Business Law for Brazilians in Florida

Frequently Asked Questions — Business Law

Can a Brazilian open a US LLC without living in the country?

Yes. Non-resident foreigners can form a Florida or Delaware LLC without a visa, SSN, or US address. LLCs are pass-through by default; US federal tax only applies if the LLC has Effectively Connected Income (ECI). Important: since January 2024, every LLC must file a Beneficial Ownership Information (BOI) report with FinCEN within 90 days of formation — penalty $500/day up to $10,000.

Which structure should I pick: LLC, S-Corp, or C-Corp?

S-Corp is NOT available when any owner is a non-resident foreigner — ruled out for most Brazilians. LLC is flexible for real estate and small operations. C-Corp is required for institutional fundraising and works for E-2/L-1/EB-5 visa cases. We model all three with a tax simulation during the consultation.

Is there a Brazil–US tax treaty?

No comprehensive treaty in force. The bilateral treaty was NEGOTIATED in 1967 but NEVER RATIFIED by the US Senate. Only the 2018 Social Security Totalization Agreement exists. Brazilians use unilateral foreign tax credits to avoid double taxation — correct LLC/Corp structuring directly impacts that calculation.

Florida Benefit Corporation — worth it?

For impact-driven companies (ESG, social enterprise), yes — Florida codified Benefit Corporations at §607.501+. Dra. Izi is a published authority on this topic (47 Stetson L. Rev. 333, cited by Harvard Law School Forum on Corporate Governance). For conventional businesses, an LLC or standard C-Corp is sufficient.

Do I need a Will & Trust as a Brazilian with US assets?

Yes, especially with US real estate or a US bank account. The estate tax exemption for non-resident aliens is only $60,000 — anything above is taxed up to 40% federally. The standard combination is an LLC with §871(d) election + offshore Trust.

Do you handle the company formation AND the E-2/L-1/EB-5 visa together?

Yes. In investment-based immigration, the corporate structure MUST support the petition — separate firms on each side often create conflicts (e.g., the wrong LLC structure invalidates the L-1 or EB-5). We work both fronts in parallel from day one.