Form a Florida LLC from Japan: Complete 2026 Guide
Everything a Japan-based founder needs to form, bank, and run a Florida LLC — costs, EIN process, and tax angles specific to Japan.
$125 · State filing fee
$138.75/year, due by May 1 · Annual fee
5-10 business days · Avg. filing time
Wire/ACH via Mercury or Relay · Transfer method
Quick Summary
- Country
- Japan
- State
- Florida
- Avg. filing time
- 5-10 business days (standard online filing)
- State filing fee
- $125 ($100 Articles of Organization + $25 registered agent designation)
- Annual report fee
- $138.75/year, due by May 1 (mandatory - not free, unlike Texas; $400 late penalty and eventual administrative dissolution if missed)
- Transfer method
- Wire/ACH via Mercury or Relay (not on either prohibited-countries list)
Why Florida
Why do Japanese founders look at Florida? Mostly because the state-level side is predictable. The filing fee is $125 ($125 online), the ongoing requirement is $138.75 mandatory annual report fee, due every year, and the state applies no personal state income tax. Florida is the only one of these five states that discloses member names on its public annual report. Keep in mind that the state says nothing about how Japan taxes you; that depends on Japan law and is covered further down this page. What Florida offers is a well-known state with strong business infrastructure.
Is Florida Right For You
The case for Florida: you want a well-known state with strong US business infrastructure and don't mind that Florida is the one state on this list requiring member names on the public annual report. The case against is simply that another state may suit your priorities better, and changing states after formation means closing the LLC and starting a new one.
After Formation Checklist
Three things to do straight after formation. First, the paperwork: an Operating Agreement, and a note of the EIN letter's location (if it is lost, ask the IRS for Form 147C). Second, the money side: bank account, then Stripe or PayPal subject to their review. Third, the calendar: your Florida annual obligation ($138.75 mandatory annual report, due every year) and the federal Form 5472 and pro forma 1120. Federal Beneficial Ownership Information reporting is not something you need to do: FinCEN's rule in force since August 14, 2026 permanently exempts all US-formed LLCs.
Calling The IRS From Japan
The IRS international EIN line (267-941-1099) answers from 6 a.m. to 11 p.m. Eastern. Japan stays on UTC+9 all year, so the window runs from 8 p.m. to 1 p.m. Japanese time in US standard time and from 7 p.m. to noon in US daylight time. Call from your evening or early morning and plan on 45-60 minutes.
Forming In Florida Step By Step
For a Japan-based owner the order of operations is: registered agent first (you need their Florida address for the filing), then the Articles of Organization, then the EIN, then the bank account. The EIN application is Form SS-4; leave the SSN field as "Foreign" or "N/A". Calling the IRS international line (267-941-1099) is the fast route at about 45-60 minutes; faxing or mailing the form takes 4-6 weeks. Once you hold the EIN letter, bank and payment applications can begin.
Florida LLC For Japanese Founders
Florida appeals to Japanese founders with customers or relatives in the state. Its public annual report names members, and the $138.75 annual fee recurs every year.
What A Florida LLC Costs From Japan
Budgeting for a Florida LLC from Japan? The one-time state fee is $125 ($125 online). Every LLC then needs a registered agent (typically $100-150 a year); the EIN itself costs nothing when you apply to the IRS directly; and Mercury or Relay accounts are usually free. The yearly state-side item is $138.75 mandatory annual report fee, due every year. Bundled, EasyBrise Global Launch costs $295 for year one with a registered agent included and $149 a year to renew.
Banking From Japan Mercury And Relay
Japan is not on Mercury's prohibited-countries list, which is based on country of residence, and it is not on Relay's list, which looks at the citizenship and residency of the owners. Both banks run their own reviews, so approval is never guaranteed. Neither bank's published rules restrict international wires involving Japan. Yen are converted to dollars when you fund the account, so compare the exchange rate and any fee at your Japanese bank.
Five Year State Cost Of A Florida LLC
Over five years, the state-level cost of a Florida LLC is a $125 filing fee plus $138.75 a year for five years, so $818.75 in total, before the registered agent. That makes Florida the second most expensive of the five states on this measure. The same arithmetic across the five states runs from $50 to $2,110. For a Japanese owner, the classification of the LLC and Japan's controlled-foreign-company tests decide the home-country result, so budget for a Japanese tax adviser's written view alongside the US costs.
