Expanding into the United States is a natural next step for many Canadian businesses, and Florida often tops the list of destinations. Before you begin operating, however, every Canadian business must take several crucial steps: obtaining necessary federal tax identification numbers, registering to do business in Florida, and ensuring compliance with both U.S. federal and Florida state regulations. While the process may seem complex, proper guidance makes it straightforward. Below is a clear breakdown of the essential steps Canadian companies must follow to establish their presence in Florida legally.

Step 1: Before You Even Choose A Business Structure; Do Your Due Diligence. 

Important Federal Requirements:

• Obtain an ITIN (Individual Taxpayer Identification Number) for Canadian owners who don’t have a Social Security Number
• Register with the IRS to obtain an EIN (Employer Identification Number)

Also, because the intersection between tax laws in the U.S. and Canada vary greatly, you should meet with an accountant or tax adviser who understand U.S.-Canada tax treaty implications, and who has helped other Canadian citizens or companies navigate U.S. and Canadian tax regulations. 

If physical presence in Florida is planned, you should also consider consulting with a U.S. immigration attorney experienced in EB-5, E-2, and L-1’s (the most commonly relied upon immigration visas used for foreigners investing in the U.S. economy).

Finally, should you choose to go the route of operating as a foreign business doing business in Florida (see below for an explanation of what this means), make sure you review and become familiar with the requirements for opening U.S. bank accounts as a foreign entity. 

Step 2: Choose Your Business Structure

First, you would need to either register in Florida as a foreign entity doing business in Florida, or, you would need to form an entirely new entity; usually a limited liability company (“LLC”). Note, for tax reasons (not state statutory law reasons), non-U.S.

citizens or residents (referred to as “nonresident aliens” under U.S. tax law) cannot own an interest in an S-Corp due to limitations imposed by Internal Revenue Code (IRC) § 1361(b)(1)(C). And while foreigners could still establish the entity as a C-Corp., in most cases, this won’t be tax advantageous. Therefore, in the majority of cases, you’ll want to set up as an LLC.  

Foreign Corporation

In Florida, the term “foreign” refers to any business formed outside the state of Florida, whether that is another U.S. state or a country like Canada. A corporation or an LLC is a separate legal entity that can enter into contracts, pay taxes, and continue even if ownership changes. Shareholders (in the case of corporations) and members (in the case of LLC’s) have limited liability, which insulates individual owners against personal liability exposure in most circumstances (note: this would not include the rare and limited circumstances where the veil of protection that stands between a corporation or LLC and its individual owners may be pierced, or, in the case of a single member LLC in Florida, where a judgment creditor may foreclose on a charging order against a singlemember LLC’s interest pursuant to Florida Statute § 605.0503(5)).

Limited Liability Company (LLC)

An LLC is similar to a corporation but with more flexibility. Like a corporation, it offers limited liability protection. However, it does not require shareholder meetings or corporate formalities typically required of corporations (even though many of these requirements are relaxed for closely held corporations in Florida that have 30 shareholders or less. In most cases, an LLC will be the best option. 

For Canadian businesses, the most common option is:

• Register the Canadian corporation as a foreign corporation in Florida, or
• Form a brand-new Florida LLC

Step 3: Collect required documents

Before filing your LLC’s Articles of Organization pursuant to Florida Statute § 605.0201, which must be submitted to the Florida Division of Corporations along with the required filing feeThe Articles must be signed by at least one authorized person., gather the following information and documents. 

Information You’ll Need to Form an LLC in FL:  

• Make Sure Your Business Name Is Available – Your LLC name must be distinguishable from other entities registered with the Florida Division of Corporations and must contain the words “Limited Liability Company,” “LLC,” or “L.L.C.” pursuant to Florida Statute § 605.0112. Search the database to ensure availability.
• Know Who Your Registered Agent Will Be –  Every business is required to appoint a registered agent. A Registered Agent is the official person or company that receives legal and government documents for your business. They must be either (1) an individual Florida resident, (2) a Florida corporation or LLC, or (3) a foreign corporation or LLC authorized to do business in Florida. The registered agent must maintain a physical street address (no P.O. boxes) in Florida and be available at the registered office during regular business hours pursuant to Florida Statute § 605.0113(1). Note that while many Canadian businesses

initially consider serving as their own registered agent, this is not practical without a physical Florida presence, and most opt to use a professional registered agent service.

• Know Your Principal Office Address –  A principal office is the address that serves as its primary place of business. The address can be any U.S. office address. 
• Know Your Mailing Address –  A physical street address where correspondence will be sent.
• Correspondence person: This is the person who will receive all correspondence about the application. You will need their name, company or firm, address, and email address. 
• Phone Correspondence Person: This person can be the same person as the correspondence person or a different individual. You will need their name and phone number.
• Know if your LLC will be member-managed or manager-managed. This is a crucial decision that affects how your company will be operated. In a membermanaged LLC, all members participate in management, while in a managermanaged LLC, designated managers (who may or may not be members) handle day-to-day operations. 

