Good to know
Good to Know
- There is no requirement to have a local Floridian co-owner or sponsor — this is a genuine difference from many other countries, and a big reason Miami is popular with foreign-owned nomad businesses.
- The registered-agent requirement is unavoidable and often the one paid local service a foreign founder actually needs — budget for an annual fee if you don't have a trusted Florida-based individual to do it for free.
- Getting an EIN without a U.S. Social Security Number is slower (fax/mail/phone only, not the instant online tool) — plan for this bottleneck before you need a U.S. business bank account.
- Forming the company does not by itself give you a right to work or live in the U.S. — that's a separate visa process, so don't confuse 'incorporated' with 'authorized to work in Miami.'
- On top of the state-level Sunbiz filing, check whether Miami-Dade County or the City of Miami requires a local business tax receipt for your specific activity and location.
- Florida has no state personal income tax, but that does NOT mean a business pays no tax at all — federal corporate tax (for C-corps) or federal personal tax on pass-through income (for LLC/sole-proprietor income) still applies, plus Florida's 5.5% corporate rate if you're a C-corp.
- If you form a single-member LLC as a foreign owner, expect a mandatory annual Form 5472 + pro forma Form 1120 filing to the IRS even if the LLC has zero revenue and owes zero tax — missing this carries a $25,000 minimum penalty, so budget for a US accountant even in a 'quiet' first year.
- Combined sales tax in Miami-Dade is 7% (6% state + 1% county surtax) — remember this can apply to certain services, not just physical goods, which surprises a lot of first-time founders.
- Getting your Local Business Tax Receipt in the City of Miami is a two-step process: you need a Certificate of Use (zoning approval) before the city will issue the tax receipt itself, and you may need both a City of Miami and a separate Miami-Dade County receipt depending on where your office sits.
- A multi-member LLC taxed as a partnership generally avoids the Form 5472 filing trap that single-member foreign-owned LLCs face — worth discussing with a US CPA when deciding how many members/owners to structure the entity with.
Business Tax And Structure Options
Sales And Use Tax
- State Rate Percent
- 6
- Combined Effective Rate Percent
- 7
- Miami Dade County Surtax Percent
- 1
- Registration
- Register with the Florida Department of Revenue for a sales tax certificate/number before making taxable sales.
- Who It Affects
- Businesses selling tangible goods, and certain taxed services (e.g., commercial real property rentals, non-residential cleaning, pest control, commercial parking, and electronically delivered software/digital products) must register to collect and remit this.
Federal Corporate Tax
- Rate Structure
- Flat federal corporate income tax rate (does not scale with income brackets, unlike the personal federal income tax)
- Applies To
- C-corporations (and any LLC that elects C-corp tax treatment)
- Filing Form
- Form 1120, U.S. Corporation Income Tax Return
- Notes
- Pass-through entities (default single-member LLCs, multi-member LLCs taxed as partnerships, and S-corps) do not pay this entity-level tax; profit is reported on the owner(s)' return(s) instead.
Local Business Tax Receipt
- ID Number Requirement
- State law requires a federal EIN or Social Security number be on file before the county will issue the receipt, and corporate/fictitious-name applicants must show current Florida Division of Corporations documentation (Certificate of Status or fictitious-name registration).
- Dual Layer
- A business located within a municipality is required to obtain both a city receipt and a County receipt.
- Requirement
- Miami-Dade County requires a local business tax receipt for each place of business and for each separate local business tax classification at the same location, and a municipality (e.g., City of Miami, Coral Gables) may require its own receipt on top of the county one.
- Renewal Cycle
- Local business tax receipts are valid for one year, running October 1 to September 30, and must be renewed before expiring to avoid penalties.
- City Of Miami Extra Step
- In the City of Miami, a valid Certificate of Use from the Planning and Zoning Department (confirming the location is zoned for that type of business) must be obtained before you can apply for the Business Tax Receipt itself.
- Applies Equally To Foreigners
- This receipt/permit layer applies the same way to a foreign-owned entity as to a US-owned one — there is no separate foreign-owner category at the local licensing level; the entity just needs a valid EIN and, if incorporated, active Florida corporate registration.
