Form with which a corporation may resolve to alter its corporate status top that of a subchapter (S) corporation.
S Corporation With Foreign Shareholder In Palm Beach
State:
Multi-State
County:
Palm Beach
Control #:
US-0046-CR
Format:
Word;
Rich Text
Instant download
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FAQ
Owning an S Corporation requires compliance with specific guidelines, including a maximum of 100 shareholders who must be U.S. citizens or resident aliens (non-US residents who've passed the test of green card), as well as certain trusts and estates.
Before you start or open a business in Florida you should know that any person or existing business can make and own a business in Florida. Florida does not have residency restrictions on the owners but the business must have a registered agent physically located in the state to receive service of process.
Generally, there are no restrictions on foreign ownership of a company formed in the United States. The procedure for a foreign citizen to form a company in the US is the same as for a US resident. It is not necessary to be a US citizen or to have a green card to own a corporation or LLC.
To register as a foreign corporation in Florida, you need to file the Application by Foreign Corporation for Authorization to Transact Business in Florida with the Florida Department of State, New Filings Section, Division of Corporations. This costs $70.
LLCs can have an unlimited number of members; S corps can have no more than 100 shareholders (owners). Non-U.S. citizens/residents can be members of LLCs; S corps may not have non-U.S. citizens/residents as shareholders. S corporations cannot be owned by corporations, LLCs, partnerships or many trusts.
You can register a Florida business with ease even as a foreigner but it is important to note that you will be allowed to form only legal business entities in the state.
There is no limit on the number of shareholders a corporation taxed under Subchapter C can have. Anyone can own shares, including business entities and non-U.S. citizens.
Can a foreign national start a business in the U.S. without being a resident? “Yes, You Can!” Every day, foreign nationals are setting up US businesses, from major enterprises to small shops. Accessing the US marketplace is the key to success for many businesses around the world.
Similarly, all the members of the U.S. corporation's Board of Directors and all its officers can, if so desired, be non-U.S. nationals and U.S. non-residents. Most states require that all companies formed in the state have a registered agent in the state (more about registered agents can be found here).
In Florida, there are two main forms of transferring ownership of a corporation – gradual sales and outright sales. When someone transfers ownership of a corporation via gradual sale, the buyer receives the shares over a pre-determined period, while he/she is still paying the installments.
More info
To file as an S Corporation, you must first file as a corporation. Each year, S corporations must file Form 1120S to report income, gains, losses, deductions, and credits to the IRS.You will need to issue your foreign shareholderemployee or shareholderemployees W2s or local equivalents. The Division of Corporations is the State of Florida's official business entity index and commercial activity website. An overview of reporting deemed paid foreign tax credits related to GILTI inclusions of an S corporation on Part III, Section 3 for the New IRS Schedule K3. After you are considered a corporation, all shareholders must sign and file Form 2553 to elect your corporation to become an S Corporation. Shareholders may not qualify to deduct S corporation losses from other income sources.