Florida LLC vs. Out-of-State Holding: What NY and CA Property Owners Actually Need
A Brooklyn investor closes on a Tampa condo and reaches for her existing New York LLC. Her attorney stops her. What follows is the conversation most out-of-state owners buying Florida real estate eventually have.
By Jillian Dupree | floridallcservice.com | Published April 2026 | Not legal advice
A Brooklyn investor closes on a two-bedroom condo in Tampa. She has held New York rental properties through a New York LLC for years, so her instinct is to drop the Tampa purchase into the same structure.
Her New York attorney stops her.
"A New York LLC doing business in Florida needs to register as a foreign LLC in Florida," the attorney says. "That is $125 plus $138.75 a year. And when you formed the NY LLC, did you do the newspaper publication?"
She had forgotten about the New York LLC publication requirement. Every New York LLC is required by New York LLC Act section 206 to publish a notice in two newspapers designated by the county clerk for six consecutive weeks within 120 days of formation. In Manhattan, that publication runs between $1,200 and $2,000. In other counties, costs vary. Missing this requirement means the LLC cannot maintain a certificate of publication with the state, which can complicate foreign qualification applications and certain contracts.
She decides to form a separate Florida LLC for the Tampa property instead. But her attorney raises a second question: "Florida single-member LLCs have a charging-order problem. You know about Olmstead?"
This is the conversation most out-of-state owners buying Florida real estate eventually have. This article maps the main decision points so you can arrive at that conversation with context.
The Three Structures Most Commonly Used by Out-of-State Owners
Out-of-state owners holding Florida real estate typically use one of three structures:
A direct Florida LLC. Form a Florida LLC and take title in that entity. No multi-state complexity. Simple to set up. The Florida LLC files an annual report with Sunbiz each year ($138.75 for the 2026 filing year). The liability question depends on whether the Florida LLC is single-member or multi-member.
An out-of-state LLC registered as a Florida foreign LLC. Use an existing Wyoming, Delaware, Nevada, or other state LLC, and register it to do business in Florida. The LLC holds the Florida property. The foreign registration costs $125 to establish and $138.75 per year thereafter for the foreign LLC annual report.
An out-of-state holding LLC with a separate Florida operating or property LLC underneath. A Wyoming LLC at the top owns a Florida LLC which holds the property and deals with tenants and vendors. The structure uses the strengths of both states: Wyoming's strong charging-order statute and privacy at the holding level, Florida's local presence and direct title at the property level.
The right structure depends on the owner's home state, whether the Florida property is the only out-of-state holding or part of a portfolio, and how the owner's existing entities are structured. There is no universal answer.
The New York Owner's Specific Problem
The publication requirement. A New York LLC formed under New York LLC Act section 206 must publish notice of its formation in two newspapers in its county of formation for six consecutive weeks. The publication must be completed within 120 days of formation. A certificate of publication must then be filed with the New York Department of State.
The practical cost in Manhattan or Kings County can run $1,200 to $2,000. In some upstate counties, the cost is lower.
If the New York LLC never completes publication and filing of the certificate, its authority to do business is suspended. This can affect the LLC's ability to file as a foreign LLC in Florida and may affect certain contract enforceability, depending on the facts.
For a New York owner who wants to use their existing New York LLC to hold Florida property, the first question is whether the NY LLC completed publication and has an active certificate of publication. If not, that needs to be resolved before the foreign registration in Florida.
The alternative: form a Wyoming LLC (no publication requirement, $100 formation, $60/year annual report), hold the Florida property there, and register it as a Florida foreign LLC if and when you trigger the "transacting business" threshold in Florida.
When does the Wyoming LLC need to register in Florida? Florida Statute 605.0905 requires a foreign LLC to register before "transacting business" in Florida. The statute provides a list of activities that do not constitute transacting business, including maintaining a bank account, holding property as a passive investor, and being a party to certain contracts. Owning a single rental property in Florida and receiving rent from a tenant, when managed through an agent and with no employees or office in Florida, may or may not require foreign registration depending on the specific facts.
This is genuinely unsettled enough that the answer for your specific situation requires a Florida-licensed attorney.
The California Owner's Specific Problem
California imposes a franchise tax on LLCs that are organized in California or that do business in California. For LLCs organized in other states but doing business in California, the minimum franchise tax is $800 per year, applied to foreign LLCs with California nexus.
For a California resident who forms a Wyoming LLC or a Florida LLC, if that LLC is "doing business in California" (including receiving income from California sources through the entity, or having California as the member's principal place of business), the California Franchise Tax Board may assert that the LLC owes the $800/year California LLC tax.
For a California resident buying a Florida rental property and holding it in an LLC:
- A Florida LLC may still be subject to California franchise tax if the member is a California resident and the LLC is conducting business from California
- A Wyoming LLC held by a California resident similarly may face the same analysis
- The structure of the LLC, how it is managed, and where key business decisions are made all affect the California nexus question
Do not form in Wyoming or Florida to avoid California franchise tax without a California-licensed tax advisor's analysis of your specific situation.
When a Florida LLC Makes More Sense Than a Foreign-Registration Approach
Despite the multi-state complexity, there are situations where forming a direct Florida LLC is the cleaner choice for an out-of-state owner:
You have only one Florida property. The cost and administrative work of maintaining a Wyoming LLC plus a Florida foreign registration may not be justified for a single property. A single Florida LLC is simpler and cheaper to operate.
You plan to use Florida-based financing. Some lenders prefer to deal with a Florida entity when financing Florida real estate. A direct Florida LLC can simplify the title and lender documentation.
Your exit plan is a Florida buyer. If your exit is a Florida-based buyer who may want a clean Florida-entity deal structure, owning through a Florida entity removes one layer of transaction complexity.
You have solved the Olmstead problem. A Florida multi-member LLC restores exclusive charging-order protection. If your Florida LLC is structured with two members (you plus a holding company, spouse, or trust), the Olmstead vulnerability is addressed and a direct Florida LLC works well.
The Wyoming Holding + Florida LLC Pattern
For out-of-state owners building a multi-property Florida portfolio, the Wyoming holding plus Florida LLC pattern provides a useful structural combination.
The Wyoming LLC is the parent. It owns the membership interests in the Florida LLCs below. The Wyoming LLC provides: strong charging order exclusivity at the holding level, member information not publicly disclosed at formation, a $60/year annual report, and a useful divorce between the holding-level entity and the operating liability.
Each Florida LLC (or in the future, each Florida series LLC, once the July 2026 statute takes effect) holds a specific property or group of properties. The Florida LLC deals with tenants, vendors, and local contracts. Liability from a specific property stays at the Florida LLC level.
An asset-protection attorney familiar with both Wyoming and Florida law is the right person to design this structure for a specific owner's facts and estate-planning situation.