RIVEROS CORP NETWORK | Apostille de la Haya · Notary Public Center · Compliance Officers · USJurisdiction
RIVEROS CORP NETWORK | Apostille de la Haya · Notary Public Center · Compliance Officers · USJurisdiction
The go-to entity for entrepreneurs, online businesses and independent professionals from Spain and Latin America. We prepare and file your Articles of Organization in Florida and stay with you until the company is truly up and running. No need to travel to the United States.
An LLC (Limited Liability Company) is a US business entity that separates your personal assets from the company’s and lets its owners set out in writing, in a private document called an Operating Agreement, how the business is run.
That’s the practical difference from a corporation. A corporation comes with a structure set by law (shares, a board of directors, officers), while an LLC starts from a nearly blank page and its members write the rules, within the limits of Chapter 605 of the Florida Statutes.
In Florida, anyone can form one: §605.0201 refers to “one or more persons” acting as authorized representatives, with no nationality, residency or physical presence requirement.
You don’t need partners. A single-member LLC is fully valid in Florida and is the usual choice for freelancers and online businesses.
The company’s own assets are on the line, not yours. That’s the main reason to form a company instead of doing business in your own name.
You decide how decisions and profits are shared, and you put it in writing in the Operating Agreement.
If they sound familiar, it’s because we hear them every week.
Everyone swears by a different state, and no one explains what actually changes in your case.
Many people put their project on hold looking for a partner they don’t need, thinking an LLC requires two people.
It sounds like optional paperwork until the day a bank, an investor or a dispute between members asks for it.
It’s a box on the form that people check blindly, and it determines who can sign for the company.
The real fear: the company quietly falling apart over a deadline no one warned you about.
They’re two different legal paths, and choosing the wrong one means starting over.
It’s the private contract among the LLC’s members. It isn’t filed with the state, but it’s the document everyone turns to when there’s a dispute. §605.0105 defines exactly what it can cover.
Who contributes what, how profits are shared and what happens if someone wants out.
How far the manager’s authority goes and what the manager owes the other members.
What the company does and how day-to-day decisions are made.
What majority is needed to change it. Without this, every future change can stall.
§605.0105(3) sets limits that no private agreement can override. It pays to know them before you sign a template you found online:
Our role, and where it ends.
We prepare your Operating Agreement from a standard template, using the information you give us: members, contributions, ownership percentages and management structure. Before you sign, we walk you through each clause in English or Spanish.
What we don’t do is draft custom clauses or advise you on how to split ownership: that is the practice of law and belongs to a licensed Florida attorney.
You choose it when the LLC is formed (§605.0201), and it determines who can bind the company to third parties. You can change it later, but that requires a filing.
The members manage the company themselves. It’s the natural choice when there are only a few members and all of you work in the business: each member can act on behalf of the company.
You appoint one or more managers, who may or may not be members. It works well when some members invest capital but don’t run day-to-day operations.
How many members, with what percentages and which management structure. You come away with your decision made, and in writing.
We check that it meets the requirements of §605.0112 and doesn’t conflict with a name already registered in Florida.
It needs a physical address in Florida and must accept the appointment in writing. §605.0113(1)(b)2 allows the agent to be another entity domiciled in the state, so we can take on that role.
We prepare and file them: name, principal address, registered agent and, if applicable, the manager-managed statement.
We fill in the template with your information and explain each clause before you sign.
EIN from the IRS, bank account opening and an ITIN if it applies to you.
This is where most companies formed online on a do-it-yourself basis fall apart. The Annual Report is mandatory for every Florida LLC and for registered foreign LLCs, and it includes the name, address, FEIN and at least one person with management authority (§605.0212).
If it is not filed by 5 p.m. on the third Friday of September, the state administratively dissolves the company on the fourth Friday of September (§605.0714).
