Forming and running a Florida LLC: from the annual report to sales tax

For many founders from Europe, Florida is more than a state of formation: it is a place to live and work. The state levies no income tax on its residents, has an open economy linking North and Latin America, and keeps a register you can search online. This page is for everyone whose business genuinely happens in Florida: with customers, an office or a store, perhaps with employees. It shows what comes after formation, and in what order. We handle the formation itself, with documents, EIN and bank account, on the page Form an LLC in Florida, where you can also order it.

1Why Florida, and for whom

One question matters most when choosing Florida: does your business actually happen there? You are best off forming your LLC in the state where you work. If you sell in Florida, run a warehouse, meet customers or hire staff there, you have to register in Florida anyway, even with a Delaware or Wyoming company. Florida prohibits an LLC from another state from doing business there without a Certificate of Authority, and imposes a penalty of between $500 and $1,000 for each year without one, on top of the unpaid fees.

For families moving to Florida, the LLC is often where the visa begins. With the E-2 investor visa, the business carries the application, and it must exist and be operating before you apply. How this fits together is explained under E-2 investor visa. Which other states might suit you is compared in Choosing the right state.

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2Filing with the Division of Corporations

2.1Name and principal office

Your LLC's name must be distinguishable from other entities' names in the Florida Department of State's register. Florida does not offer name reservations, and the state no longer performs preliminary name checks either. You search the register at sunbiz.org yourself, and you are responsible if your name infringes someone else's rights. If you have a brand, it pays to look beyond the register.

Under § 605.0201, the Articles of Organization state three things: the name, the street and mailing address of the principal office, and the Registered Agent with a Florida street address, together with the agent's written acceptance. Everything must be in English and legibly printed or typed, or the document is returned for correction. The LLC comes into existence when the Articles take effect and at least one person is a member at that point. Members do not have to be named. Optionally, the Articles can state whether the LLC is manager-managed and list managers or members with names and addresses.

2.2The Registered Agent

Every Florida LLC must continuously maintain a registered office and a Registered Agent in the state. Under § 605.0113, the agent is either an individual resident of Florida or an authorized entity, in either case with a business address identical to the registered office. The registered office may share the address of your Florida business. More on this in Registered Agent and business address.

2.3Fee and effective date

The state charges $125 to form an LLC: $100 for the Articles and $25 for designating the Registered Agent. A handy trick sits in the form's own instructions: the Articles can name an effective date up to five business days before and up to 90 days after filing. If you form in late fall and your business only starts in the new year, choose January 1. Your first annual report is then not due until the following year, and you save a whole reporting cycle.

3After formation: EIN, bank account and the BE-13 report

Once the Articles are filed, the LLC exists, but it cannot operate yet. First it needs its Employer Identification Number from the IRS. Founders with no US residence or office apply using Form SS-4 by fax, by mail or, as international applicants, by phone; the online application is not open to them. The EIN also appears later in your Florida annual report. With the EIN and formation documents in hand, the business bank account comes next.

If a foreign person owns at least 10 percent of the LLC, the Bureau of Economic Analysis requires the BE-13 report within 45 days of formation, even without being asked. If the LLC has a single foreign member, it also files Form 5472 with the IRS every year; the IRS assesses a $25,000 penalty for a missing form. More under Form 5472 and pro forma 1120.

3.1The Operating Agreement

Florida does not require a written Operating Agreement, and it is never filed. Even so, it is the document your bank, accountant and consulate want to see when they need to know who owns and runs the LLC. What belongs in it is covered in Operating Agreement.

4The annual report: May 1, every year

Every Florida LLC files an annual report each year, starting in the calendar year after the Articles take effect. Under § 605.0212, the filing window runs from January 1 to May 1. The fee is $138.75, and the report is filed online. File after May 1 and you pay an extra $400. The Division of Corporations states explicitly that this late fee cannot be waived.

The report's contents are public: the LLC's name, the street and mailing address of its principal office, the formation date, the EIN, and the name, title and address of at least one person with authority to manage it. If you want to stay anonymous, Florida is the wrong place. If you run a real business on the ground, this is rarely a problem.

If the LLC misses the report entirely, it loses more than money. Under § 605.0212, it can neither sue nor defend itself in the state's courts until the report is filed and everything is paid, and it can be dissolved. For a business with customers, a landlord and suppliers in Florida, that is no theoretical risk.

