LIMITED LIABILITY COMPANIES OF NEW YORK and WASHINGTON (“LLC”)
A minimum of one member, who may be a natural or juridical person, is required. This figure is equivalent or similar to the shareholder of a corporation. If the member of an LLC is a natural person, succession tax would be generated at the time of his/her death, based on the net worth of his assets. To avoid such tax, usually the member of an LLC is a foreign corporation. (For more details about Tax implications, see the information on “Fiscal Treatment”).
A minimum of one manager is required. Members of an LLC may be also its managers. Managers are elected by the members of the LLC and may hold one or more offices.
Capital and Membership Certificates
There is no special requirement regarding the amount of capital of an LLC being expressed in U.S. dollars. This amount does not need to be recorded in the Public Registry nor in the Operating Agreement which the members of the LLC execute. Usually, it is included in the Organizational Written Consent adopted by the members of the corporation. LLCs do not issue shares. Each member of the corporation receives a Membership Certificate (similar to a share certificate) stating that he/she is a member of the LLC. The contribution and participation of each member does not need to be publicly registered, it will only be recorded in the Charter of Incorporation and the Operating Agreement, respectively.
The State of Florida keeps a Company Registry. In addition to the Articles of Organization that are filed for the purpose of forming the LLC, it is necessary to file an annual report including the name of the officers/managers. However, it is not necessary to register information concerning the identity of the Members of the LLC.
All the corporate documents and the registries concerning the LLC are kept by its owners.
Each LLC must maintain a Registered Agent in Florida with a local address.
LLCs with only one member have another fiscal treatment in the United States, other than the one applicable to corporations. Those LLCs are treated as a non-corporate entity which does not pay taxes at a corporate level as it occurs with normal corporations. If the only member of an LLC of Florida is neither a citizen nor a resident of the United States of America, there are no tax implications in said country at the federal level nor at the state level, as long as all the business generated by the LLC is conducted outside the United States and the LLC does not own assets in that country. If the LLC has more than one member, the tax implications of each particular case must be analyzed.
All the companies registered in the State must pay US $50 each year when filing the mandatory annual report that contains the name of the officers/managers.
In case the LLC does not have to pay taxes in the United States of America (see “Fiscal Treatment” Section), there will be no need to present an income tax return or any accounting or financial information to the authorities of said country.
Incorporation Costs and Fixed Annual Costs
The cost of incorporation includes: a certified copy of the Articles of Organization, the standard Operating Agreement, standard subscribed by the members, the Members′ Incorporating Resolution, Membership Register, Incorporating Folder, Membership Certificates, seal and the first year of Resident Agent service. An annual maintenance fee includes Registered Agent service and the filing of the annual report.