The good news: §605.0715 allows you to apply for reinstatement “at any time,” with no deadline. The application is signed by the registered agent and an authorized representative, which is one more reason to have a registered agent you can reach.
You may not need a new LLC. There are two paths, and they aren’t interchangeable.
An independent US entity with its own EIN and its own books. It’s the usual route when you want to do business and invoice from the United States.
Your foreign company gets authorized to do business in Florida. Without that certificate, §605.0904(1) bars it from maintaining lawsuits in Florida courts.
A fact that surprises many people: maintaining accounts with financial institutions does not, by itself, constitute “transacting business” in Florida (§605.0905(1)(c)). Having a bank account does not, on its own, require you to register the company in the state.
Everything above comes from Chapter 605 of the Florida Statutes. You can check it yourself.
Anyone can form an LLC in Florida as an authorized representative, with no nationality or residency requirement.
The Operating Agreement governs relations among members, the manager’s duties, the company’s activities and its own amendment.
The registered agent can be another entity domiciled in Florida that accepts the appointment in writing.
The Annual Report must list at least one person with management authority.
Reinstatement of a dissolved LLC can be requested at any time.
Maintaining bank accounts does not, by itself, constitute “transacting business” in the state.
An LLC (Limited Liability Company) is a US business entity that separates its members’ personal assets from the company’s and lets the members themselves set out in writing how the business is run, in a private document called an Operating Agreement.
Yes. §605.0201 of the Florida Statutes allows “one or more persons” to act as authorized representatives to form the company, with no citizenship, residency or physical presence requirement.
You can do it on your own. A single-member LLC is fully valid in Florida and is the most common form for online businesses and independent professionals.
Not to form it. Filing the Articles of Organization with the state does not require a Social Security number. The EIN from the IRS and, if it applies to you, the ITIN are later steps in getting the company operational.
It is the private agreement among the members, and it is not filed with the state. §605.0105 provides that it governs relations among the members, the manager’s duties, the company’s activities and its own amendment. Even if you are the only member, it is the document banks and investors ask for to understand who controls the company.
In a member-managed LLC, the members manage the company themselves and each one can act on its behalf. In a manager-managed LLC, one or more managers are appointed, who need not be members; it fits when there are members who contribute capital but don’t run operations. It is declared at formation (§605.0201).
A corporation comes with a structure set by law (shares, directors and officers, governed by its bylaws under §607.0206), while an LLC starts from an almost blank page that its members fill in. Which one suits you depends on your case: we give you the information and the decision is yours.
Yes, the Annual Report. It is mandatory for every Florida LLC and for registered foreign LLCs, and it includes the name, address, FEIN and at least one person with management authority (§605.0212).
If it is not filed by 5 p.m. on the third Friday of September, the state administratively dissolves the company on the fourth Friday of September (§605.0714). §605.0715 allows you to apply for reinstatement at any time, signed by the registered agent and an authorized representative.
They are two different paths. You can form a new LLC in Florida, which will be an independent US entity, or register your foreign company through a Certificate of Authority. Without that certificate, §605.0904(1) bars the foreign company from maintaining lawsuits in Florida courts.
Not by itself. §605.0905(1)(c) expressly provides that maintaining accounts with financial institutions does not constitute “transacting business” in the state. Operating is a different matter, and that does require a Certificate of Authority.
We explain in detail how each entity type works and what obligations it brings, so you can make an informed decision. What we don’t do is choose the entity type for you or draft custom documents: that is the practice of law and belongs to a licensed Florida attorney.
Tell us what you are setting up and where you are now. We explain your options in English or Spanish and tell you clearly what each one involves.
or call us at +1 (305) 647-3000 · Monday through Friday
175 SW 7th St, Suite 1905 · Miami, Florida 33130
C-Corp and S-Corp: a share-based structure with directors and bylaws.
Foundations, associations and religious ministries.
The entity for licensed professionals in Florida.
EIN, ITIN, registered agent, bank account and Annual Report.
