Decisions to make before filing
Single-member vs multi-member
Single-member LLC (SMLLC): one owner (you, or you + spouse as TBE). US side = disregarded entity by default. CA side = corporation (CRA mismatch problem). Multi-member LLC (MMLLC): 2+ owners (you + spouse as two distinct members, or family). US side = partnership by default. CA side = corporation (cleaner alignment with treatment election).
Tax treatment election (Form 8832)
An LLC can elect to be treated as:
Disregarded entity (SMLLC default). Partnership (MMLLC default). C-corporation (election via Form 8832). S-corporation (US residents/citizens only : not applicable to Canadians).
For most Canadians, MMLLC + corporation treatment (Form 8832 + 1120 US) is the least tax-risky path, but compliance-costly.
Step 1: name choice
Must contain "LLC," "L.L.C.," "Limited Liability Company," or variants. Verify availability on sunbiz.org (Florida Department of State Division of Corporations). Avoid names that confuse with existing entities. Not required to reserve name : formation creates reservation automatically.
Naming convention
Many investors use address or generic identifier for anonymity: 123 Main Street LLC, Sunrise Properties LLC. Avoid including your personal name if anonymity is the goal.
Step 2: Florida registered agent
Florida requires a registered agent with FL physical address to receive legal notices. For a Canadian without FL address:
Registered agent service: $50-$300 USD/year (Northwest Registered Agent, Harvard Business Services, ZenBusiness, LegalZoom). FL attorney acting as registered agent (often included in formation fees if attorney forms the LLC). US-resident member: if an LLC member is FL resident, can be registered agent.
Registered agent receives service of process (lawsuit notices) and tax notifications. Choosing a reliable service is essential.
Step 3: Articles of Organization
Legal document creating the LLC. Filed with Florida Department of State via sunbiz.org.
Required content
LLC name. Principal address (can be registered agent's address). Registered agent name and address. Registered agent signature accepting designation. Authorized managers' or members' names and addresses. Effective date (immediate or deferred up to 90 days).
Fees and time
Filing fee: $125 USD ($100 filing + $25 registered agent designation). Online filing: approval 2-5 business days. Express filing: $52 supplement for 24-hour processing.
Step 4: IRS EIN
The Employer Identification Number (EIN) is the US tax equivalent of the Canadian business number. Required to:
Open a bank account under the LLC name. File US tax returns. Buy or hold property under the LLC name.
Process for Canadians without SSN
Form SS-4 paper-filed (not online, which requires SSN). Submission to IRS by fax or mail. Time: 4-6 weeks by fax, 6-8 weeks by mail. Free. No third-party service should charge for obtaining.
Tip: a cross-border tax specialist can accelerate by calling IRS on client's behalf (special number for foreign entities). Possible time: 1-2 days.
Step 5: Operating Agreement
Internal LLC document governing relations between members and managers. Not required by Florida Statutes but highly recommended, without operating agreement, the LLC is governed by Chapter 605 default rules, not always optimal.
Standard content
Members and their participation percentages (membership interests). Initial capital contributions. Profit and loss distribution. Manager powers. Interest transfer procedures. Dissolution. Non-compete (if relevant).
FL attorney drafting cost: $500-$1,500 USD. Free online templates exist, but avoid for cross-border structures.
Step 6: FinCEN BOI report
Since January 1, 2024, the Corporate Transparency Act requires every US LLC to declare its beneficial owners (≥ 25 % of interests, or substantial control) to FinCEN (Financial Crimes Enforcement Network).
Filing window
New LLC formed 2024+: 30 days after formation. LLC existing pre-2024: had until January 1, 2025. Update: 30 days after any ownership or identifier change.
Required information
Each beneficial owner's full name. Date of birth. Residential address. ID number and photo (passport).
Online filing via boiefiling.fincen.gov. Free. Severe penalties for non-compliance ($10,000 USD and more).
Watch out
BOI was under federal litigation in 2024-2025. Verify exact status of obligation at time of your formation. As of April 2026, the rule is in force for most LLCs.
