required to fulfill more complicated requirements such as electing a board of directors, holding an annual shareholder meeting, and issuing shares.
If you incorporate in Florida, Florida will be the domestic state of your corporation. If you want to expand your business into other states, you are required to go through the registration process according to each state you want to do business in. Non-U.S. resident corporations are also subject to U.S. corporate taxes.
For those starting a business as a U.S. citizen, obtaining an EIN is a a very straightforward process. There is no cost, and it can be completed in a few minutes using their social security number. However, for those who are forming a company from outside of the country, getting an EIN issued will be a little more challenging because you do not have a social security number. To get an EIN as a non-citizen, you must submit Form SS-4 to the IRS. The form isn’t too difficult and the instructions are easy to understand. It can be submitted to the IRS via phone, mail, or online. With this number, you will be able to pay any U.S. taxes your company may be subject to.
If this is a task that you would rather have a professional take care, Sunshine Corporate Filings LLC®also offers an add-on service to procure an EIN for your company. If this is a service you are interested in, select the option at checkout.
Florida Non-U.S. Resident FAQs
How do I choose a registered agent?
Your choice of registered agent is one of the most important decisions you can make when it comes to the success of your business. So, obviously, you should choose wisely. But what exactly makes a “good” registered agent? Here are a few things you should look for:
Dependability
The main responsibility of a registered agent, other than fulfilling the legal requirement, is to make sure that you have a dependable liaison between your company and the state. For that, you’re going to want a registered agent service that has a stable, physical address and a history of reliability.
Straight Forward
A lot of companies out there will try and sell you things you don’t need and offer special deals that are chock full of stuff you don’t need to run your business effectively. What we offer is straight forward and fair. If there’s something you don’t need, we’re not going to add it in and charge you for it. We make sure you get the services you need and none of the ones you don’t for a price that is the best in the industry.
Price
When starting out your business, money might be a little tight—especially if you are taking a risk or pursuing your dream. We take this into consideration when we set our prices and offer deals catered to your business level.
What about a bank account?
If you are doing business in the U.S., you will need a U.S. bank account. Unfortunately, this is one of the more difficult parts of establishing a company if you are a non-citizen. We’ll be straight with you; it is likely that you may need to make a trip to the country to accomplish this step.
Do I need an apostille for my documents?
There might be a time when you need your U.S. business documents for something official in your home country. In this case, you might need an apostille. We offer convenient add-on apostille service, available at check out.
How do I pay taxes as a nonresident?
Just because you are not a citizen of the U.S., doesn’t mean that you aren’t subject to U.S. taxes. Corporations are subject to the same corporate tax no matter if they are domestic or not and LLC earnings are taxed at 30% and must designate a tax withholding agent to make sure they are paying the right amount to the IRS.
What about annual reports?
All companies formed in Florida, and most of the states in the U.S., are required to file an annual report to the state department. Typically this report requires a contact name and address, the name of your company, and the name and address of your registered agent; along with a filing fee.
In Florida, the annual report that non-U.S. resident companies are required to submit is the same as the annual report that domestic companies submit. It is due the year after forming your business between January 1st and May 1st.
For LLCs, there is a $138.75 filing fee. For corporations there is a $150 filing fee. However, if you do not file your report within the designated window of time, there is steep $400 late fee that cannot be waived.
