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Florida Limited Liability Company

Florida LLC

General Information

Florida LLC SetupFlorida is situated in the southeastern United States, south of Georgia. Its total area is 155,213 sq km (59,928 sq mi). The capital is Tallahassee, and the largest city is Jacksoville. Florida’s population is approximately 15,000,000 and has grown rapidly during recent decades. Most of the states are the peninsula, the tip of which is the southwestward from the southern end of the peninsula. The northwestern part of the state forms a narrow panhandle along the northern coast of the Gulf of Mexico. Florida has three major physical regions. Swampy areas in the extreme south, including the Everglades region, merge northward with hilly Lake District.

Most people reside in cities along the coast. Many retirees live in Florida, so there is a relatively high percentage of an aged person. Florida’s economy depends on its tourist industry. More than 40 million tourists visit Florida each year, and the money they spend is the largest single source of income for Floridians. Tourist dollars stimulate many economic activities, especially the service sector and the construction industry.

Highlights of Florida LLC

A Limited Liability Company (“LLC”) is as separate legal entity that offers an alternative to partnerships and corporations by combining the corporate advantage of limited liability with the partnership advantage of pass-through taxation. An LLC is created and comes into existence when articles of organization are filed with the prescribed fees, and accepted by the proper state authority. An LLC may elect corporate “C” style taxation or pass through taxation like the “S” Corporation.

Limited Liability Companies – The limited Liability Company shields its members from liability like a corporation, however, certain tax advantages are provided to mimic those of a partnership even more than the S Corporation is flow-through of gains and losses. Unlike an S Corporations, however, the number of members, their citizenship, the rights of the members relative to each other, and other corporate matters are not restricted. Unlike a corporation, the limited liability company is not perpetual, having a life limited to somewhere between 30 and 50 years in most states.
The LLC has the following advantages:

  • Pass-Through Taxation LLCs allow for pass-through taxation. This means that earnings of an LLC are taxed only once. The earnings of an LLC are treated like the earnings from partnership, sole proprietorship and most S corporations.
  • Limited Liability
    The LLC owner’s liability is generally limited to the amount of money, which the person has invested in the LLC. Thus, LLC members are offered the same limited liability protection as a corporation’s shareholders.
  • Flexible Management Structure and Flexible Ownership is Permitted
    Like general partnerships, LLCs are free to establish any organizational structure agreed on by its members. Thus, profit interests may be separated from voting interests.

The duration of an LLC is generally perpetual. LLCs may carry on any activity except insurance or banking.

Movement of Funds

There are no exchange controls and LLC’s may transfer funds with complete freedom. The US Dollar is the currency utilized locally.

Corporate Requirements

a. Name:Must contain the words “limited liability company” or “limited company” of the abbreviations “L.L.C.” or “L.C.” , or the designations “LLC” or “LC” in the use of the name of the limited liability company formed under the provisions of this chapter. The word “limited” may be abbreviated as “Ltd.,” and the word “company” may be abbreviated as “Co.” Omission of the words “limited liability company” or “limited company,” the abbreviations “L.L.C.” or “L.C,” or the desiagntions “LLC” or “LC” in the use of the name of the limited liability company shall render any person who knowingly participates in the omission, or knowingly acquiesces in the omission, liable for any indebtedness, damage, or liability caused by the omission. Names cannot be reserved.

b. Capital/Shares: There is no minimum capital requirement. Most people are comfortable with stock having $0.001 par value, and typically 1,000 shares of stock are sufficient to handle the potential ownership arrangements of a small company (fractional shares can always be issued).

c. Directors/Officers: Only one director is required and the same person can be the President, Treasure and Secretary. An LLC may be managed by its members (owners) or by selected managers. If the LLC is to be managed by its members, it operates much like a partnership. Each member has an equal say in the decision making process of the company.

If the member choose, they may elect a manager or managers to act in a capacity similar to a corporation’s board of directors. These managers are in charge of the affairs of the corporation.

Member management is the default rule of state law. This means that if managers are not selected in the articles of organization the members will not direct the affairs of the LLC.

d. Registered Office: A registered agent is required for the protection of those dealing with a corporation. Basically, a registered agent is an office designated to receive suit papers and other official notices and documents. In Florida, the registered agent is required to be present at a physical address between the hours of 10:00 a.m. and 2:00 p.m. It is to the Corporation’s benefit that a registered agent exists as well.

e. Books, Records, Seal: Books, records, and minutes shall be kept at any place as the directors may determine.

f. Confidentiality: There is no restriction on where the corporation from any state does business, other than the possible requirement to register to do business as a “foreign corporation” in other states, and restrictions on doing business in certain countries with which the U.S. does not maintain friendly relations (for example, Libya, Cuba, and North Korea). In addition, there are tax disadvantages to doing business in some countries that participate in the Arab League boycott against Israel.

g. Taxation: Annual Delaware Franchise Tax for LLCs is US$300 which is payable prior to June 1st of each year. If payment is made after June 1st, the LLC will incur in a penalty of US$200 plus 1.5% monthly interest.
The LLC is subject to the US Tax Code based on the nature of its income, distributions, residencies of the members and any Tax Treaty provisions. For further information on taxation requirements and government filing of income tax returns in the U.S. please consult a US tax advisor.

h. Timescale: The time frame for incorporation is from 9-10 business days.

i. Costs/Fees:

  • Certified Passport copy of the members/beneficial owners
  • Certified proof of address
  • Bank Reference Letter
  • CV/Profile

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal, tax or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.