LLC or Personal Name? Buying Miami Property as a Non-US Buyer

Most non-US buyers who ask about LLCs are thinking about privacy or liability. The more expensive question is estate tax. A non-resident non-citizen's US-situs assets are taxed from the first dollar above $60,000 at death — compared to roughly $13 million for a US person — and a Florida LLC on its own does not change that.

Published August 31, 2026

Why structure matters before closing, not after

A Miami condo purchase has a hard close: the day you take title, you make a tax-law election that follows the property for as long as you own it and follows your estate when you die. Changing ownership structure after closing means a new deed, new title insurance, new documentary stamps, and — if a loan is involved — a discussion with the lender. It is not impossible, but it is expensive enough that most buyers live with the first choice longer than they planned.

The three things worth thinking through before closing: what happens to the property if you die while you own it, what happens to your liability exposure if something goes wrong in the unit, and how FIRPTA applies when you eventually sell. A Florida LLC addresses the second question, partially the third, and does nothing for the first unless structured correctly.

The estate tax gap is the largest number in the room

US citizens and long-term residents benefit from a federal estate tax exemption of roughly $13 million per person in 2026. Non-resident non-citizens — which includes most foreign buyers who do not live in the US on a green card — face a $60,000 threshold above which Form 706-NA must be filed and US estate tax applies. The IRS sets this threshold in the Form 706-NA instructions and on its estate tax guidance for nonresidents; the rate schedule runs from 18 to 40 percent.

On a $1.5 million Edgewater condo held in a non-resident's personal name, the taxable estate above the $60,000 threshold is $1,440,000. The actual liability depends on whether your home country has a US estate tax treaty and on your specific residency classification within it. Canada, France, Germany, Italy, the Netherlands, the UK and about a dozen other countries have treaties that may significantly reduce or eliminate the US exposure. Getting this analysis wrong — or not doing it at all — costs real money.

A standard Florida LLC does not solve this. A single-member LLC that has not elected corporate treatment is a disregarded entity for US federal tax purposes: the IRS looks through it to the owner for both income and estate tax. You still hold US-situs property. The LLC wrapper does not move the asset outside the taxable estate.

What a Florida LLC actually does well

Liability insulation is real. If a tenant or guest is injured in your unit and sues, they sue the LLC, not you personally. They cannot ordinarily reach your accounts or other assets in your home country through a Florida judgment against the LLC. For a rental property — where a third party regularly occupies the space — that protection has genuine value.

The cost is modest. The Florida Division of Corporations charges a $100 filing fee and a $25 registered agent designation fee to form an LLC, for a total of $125. The annual report costs $138.75, due by May 1 each year; filing after the deadline raises the fee to $538.75. A registered agent service typically runs $100 to $300 per year. These are manageable costs for genuine liability protection.

FIRPTA does not go away

Under the Foreign Investment in Real Property Tax Act, when a foreign person sells US real property, the buyer must withhold 15 percent of the gross sale price and remit it to the IRS. A single-member disregarded LLC does not change this: the sale is treated as if the foreign owner sold directly, and the buyer-side withholding obligation remains. The withheld amount is credited against the tax owed on the gain — it is not a second tax — but it is a real cash event at closing, and it requires a US tax filing to recover any over-withholding. The full FIRPTA mechanics, including the reduced-withholding certificate process, are explained here.

Privacy: what changed in 2024

Florida LLCs historically offered meaningful privacy because members were not required to appear in any public record. The Corporate Transparency Act changed that. Since January 2024, most LLCs must file Beneficial Ownership Information reports with FinCEN, disclosing name, date of birth, residential address and ID document number for anyone who owns 25 percent or more or exercises substantial control. These reports go into a federal database accessible by law enforcement and, under certain conditions, by financial institutions. They are not a public record in the way the county property appraiser roll is, but they exist. Privacy through an LLC is now a narrower thing than it was before 2024.

The structure that actually addresses estate tax

The approach some cross-border tax attorneys use: a foreign corporation — incorporated in a jurisdiction with no estate tax and a favorable US treaty position — holds the Florida LLC, which holds the Miami property. The theory is that when the foreign person dies, their estate holds shares in a foreign corporation rather than a direct interest in US real estate. Whether those shares constitute US-situs property for estate tax purposes is a legal question with decades of IRS litigation around it, and the answer depends heavily on how the structure is set up and maintained. It is a defensible position, not a guarantee.

Setting this up correctly requires a cross-border tax attorney who works in both US law and your home jurisdiction's rules. Getting the home-country side wrong — by creating a structure that triggers deemed disposition or controlled foreign corporation rules where you live — can produce a larger problem than the one you were solving. This is not a structure to build from a blog post.

For a buyer who will hold one Miami condo as a personal-use second home and sell within a few years, the liability value of a simple LLC may outweigh the complexity. For a buyer whose estate will exceed the $60,000 threshold at death — meaning almost any buyer purchasing at Miami prices — the estate tax question is the one that requires a decision before closing. More on the full purchase process for non-US buyers, including documentation and financing, is here.

Frequently asked questions

Does a Florida LLC protect a non-US buyer from US estate tax?

Not on its own. A single-member disregarded LLC is looked through for US estate tax purposes — the IRS sees the owner holding US-situs real estate, not shares in an entity. To change the estate tax analysis, the LLC typically needs to be held by a foreign corporation, structured and maintained with specialist legal advice.

What is the IRS estate tax threshold for a non-US person?

Form 706-NA must be filed when a non-resident non-citizen's US-situs assets exceed $60,000 at death, and estate tax applies above that amount at rates up to 40 percent. This threshold is set by the IRS and described in the Form 706-NA instructions. Tax treaties with certain countries may significantly modify this exposure.

Does FIRPTA apply if I hold property through an LLC?

If the LLC is a disregarded entity, yes — the IRS treats the sale as if you sold directly. The buyer must withhold 15 percent of the gross sale price at closing. A reduced withholding certificate is available through the IRS if the actual tax on the gain is less than 15 percent of the sale price.

What does a Florida LLC cost to maintain each year?

The Florida annual report fee is $138.75 due by May 1; after the deadline, $538.75. Add a registered agent service ($100–$300 per year) and the cost of any required US tax filings. If you rent the property, expect annual Form 1040NR or 1065 preparation by a CPA familiar with foreign-owner returns.

Does my home country's tax treaty with the US matter here?

Possibly significantly. The US has estate tax treaties with Canada, France, Germany, Italy, Japan, the Netherlands, the UK and several other countries. Treaty benefits must be claimed on the 706-NA and require meeting the treaty's residency definitions — not just citizenship. A cross-border tax attorney who knows both jurisdictions should evaluate your treaty position before you close.

Stefania Riverin, Licensed Real Estate Sales Associate · FL SL3620067 · Brokered by NB Elite Realty · 1101 Brickell Ave, Miami, FL 33131 · Equal Housing Opportunity. General information only — not legal or tax advice. Consult a cross-border tax attorney for your specific situation.