5State taxes and county and city registrations

5.1Income and profit

Florida's constitution prohibits a state tax on residents' income beyond what can be credited against federal taxes. For you as a member of an LLC taxed as a partnership or disregarded for tax purposes, that means Florida does not tax your share of the profit. US federal taxes still apply, and so does the tax of your home country for as long as you are resident there.

It is different if the LLC has elected to be taxed as a corporation. According to the Florida Department of Revenue, it is then subject to the state corporate income tax: 5.5 percent on Florida profit after a $50,000 exemption. An LLC taxed as a partnership files Form F-1065 in Florida if at least one of its members is a corporation, such as your company at home. A single-member LLC without its own classification files no return of its own; its results belong to the owner.

5.2Sales tax

If you sell taxable goods or services in Florida, you need a Certificate of Registration from the Department of Revenue before your first sale, for each place of business. That is what § 212.18 says. The general state rate is 6 percent, plus a discretionary sales surtax depending on the county. Selling without registering is a misdemeanor of the first degree under the statute, and you also pay a $100 registration fee. How nexus arises in other states is explained under Sales tax and nexus.

5.3Reemployment tax

Your first employee in Florida brings the reemployment tax, the state's unemployment insurance. According to the Department of Revenue, new employers pay an initial rate of 2.7 percent on the first $7,000 of wages per employee per calendar year. Payroll and filings go hand in hand; our service for this is under Payroll.

5.4Local business tax

Under Chapter 205, Florida counties and municipalities may levy a tax for the privilege of doing business or practicing a profession in their area. In practice, if you open an office or store there, you obtain your local business tax receipts from the county and the city. Each authority sets its own rates and classifications by ordinance.

6Florida law quirks every member should know

6.1Protected series

Since July 1, 2026, Florida's new protected series rules have been in force, added to Chapter 605 by Law 2025-162. With the consent of all members, an LLC can create such series, each set up with its own filing at the Division of Corporations. For a single operating business, you don't need this. It gets interesting when you want to hold separate assets, such as several properties, under one roof.

6.2The single-member LLC and its creditors

This is where Florida parts ways with Delaware. If a creditor holds a judgment against you personally and you are the sole member of your LLC, a court can order the sale of your interest under § 605.0503 if distributions under a charging order won't pay off the debt within a reasonable time. The buyer then becomes a member in your place. For an LLC with several members, the statute rules this out. If you hold assets in the LLC, know this rule before you settle on your structure. In Delaware, by contrast, the charging order is the creditor's only remedy even with a single member; more on that under Forming a Delaware LLC.

7The right order when a visa depends on it

Many people forming an LLC in Florida are planning the move. Then the visa sets the order. For the E-2, the consulate looks at a business that has genuinely been invested in and is actually operating. That means: first the company, then the bank account, then the investment in the business, then the application. At the same time, the side at home runs in parallel, from your tax office to the question of what role you keep in your current company.

You'll find our one-stop plan for formation and visa under Visa roadmap for your formation, and the formation itself under Form an LLC in Florida. And once your state, county and city registrations are in place, May 1 remains the date to remember every year.

In short

• A Florida LLC comes into being by filing Articles of Organization with the Division of Corporations; the state charges $125, including the designation of the Registered Agent.
• Every year between January 1 and May 1, the annual report goes to the state online for $138.75; after that, a $400 late fee applies, with no possibility of a waiver.
• Florida has no personal income tax; only an LLC taxed as a corporation pays corporate income tax.
• If you sell in Florida and have employees, register for sales tax and reemployment tax before you start, and get your Local Business Tax Receipts from the county and municipality.
• Since July 1, 2026, a Florida LLC can create protected series; for a single-member LLC, the law may allow creditors to force a sale of the interest.

How we help you

• Form an LLCThe US LLC with a permanent establishment, turnkey in six states.
• Sales taxRegistration and returns in the states where you have nexus.
• PayrollPayroll, payroll taxes and filings for your employees in the USA.
• Visa Roadmap for Company FormationFormation and visa in one plan, so the company carries the visa.
• Company formation consultationEntity type, state and tax consequences, before you commit.