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Formation. It requires the adoption of the Articles of Organization, by the Members, and the registration of said document. Further, the members of the LLC execute an Operating Agreement and an Organizational Written Consent, documents that will include information such as capital and members’ contributions . These are of private character and do not need registration. OLYMPUS SERVICES offers ready-made companies in Florida and provides the service to act as the nominee shareholder.

 

Members. A Florida LLC can have one or more members who may be natural or juridical persons. The function of the member is equivalent or similar to the that of the shareholder of a corporation. Because of tax considerations , usually the member of a LLC is a foreign corporation.

 

Manager. This role is equivalent to that of the director. A minimum of one manager is required. The managers are elected by the members of the LLC and may hold one or more offices. The members of the LLC may be managers themselves.

 

Registered Agent. Each LLC must maintain a Registered Agent in Florida with a local address.

 

Bearer of shares. The LLCs do not issue shares in this jurisdiction. Each member of the corporation receives a Membership Certificate (similar to a share certificate) stating that he/she is a member of the LLC. The contribution and participation of each member does not need to be publicly registered, it will only be recorded in the Operating Agreement.

 

Disclosure. The State of Florida keeps a Company Registry. In addition to the Articles of Organization that are filed for the purpose of forming the LLC, it is necessary to file an annual report including the names of the officers/managers.

 

However, the identity of the Members is not necessary to be registered.

 

All other corporate documents and registries concerning the LLCs are of a private character.

 

Taxation. In the United States, the LLC which has only one member, has a fiscal treatment different from the one applicable to corporations. Such a LLC is treated as a non-corporate entity which does not pay taxes at a corporate level as would happen in the case of a normal corporation.

 

If the only member of a LLC of Florida is a “non- US citizen \ resident” there are no tax implications at the federal level nor at the state level in the USA, as long as the LLC does not own assets in the US and all its business is conducted outside the country.

 

If the member of a LLC is a natural person, succession tax would be generated at the time of his/her death, based on the net worth of his assets. In practice the member of the LLC is normally a foreign corporation.

 

If the LLC has more than one member, the tax implications of each particular case must be analyzed.

 

Annual Report Fee. All the companies registered in the State of Florida must pay US$50 each year when filing the mandatory annual report that contains the names of the officers/managers.