Florida State Corporate Tax
- Rate
- $5.50
- Detail
- Florida charges 5.5% corporate income/franchise tax on C-corps operating in the state, using federal taxable income as the starting calculation point.
- Status
- Fully legal and regulated
- Who Pays
- Only C-corporations and any LLC that has elected to be taxed as a corporation owe this; standard pass-through LLCs, partnerships and sole proprietors do not.
- Filing Form
- Florida Form F-1120, filed with the Florida Department of Revenue
- Single Member LLC Note
- A disregarded single-member LLC generally does not file a separate Florida corporate return; a corporation that itself owns a single-member LLC must still file Florida's corporate return covering that LLC's income.
- No Personal Income Tax Context
- Florida levies no state-level personal income tax, so profit that passes through an LLC/partnership/sole proprietorship to an individual owner is not taxed again at the Florida state level (only federally) — this is a business-tax-structure point, separate from personal tax-residency rules covered elsewhere.
Entity Structure Comparison For Foreigners
LLC Or Corporation
- Liability
- Provides a liability shield — creditors and litigants generally can only pursue the entity's assets, not the owner's personal assets, absent fraud or improper commingling.
- Legal Structure
- A separate legal entity registered with the Florida Division of Corporations, distinct from its owner(s).
- US Tax Reporting
- Default single-member LLC = 'disregarded entity' (no separate federal income tax return, but Form 5472 + pro forma 1120 required if foreign-owned); multi-member LLC = partnership return (Form 1065) unless it elects corporate treatment; C-corp = full Form 1120 plus Florida Form F-1120 and the 5.5% state corporate tax.
- Why Foreigners Typically Choose This
- Because a foreign individual generally cannot lawfully be a self-employed sole proprietor operating inside the US without work authorization, most non-resident founders instead form a Florida LLC or corporation to hold and run the business, and structure their own compensation/role in a way consistent with whatever visa status they hold — again, the visa/work-authorization mechanics sit in the Visa & Legal category, not here.
Sole Proprietor Or Freelancer
- Liability
- Unlimited personal liability; no liability shield between business debts/lawsuits and the owner's personal assets.
- Legal Structure
- No separate legal entity — the individual and the business are the same person in the eyes of the law and the IRS.
- US Tax Reporting
- Business income/expenses are reported directly on the individual's own US tax return (Schedule C on Form 1040, or Form 1040-NR for a nonresident alien with US-source business income) rather than on a separate corporate filing.
- Practical Note For Foreigners
- Operating purely as an individual freelancer inside the US carries significant work-authorization complications for a non-citizen — that immigration-side question is covered separately under this city's Visa & Legal category, not repeated here.
Foreign Owner Federal Reporting Obligations
- Penalty
- The base penalty for failing to file, filing incompletely, or not keeping required records is $25,000, with additional $25,000 penalties for each 30-day period of continued non-filing after an IRS notice, and no maximum cap.
- Trigger
- A single capital contribution from the foreign owner is enough to trigger the full Form 5472 filing obligation — it is not limited to LLCs with revenue or bank activity.
- Applies To
- Any foreign person or foreign entity owning 100% of a single-member US LLC (treated as a 'disregarded entity'), or owning 25%+ (direct or indirect) of a US corporation
- Core Requirement
- A foreign-owned single-member LLC classified as a US disregarded entity must file Form 5472 attached to a pro forma Form 1120, even though the LLC itself owes no corporate income tax and the filing is informational, not a tax return.
- Filing Mechanics
- This filing cannot be e-filed — it must be mailed or faxed to a dedicated IRS address, with 'Foreign-owned US DE' written across the top of both Form 1120 and any Form 7004 extension request.
- Multi Member Exception
- A foreign-owned multi-member LLC taxed as a partnership (the default for 2+ member LLCs that haven't elected corporate tax treatment) is not required to file Form 5472/pro forma 1120 — that requirement is specific to single-member disregarded entities and corporations.
Incorporation Process And Requirements
- Jurisdiction
- Miami businesses are incorporated at the Florida state level, not the city level — via the Florida Division of Corporations (Sunbiz), the state's official business registry.
