LLC in same state of property ?

Question

Hey guys I have LLC in texas and I bought property in Florida , should I open new LLC in Florida or I can use the one in texas  ?

I can just register the LLC in Florida right ? I wanted to know the disadvantages of not opening LLC same state I buy the properties , and if it’s even necessary thank you so much

Luis Alvarez · Answer

Hi @Alon Attias I had a post/comment on a very similar thread elsewhere, but to add on the points above:

Yes, you would have to register the TX LLC in FL as a "foreign entity" because it will be conducting business in FL (through owning the FL property). This is something, that while is required, states vary in enforcing it...which by no means I would ever recommend folks not do it, just something for you to keep in mind.

Secondly, and perhaps more impactful, by having a business (rental property) in FL, you want to avail yourself to the laws and protections of that state. In other words, you should have a FL LLC own a FL property. This will avoid any conflicting laws and statutes between trying to use TX law (if you have the FL property in the TX LLC) rather than FL law. In case of an action, a FL court can very well not acknowledge the LLC because of conflicts...this is not to say that it will happen, but we would take it from a much cleaner approach and having things stay within states as they should.

The bottom line, I would definitely not have the FL property (or any rental property for that matter) under my personal name so putting the FL property in a FL LLC (that is properly formed and maintained) is how I would approach it.

I hope that helps, let us know if you have further questions.

This does not constitute legal advice, it is just my opinion of a hypothetical situation.

Michael Plaks · Answer

@Alon Attias

I'm not an attorney, so I cannot give you any legal advice. My comment only points out the questions you need to find answers to.

1. If you get sued over your FL property, you will be dealing with FL state law. So, your LLC has to be recognized by the State of Florida, I assume.

2. It varies state by state, but generally there're two ways for an LLC to be recognized by a state: be created under the state law or be created elsewhere and then registered by the state as an out-of-state company doing business in-state. Whether these two methods produce the same level of legal protection is for you to find out.

3. And then there're costs. Compare the costs of a native FL LLC against the costs of a TX LLC registered in FL.

Randy Rodenhouse · Answer

I have properties in varies states and just register in that state and pay taxes in that state and you should be fine.  I don't see need for LLC in every state you are doing business in.  If you are going to be in FL alot and doing alot of business there then probably good to get LLC in that state.

Alon A. · Answer

got it thank you guys I registered it in FL

Darin Mellinger · Answer

The previous posts are very helpful.  I would just like to emphasize that if you choose to hold title in a TX entity, you would need to register as a foreign entity in FL if you wish to rely on the laws of FL, i.e. evictions, etc.  Otherwise, a FL entity may be easier.  I am happy to discuss more about the formation and drafting of governance documents for a FL entity if you wish to contact me directly.

Nothing herein is intended as a legal opinion or advice and is solely for informative purposes.The hiring of an attorney is an important decision.  You should request and carefully consider the education, qualifications and/or experience of an attorney prior to engaging his/her services.

Jeff Nash · Answer

Each state has different operational protocol, fees, and annual filing requirements depending on whether you are a domestic or foreign (out-of-state) entity.  Both of these states have annual reporting requirements which must be done to maintain good standing.  It is common to see people form entities that have no activity but they fail to maintain compliance because they are unaware that there are still reporting requirements.  Here are some helpful links below for reference purposes.  Note that I am not an attorney and don’t know all the details of your situation so I advise that you consult with one, and/or your tax professional to ensure you are handling the situation properly from all perspectives (legal, tax, and operational).

https://dos.myflorida.com/sunb...

https://www.sos.state.tx.us/co...

LLC in same state of property ?

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