LLC Formation USA
Why Open an LLC in the United States?
Forming a Limited Liability Company (LLC) in the United States offers European entrepreneurs and foreign investors a flexible, efficient, and cost-effective way to enter the U.S. market. An LLC combines the limited liability protection of a corporation with the favorable and simpler tax treatment of a partnership, making it one of the most popular business structures for international clients.
SELECT STATE
What is the Best State to Form an LLC for Foreign Investors?
The first step when forming an LLC in the U.S. is deciding where to register your company. In most cases, the best choice is the state where your business will operate, serve customers, and generate revenue.
However, many entrepreneurs and foreign investors also consider business-friendly states like Delaware, Wyoming, or Nevada because of their favorable tax structures, strong asset protection, greater privacy, and streamlined LLC registration requirements.
That said, Florida has become one of the top choices for European business owners and foreign investors. With no personal state income tax, a thriving international business environment in Miami, and a fast, cost-effective LLC formation process, Florida offers a strategic advantage for companies looking to enter the U.S. market efficiently and effectively.
Choosing the right state depends on your business model, target market, and expansion plans - and working with an experienced U.S. business formation attorney ensures your LLC is properly structured, fully compliant, and ready for long-term success.
PREPARE ARTICLES
PREPARE ARTICLES OF ORGANIZATION
The next step in forming an LLC in Florida is preparing and filing the Articles of Organization. In Florida, these articles become effective on the date they are filed with the Division of Corporations (DOC) under the Florida Department of State, unless a different effective date is specified in the filing. At a minimum your articles must contain:
LLC Name
The actual and postal address of its head office
Mailing address and written consent of the original registered agent
protect your interests
When forming a company in the U.S., we strongly recommend consulting with an experienced business formation attorney to determine whether your Articles of Organization should include additional provisions. For example, you may need to specify whether the LLC will be member-managed or manager-managed, or outline limitations on the authority of certain members or authorized representatives. Properly structuring these details during U.S. company formation helps protect your interests and ensures your business operates smoothly from the start.
important
Attorneys often recommend that anyone forming an LLC in the U.S. create a comprehensive Operating Agreement to avoid disputes between members and clearly define ownership, management rights, and profit distribution. This agreement is especially valuable for foreign investors and entrepreneurs starting a business in the United States, as it ensures greater control and flexibility over how the company is managed.
Without an Operating Agreement, the Revised Limited Liability Company Act (RLLCA) default rules will automatically apply to your LLC, which may not align with your business goals or preferred management structure.
advantages
Other LLC benefits
Susanne Leone
Co-founder of the firm, Licensed Attorney
Education
- University of Augsburg, Germany;
- University of St. Thomas School of Law - Miami, USA.
Main specialization
Corporate Services
Languages
- English
- German
- French
Contacts
MEETING OF MEMBERS
FIRST MEETING OF MEMBERS
Once the Articles of Organization have been filed with the DOC, the LLC may choose to hold its first organizational meeting. While this step is not required by law, it is considered a best practiceas it allows members to address important matters, such as:
AGREEMENT
OPERATING AGREEMENT
An Operating Agreement is an optional but highly recommended document for your LLC. An LLC Operating Agreement can outline essential details, such as:
FILE ARTICLES
FILE ARTICLES
OF ORGANIZATION
OF ORGANIZATION
The DOC offers several options for filing and registering LLCs:
Step 1 - Choose the Right State for Your LLC
Choose the best state for your U.S. LLC based on taxes, customers, and business goals.
Step 2 - Work with a Business Formation Attorney
Work with an experienced business attorney to handle filings and legal compliance.
Step 3 - Complete Post-Formation Setup
Set up your EIN, bank account, and post-formation requirements for a smooth start.
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Next Steps After Forming Your LLC
How to Form an LLC in the U.S. — Step-by-Step Guide
Forming an LLC in the U.S. involves key steps - from registration to post-formation tasks and ongoing maintenance. The below guide explains the process of forming an LLC in the U.S. using a Florida LLC as an example.
For tailored advice and to ensure full legal compliance, we recommend consulting with our experienced attorneys before moving forward.
Our services
Our comprehensive services go beyond the initial formation
Forming a LLC is a key milestone for your business - but it’s only the start.
We continue to support your entrepreneurial journey every step of the way.
From legal structuring to business expansion - we are your partner for every phase of your success.
Limited liability for LLC members for LLC debts
No minimum start-up capital requirement
Pass-through taxation - avoiding double taxation
Flexibility in the distribution of profits and losses
After Registration
Managing Your LLC After Registration
ANNUAL REPORT
An LLC must file an annual report each year. In Florida, the annual report is due no later than May 1 of each year, and the filing fee for LLCs to file a DOC report is currently $138.75. In some other U.S. states, such as Wyoming, the annual report due date varies for each entity. The due date for the annual report is the first day of the anniversary month of the LLC's formation. The annual report updates publicly available state records with the LLC's address, the names and addresses of its members/managers and current registered agent. If the LLC fails to file its annual report by the due date, the DOC will apply a late payment penalty (in Florida, it is $400). If the Florida annual report is not filed by the third Friday in September, the LLC will be administratively dissolved or liquidated by the DOC at the close of business on the fourth Friday in September. If the LLC has been administratively dissolved or liquidated by the DOC, however, the LLC can be reinstated. The LLC must file an application for reinstatement and pay the reinstatement fee and annual report fees due at the time of filing.
REGISTERED AGENT
An LLC must have a registered agent. A registered agent is a person or entity that was designated at the time of LLC formation to accept business and official mail, such as letters from federal or local government agencies. Registered agents charge the LLC an annual fee for their services. You may change your registered agent at any time by completing the appropriate paperwork in the DOC.
TAXES AND LICENSES
An LLC must continue to file federal and local tax returns, if applicable. The LLC must also ensure that its business licenses are renewed annually, if applicable.
REGISTRATION OF "FOREIGN" LEGAL ENTITIES
If an LLC does business in states other than its state of incorporation, the LLC may need to register as a foreign entity in those states. Each state has different requirements as to what constitutes "doing business" and, therefore, whether registration with the state secretary of state is required. Many states do not allow retroactive registration of a foreign company in the state, or charge penalties for late filing. Thus, it is important to analyze applicable state laws before doing business in a new state and, if necessary, register the LLC with the appropriate taxing authorities and the state secretary of state.
WHAT INFORMATION
IS NECESSARY BEFORE YOU CAN FORM THE LLC?
IS NECESSARY BEFORE YOU CAN FORM THE LLC?
To register an LLC in the U.S., you must prepare key information about your future company in advance in order to prepare all organizational documents. For example, when forming a Florida LLC, you will need:
VERIFICATION AND APPROVAL
Once the Articles of Organization are approved, the DOC issues a confirmation letter to the company owner and the LLC registration details become publicly available. This document includes the LLC’s official name, its assigned identification number, and the date of incorporation.
REFUSAL OF REGISTRATION
If the DOC refuses to register an LLC, the applicant will receive a formal letter explaining the specific reason for the rejection. The business owner then has the right to either correct the errors in the submitted documents and resubmit the paperwork for review, or decline to make corrections and instead request a refund of the filing fee.
CONSULTATION
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