Your Recurring Dates As A Japanese Owner
As a Japanese owner, your recurring dates look like this. State: Florida's $138.75 annual report is due every year between January 1 and May 1. Federal: Form 5472 with the pro forma Form 1120 is due on the return due date, April 15 for a calendar-year LLC, extendable with Form 7004. For the one-off EIN call, the IRS line (6 a.m. to 11 p.m. Eastern) is open 8 p.m. to 1 p.m. Japanese time in US standard time (7 p.m. to noon in US daylight time). Put the state date and the federal date in your calendar when the EIN arrives, because a missed Form 5472 carries a $25,000 minimum penalty.
Active Business Income And Passive Income In Japanese Rules
The Tax Foundation's description says income from an active business conducted at a fixed place in the foreign country is generally exempt from the Japanese rules, while passive income is generally taxable, and a de minimis exemption applies where gross income is 20 million yen or less or 5 percent or less of aggregate pre-tax net income. A single-member LLC run by a founder from Japan raises the practical question of whether it has a fixed place of business in the United States. Ask an adviser before assuming the active-business exemption fits.
How Japan Classifies A United States LLC Is Not Settled Here
In 2015 the Japanese Supreme Court treated a Delaware limited partnership as an opaque entity for Japanese tax, and the National Tax Agency later issued a note on US limited partnerships for treaty purposes. The sources we found address limited partnerships and do not mention LLCs, so we cannot say how Japan treats a US LLC. This is the first question to put to a Japanese tax adviser, because it decides whether the LLC's profit is taxed to you as it arises or as a dividend.
Japanese Controlled Foreign Company Rules And LLC Classification
As described by the Tax Foundation, Japan's controlled-foreign-company rules treat a foreign company as a CFC where Japanese shareholders own 50 percent or more in aggregate, and each Japanese shareholder counted must hold at least 10 percent. Individuals count toward these tests, although the description we found speaks of the income being taxed to a Japanese parent corporation, so how an individual owner is taxed needs a Japanese adviser's confirmation. Income from an active business with a fixed place of business abroad is generally exempt, while passive income such as dividends, interest, royalties and capital gains is generally taxable. Separately, how Japan classifies a US LLC for tax is not settled by the sources we found.
Requirements
| Requirement | Needed |
|---|---|
| US Social Security Number | |
| US visit required | |
| Registered agent with US address | |
| Florida annual filing | |
| Federal Form 5472 + pro forma 1120 |
Costs
| Item | Cost |
|---|---|
| State filing fee | $125 (mail) / $125 (online) |
| Registered agent (annual) | $100-150/yr (or included in EasyBrise Global Launch) |
| EIN application | Free via IRS (or via a paid service) |
| US business bank account | Free (Mercury / Relay) |
| EasyBrise Global Launch (year 1, incl. registered agent) | $295 |
| EasyBrise renewal (year 2+) | $149/yr |
Who Should Choose Florida
Choose Florida if
you want a well-known state with strong US business infrastructure and don't mind that Florida is the one state on this list requiring member names on the public annual report
Consider another state if
your priorities (fundraising plans, revenue level, or reporting tolerance) point more strongly to one of the other four states in the comparison table above.
Comparison
| State | Filing Fee | Annual Requirement | State Income Tax | Privacy |
|---|---|---|---|---|
| Wyoming | $100 mail / $102 online | $60 | None | No public member names |
| Delaware | $110 | $400 flat annual franchise tax | None | No public member names |
| Texas | $300 | $0 franchise tax for LLCs with revenue below the no-tax-due threshold | None | No public member names |
| New Mexico | $50 | $0 ever | None | No public member names |
| Florida | $125 | $138.75 mandatory annual report fee, due every year | None | Member names public |
Taxes
Comprehensive US-Japan tax treaty in force, updated by 2013 protocol; does not override CFC paper-company classification for a US LLC
Banking
Mercury
Popular with non-resident founders; requires US LLC + EIN; no US visit needed
Relay
Remote-friendly for non-residents; requires formed US entity
Frequently Asked Questions
More guides for founders in Japan
- US LLC from Japan
- EIN for Japanese LLC Owners: Complete 2026 Guide
- Delaware LLC from Japan
- New Mexico LLC from Japan
- Texas LLC from Japan
- Wyoming LLC from Japan
Or browse all formation guides by country.
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