Annual maintenance and compliance
Florida Annual Report: file each year before May 1. Fee $138.75 (standard LLC). Late penalty $400. Online filing via sunbiz.org. Separate accounting: bank account under LLC name, no commingling with personal finances (otherwise piercing the corporate veil risk). Annual US tax return: per tax treatment (1040-NR if disregarded, 1065 partnership, or 1120-F corporation). FinCEN BOI updates within 30 days of any change. Florida Sales Tax if LLC does short-term rentals (Tourist Development Tax + 6 % sales tax). CA T1135 reporting for Canadian member if interests > C$100,000.
Transferring an already-purchased property to LLC
If you bought in personal name and want to transfer to an LLC formed later:
Prepare a new deed (Quit Claim Deed) from personal owner to LLC. Doc stamps tax: $0.70 per $100 of consideration. If transfer without consideration (gift or capital contribution), often just minimum ($0.70). But if LLC assumes a mortgage, doc stamps applicable on mortgage balance. Mortgage due-on-sale clause: most mortgages contain a clause allowing lender to demand repayment on transfer. Garn-St. Germain Act 1982 exempts some intra-family transfers but not all LLC transfers. Verify with lender before transfer. Title insurance: issue endorsement or new policy for LLC. HOA / condo notification. Insurance policy to update.
Typical transfer cost: $500-$1,500 USD (attorney + doc stamps + recording).
Every figure, rate, threshold, and deadline in this guide is drawn from a verifiable primary source listed at the bottom of the page. The article is updated whenever the underlying rules change, with a fresh review date stamped at the top.
| Level | How it sees a Florida LLC |
|---|---|
| IRS | Flow-through by default (disregarded or partnership); income lands on the owner returns |
| CRA | A corporation: the hybrid mismatch, foreign-affiliate reporting, possible double tax without careful planning |
| Florida (Sunbiz/DOR) | A registered entity with annual-report duties; no state income tax layer |
A worked example
Two Toronto partners buy a 450,000 USD rental duplex (about 626,850 CAD at 1.3930). Their accountant models direct co-ownership against an LLC: the LLC route adds Canadian corporate treatment of distributions, T1134-family filings and no FIRPTA escape, for a liability benefit an umbrella policy could buy cheaper. They choose direct ownership plus insurance, and write the decision memo into the file. Same building, two structures, one informed choice.
Common mistakes
Copying a US-citizen structure into a Canadian life. Believing the LLC saves tax by existence. Forgetting the CRA corporate treatment until the first distribution. Skipping T1134/T1135 analysis. Expecting FIRPTA to vanish behind the entity (our selling-via-LLC myth page details it). And forming on Sunbiz before the cross-border professionals have signed the WHY. This page is general information, not tax or legal advice.
Decision checklist
- Written purpose for the entity (liability? estate? partners?).
- Cross-border accountant models BOTH structures in both currencies.
- T1134/T1135 exposure mapped before formation.
- FIRPTA-at-resale impact confirmed unchanged.
- Sunbiz fees and annual-report calendar read on the portal of the day.
- Insurance alternative priced honestly.
FAQ
Does an LLC protect my other assets?
Properly maintained, it can ring-fence the property liabilities; poorly maintained, courts can pierce it. The protection question is exactly what the attorney sign-off is for.
References
Sources and references
Official pages consulted for this guide; confirm the current versions at the source.
- Florida Division of Corporations (Sunbiz) : Formation and annual-report portal; fees read on filing day. Listed June 11, 2026.
- CRA, Form T776 : The Canadian reporting side of any rental held in or out of an LLC. Consulted June 11, 2026.
- Bank of Canada, Daily exchange rates : Official CAD/USD rate. Consulted June 11, 2026.
- Florida Statutes Chapter 605 : Florida Revised Limited Liability Company Act. flsenate.gov
- Florida Division of Corporations (sunbiz.org). efile.sunbiz.org
- IRS Form SS-4 : Application for EIN. irs.gov/form-ss-4
- IRS Form 8832 : Entity Classification Election. irs.gov/form-8832
- FinCEN BOI E-Filing System. boiefiling.fincen.gov
- Corporate Transparency Act : 31 U.S.C. §5336.
- Garn-St. Germain Depository Institutions Act of 1982 : due-on-sale exemptions. 12 U.S.C. §1701j-3.
All sources were publicly accessible at the last review date. Figures and rules may change; verify the current version before any decision.
For larger wealth, cross-border trust offers succession advantages.