Information You’ll Need if You are Filing as a Foreign Corporation Doing Business in Florida:  

• Certificate of Existence (sometimes also referred to as a “Certificate of Good Standing”): This document proves that your corporation is registered correctly and in compliance with the laws of your original state/country of incorporation. Must be issued within the last 90 days and authenticated by the proper Canadian authority and, if required, accompanied by a certified English translation pursuant to Florida Administrative Code Rule 1N-1.010. For Canadian companies, you can request one here: Corporations Canada– Certificate of Existence
• Profit or Non-Profit: Determine whether the corporation is for-profit or a nonprofit.
• Incorporation Details: Include Canadian incorporation date and expiration/duration (if any).
• Date of First Business in Florida: If you have already started operations before registering, you must disclose this. Be aware that conducting business without proper registration can result in penalties of up to $500 per year under Florida Statutes § 607.1502(3), plus potential tax implications. Additionally, unregistered foreign corporations cannot maintain a proceeding in Florida courts until properly registered.
• FEI Number: This is your U.S. Federal Employer Identification number, which you must provide if you have one, and if you don’t have one, you’ll need to obtain one. Your accountant should be able to help with this, or you can obtain one by going to https://www.irs.gov/businesses/small–businesses–self–employed/get–anemployer–identification–number (last visited 09/04/2025). 
• Canadian Business Name: List original name if different from Florida registration.
• Directors and Officers: Provide the names and addresses of officers and directors, including any chairmen, vice chairmen, directors, president, vice president, secretary, and treasurer. 
• Jurisdiction: State the Canadian province or territory under which your company was initially formed. 

Step 4: File the registration documents

1. Qualification as a Foreign Entity – If You’re Filing as a Foreign Corporation/LLC doing business in Florida, Foreign corporations must file an “Application by Foreign Corporation for Authorization to Transact Business in Florida” (Form CFLLC) instead of Articles of Incorporation, and its equivalent for a foreign LLC. 

Required Contents of Articles of Incorporation under Florida Statutes § 607.0202 (For Foreign Corporations Qualifying to do Business in Florida):

1. Certificate of Existence/Good Standing from Canadian jurisdiction (must be authenticated and translated if not in English) dated within 90 days of filing
   1. File Form DOCS-96-04: Application for Authorization to Conduct Business in Florida
   1. Registered Agent Designation
   1. Filing Fee: $70.00 plus $78.75 for registered agent designation. Additional fees may apply for certified copies or certificates of status. 

• To Form A New Florida LLC under Chapter 605:– the Articles of Organization you must file with the State must include:

LLC’s name, which must contain “Limited Liability Company,” “LLC,” or “L.L.C.”

Principal office address and mailing address

Registered agent’s name, Florida street address, and written acceptance

Name and address of each person authorized to manage and control the LLC

Purpose of the LLC (optional)

Whether the LLC is manager-managed or member-managed Any additional provisions (optional)  Filing Fees:

$125.00 for Articles of Organization

$30.00 for Registered Agent Designation

$100.00 (optional) for expedited processing

Additional fees for certified copies ($30) or certificates of status ($5) Filing Methods:

You can file the Articles of Organization Online through www.Sunbiz.org, by mail to Division of Corporations, or in-person or by courier delivery (often the fastest method). 

Processing time varies from 1-4 weeks. Check current processing times at https://dos.fl.gov/sunbiz/document-processing-dates/. 

Step 5: Additional Requirements 

Once your company is formed, the following are immediate next steps you should take: 

1. Have an Operating Agreement (recommended but not required to file) Prepared

– An operating agreement in an LLC sets forth the agreement between the Company and its members and/or managers as to how it will operate, and may also (and should) include language that determines what happens in the event of a members death, dissolution (in the case of a non-natural person member), transfer, sale, and bankruptcy, and dictates the management, voting, and distribution and/or property rights attributable to each member’s interest. 

• Obtain a Federal EIN from IRS once the Company has been formed and update your records with the Division of Corporations to reflect your Company’s EIN. 
• Obtain Florida Business Tax Registration.
• Obtain Local business licenses if required by the city, county, or unincorporated area in which you will be operating your business in Florida. 
• Be sure to file your Annual report ($138.75) due between January 1 and May 1 of each year in order to keep your company active and avoid administrative dissolution, as well as the substantial financial penalty required for Annual Report filings made after May 1. 

You don’t have to navigate the legal landscape in Florida alone. We’ve worked with several Canadian individuals and companies over the years, and their trusted advisors, to help them establish or expand their business in Florida. Give us a call today or contact us at [email protected].