Florida LLC for Brazilians: U.S. and Brazilian Rules in 2026

A Florida LLC follows chapter 605 of the Florida Statutes: it comes into existence when the articles of organization take effect and requires an annual report between January 1 and May 1. For Brazilians, the critical point is tax: Brazil's Federal Revenue Service (Receita Federal) treats a transparent LLC owned by non-U.S. residents as a privileged tax regime.

This page covers what is specific to Florida. For the Delaware structure, see the Delaware LLC guide, and for choosing between the two most common states, the Wyoming vs. Delaware comparison.

How do you form an LLC in Florida?

One or more persons, as authorized representatives, sign and deliver the articles of organization to the Florida Department of State, which receives filings through the Sunbiz portal. The law requires three items in the document (Florida Statutes, s. 605.0201):

1. •the name of the LLC;
2. •the street and mailing addresses of the principal office;
3. •the name, the Florida address and the written acceptance of the initial registered agent.

The LLC comes into existence when the articles take effect and at least one person is a member at that time (s. 605.0201(4)). Whoever signs the articles states that the company has or will have at least one member. The name must contain "limited liability company", "L.L.C." or "LLC" and be distinguishable from other names on the department's records (s. 605.0112).

The registered agent must have a Florida address: it can be an individual resident in the state or an authorized entity, with the same address as the registered office (s. 605.0113). That is why a nonresident Brazilian normally hires an agent.

What official fees does the state charge?

Chapter 605 sets the Department of State's fees. They cover only the filing itself; fees for the registered agent, accountant and bank are not included and vary by provider (s. 605.0213):

Check the current schedule in the statute before paying.

What is the annual report deadline, and what happens if you are late?

The first report is due between January 1 and May 1 of the year after the one in which the articles took effect. The following reports use the same window every year (s. 605.0212(3)). The report states the name, addresses, date of organization, the EIN (or whether one was requested) and the name and address of at least one person with management authority.

Whoever does not file the report cannot bring or defend actions in Florida courts until it is brought into compliance and the fees and penalties are paid, and is subject to dissolution (s. 605.0212(6)).

What is specific to Florida compared with Delaware and Wyoming?

The most discussed feature is the protection of the member against personal creditors. As a rule, the charging order is the only remedy of a judgment creditor against the member's interest in the LLC (s. 605.0503(3)). For a single-member LLC there is an exception: if the creditor shows the court that the charging order distributions will not satisfy the debt within a reasonable time, the judge may order the interest sold at a foreclosure sale (s. 605.0503(4)). The purchaser gets the entire interest and becomes a member (s. 605.0503(5)).

In practical terms, a single-member Florida LLC protects the member against personal creditors less than an LLC with more than one member. This is not a conclusion about Delaware or Wyoming, whose laws were not analyzed here. The full comparison is in the guides linked at the beginning.

The second feature is the mandatory local registered agent, already covered above. The state's deadlines and fees are in the previous sections.

How does the IRS see a Brazilian's LLC?

An entity with a single member can be classified for U.S. federal purposes as a corporation (association) or disregarded as separate from its owner, known as a disregarded entity (DE). Whoever wants to choose the classification uses Form 8832.

When the LLC is a DE wholly owned by a foreign person, it falls under the Form 5472 rule. According to the IRS instructions:

• •the "foreign-owned U.S. DE" is treated as a separate entity, classified as a corporation, for the limited purposes of section 6038A;
• •it must file a pro forma Form 1120 with Form 5472 attached, by the deadline (including extensions) for that form;
• •the penalty for failing to file is US$ 25,000, and an additional US$ 25,000 penalty may apply for each 30-day period (or fraction) if the failure continues for more than 90 days after IRS notification.

As a rule, the obligation arises when there is a reportable transaction with a related party, foreign or domestic, such as the sales and rentals listed on the form. Ask a U.S. accountant to confirm your case, and keep the required records.

How does Brazil treat a Brazilian member of a Florida LLC?

If the Brazilian member is a resident individual and controls the LLC, it is a "controlled entity abroad" under Law No. 14,754/2023 (Lei 14.754/2023) (art. 5, § 1). The profits of these controlled entities are taxed on December 31 at 15%, without waiting for a distribution, when the controlled entity is in a favored-taxation country or has a privileged tax regime (arts. 2, § 1, 5, § 5, I, and § 10, III).

Art. 2, VII, of Normative Instruction RFB No. 1,037/2010 (IN RFB 1.037/2010) defines as a privileged tax regime, for the US, "state Limited Liability Companies (LLC), whose ownership consists of non-residents, not subject to federal income tax". The US as a country is not listed in art. 1, and Florida, Delaware and Wyoming do not appear in the text (checked on October 3, 2026).

Cosit Ruling No. 56/2026 (Solução de Consulta Cosit nº 56/2026), published on April 15, 2026, has this summary: LLCs whose ownership consists of non-residents in the US and that are treated as transparent under U.S. tax law are a privileged tax regime under art. 2, VII, of IN RFB 1,037. In practice, a transparent Florida LLC with a Brazilian member tends to fall under December 31 taxation.

There are two more Brazilian obligations:

• •Transparency regime (art. 8): an alternative to taxing the controlled entity's profit, which lets you declare the LLC's assets and rights as if they were your own. It is irrevocable and irreversible as long as you hold the entity (art. 8, § 1, II).
• •CBE (Brazilian Capital Abroad report): an equity interest in a non-resident company goes into the Central Bank of Brazil declaration when assets abroad total US$ 1 million or more on December 31 (BCB Resolution 279/2022, arts. 7, I, and 10).

The case of an LLC that elects to be taxed as a corporation in the US changes the analysis of item VII and requires a specific opinion. There is no ready answer in this text. See also the guide to a holding company abroad for investments.

How do you open a Florida LLC step by step?

1. •Confirm that Florida is the right choice. Compare the creditor rule of s. 605.0503 and the annual report with the alternatives in best jurisdictions for tax planning.
2. •Choose a name and an agent. The name must follow s. 605.0112; the agent must have a Florida address.
3. •File the articles of organization with the Department of State and pay the official fee.
4. •Draft the operating agreement with the rules among members, within the limits of s. 605.0105.
5. •Obtain the EIN and open the account, according to the offshore banking requirements.
6. •Build the calendar: annual report in Florida (January 1 to May 1), Form 5472 in the US, and the annual income tax return (DAA) and CBE in Brazil, with support from compliance.

Formation and tax design are covered under corporate structures and tax planning. For asset protection, see asset segregation with an LLC, trust and holding company.