- Official Registry Link
- https://dos.fl.gov/sunbiz/
- Local Partner Or Sponsor Mandate
- None. Florida law imposes no requirement for a local (U.S. citizen or resident) partner, sponsor, or shareholder — a foreign national can own 100% of a Florida LLC or corporation solo. The only mandatory local element is a Florida-based registered agent (an individual or licensed company with a physical Florida street address who accepts legal/service-of-process mail on the entity's behalf) — this can be a paid third-party service and does not need to be an owner or have any equity stake.
- No Citizenship Or Visa Requirement To Form
- Forming and owning a Florida LLC/corporation itself does not require U.S. citizenship, a green card, or any particular visa status — a non-resident foreigner can be listed as owner/manager. However, incorporation alone does not grant the right to live or actively work in the U.S.; a founder who wants to reside in Miami and personally run day-to-day operations still needs an appropriate visa (e.g., E-2 treaty investor, L-1, or similar) — that is a separate immigration matter from the corporate filing itself.
Typical Costs
- Annual Report Fee
- $139
- LLC State Filing Fee
- $125
- Annual Report Late Fee
- $400
- Certified Copy Optional
- $30
- Notes
- The mandatory state filing fee is a fixed $125 (a $100 Articles of Organization fee plus $25 registered-agent designation fee), the same for domestic and foreign owners alike. Using a paid formation/registered-agent service, attorney, or accountant on top of the bare state fees commonly pushes total year-one setup cost to roughly $200–$500.
Registered Agent Service Annual
- Currency Local
- USD
- Amount USD Range
- 25 to 300
- Amount Local Range
- 25 to 300
Typical Timeline
- In Person
- Walk-in filing at the Tallahassee office can be processed the same day.
- Mail Filing
- Mail filings take longer — commonly one to several weeks depending on Division of Corporations backlog.
- Online Filing
- Sunbiz online Articles of Organization filings are typically processed within about 2 to 5 business days; Florida offers no paid expedited-processing option.
- EIN For Foreigners
- EIN issuance for applicants without an SSN via fax/mail typically takes an extra several days to a few weeks longer than the instant online process available to SSN holders.
- Overall Realistic Estimate
- A foreigner with all documents ready and a registered agent already lined up can realistically have a Florida LLC legally formed within about a week, though opening a U.S. business bank account and getting the EIN sorted can add extra time and is often the slowest step for non-residents.
Common Entity Types
- LLC (Limited Liability Company) — most common choice for solo/small nomad-run businesses, pass-through taxation by default
- C-Corporation — used if raising U.S. venture capital or issuing stock
- Foreign LLC/Corporation registration — only relevant if the company already exists in another U.S. state or country and is registering to transact business in Florida
Steps To Incorporate An LLC
- 1. Choose and verify a unique business name via the Sunbiz name-availability search tool.
- 2. Appoint a Florida registered agent with a physical (non-PO box) Florida street address who consents in writing to the role.
- 3. File Articles of Organization online through Sunbiz (or by mail), listing the LLC name, principal address, registered agent, and whether it is member-managed or manager-managed.
- 4. Pay the state filing fee.
- 5. Apply for a federal EIN (Employer Identification Number) from the IRS — required to open a U.S. business bank account and file taxes. Foreign owners without a U.S. Social Security Number can still get an EIN, but must apply by fax, mail, or phone rather than the instant online IRS tool.
- 6. Optionally draft an Operating Agreement (not filed with the state, but recommended for banking and liability-protection purposes).
- 7. Register for any required city/county local business tax receipt (Miami-Dade County and City of Miami both require a local business tax receipt for entities operating from a physical location) and industry-specific state licenses if applicable.
Documents Information Needed
- Proposed company name (must include 'LLC' or 'Limited Liability Company')
- Principal business address (mailing and street address)
- Registered agent name and Florida street address, with signed acceptance
- Names and addresses of managers/members (foreign nationals can be listed without needing U.S. residency or a U.S. address)
- Payment method for state fees
AI-generated estimateData refreshed July 2026
Sources cited for this category
These are the sources cited in this business permits & incorporation for foreigners research for this city. Individual figures may not each trace to one of them.
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Data last updated July 2026 · Verify anything important.