Business Law
Florida LLC Formation for Brazilians
LLC (Limited Liability Company) is the most-used structure by Brazilians in the US: asset protection, simplified taxation, 1–3 business days to form. For non-residents, S-Corp is NOT available — only LLC and C-Corp work.
Why LLC and not Corporation?
| Item | LLC | C-Corp | S-Corp |
|---|---|---|---|
| Asset protection | Solid | Solid | Solid |
| Double taxation | No (pass-through) | Yes (dividends) | No |
| Formation | 1–3 days | 1–5 days | Requires S election |
| Annual admin | Minimal | Minutes, meetings | Moderate |
| Best for | Most businesses | VC/IPO | US-citizen professionals |
| Foreign owner | ✅ Yes | ✅ Yes | ❌ No |
For Brazilians: LLC is almost always the right choice. S-Corp does not admit foreign shareholders — common trap for those copying generic US advice.
What we do when forming your LLC
- 1Name search — Sunbiz availability + USPTO trademark-conflict check
- 2Articles of Organization — Florida DOS filing (1–3 business days, or 1 day expedited)
- 3EIN — Employer Identification Number via IRS Form SS-4 (required for bank and hiring)
- 4Operating Agreement — defines rules, quotas, distributions, member exit rights
- 5Registered Agent — annually required; we provide or recommend
- 6Bank account — we guide opening (Chase, Bank of America, Mercury, Relay for foreigners)
- 7BOI Report (FinCEN) — since 2024, every LLC must file Beneficial Ownership Information with FinCEN
Florida LLC formation costs
| Item | Cost |
|---|---|
| Florida DOS filing fee | $125 |
| Expedited (1 business day) | + $30 |
| Registered Agent (1 year) | $50–150 |
| Annual Report (from year 2) | $138.75/yr |
| EIN (IRS) | Free |
| Pinho Law fees (simple LLC) | From $1,500 |
| Multi-member / complex Operating | $3,500–6,000 |
Operating Agreement — the document most skip
The Operating Agreement isn't mandatory under Florida law, but it's essential. Without it: in case of member exit, Florida LLC Act default rules apply (may force dissolution); bank may refuse to open an account; member conflicts have no contractual resolution; real-estate closings may demand it. We draft 15–40-page Operating Agreements covering capital contributions, distributions, voting rights, manager vs member-managed, buy-sell provisions, dissolution, transfer restrictions.
Frequently asked questions
Can a Brazilian own an LLC without living in the US?
Yes, no restriction. Non-residents can be LLC members. You need only an ITIN or foreign passport for the EIN.
Does LLC protect my personal assets?
Yes, if kept separate. Protection can be "pierced" (piercing the corporate veil) if you mix personal and business accounts, lack an Operating Agreement, or use the LLC for fraud.
Do I need a BOI Report? What is it?
Yes. Since January 1, 2024, every LLC/Corporation must file a Beneficial Ownership Information Report with FinCEN. LLCs created in 2025+ have 90 days. We handle the filing.
Can I have an LLC here and a Brazilian company at the same time?
Yes. Many clients run CNPJ in Brazil and LLC in the US in parallel or integrated. We structure cross-border setup with tax partners.
How long until a US bank account?
LLC opens in 1–3 days. EIN takes 4–6 weeks without SSN. Bank account: another 1–2 weeks after EIN. Total: 6–10 weeks from start to operating.
Do I need to come to the US to open?
No. 100% remote process, including bank opening via online banks (Mercury, Relay) that accept non-residents without US travel.
Ready to Take the Next Step?
Schedule a consultation today. We will listen, assess your situation, and give you a clear path forward — in the language you are most comfortable with.