Selling Florida Property Owned by a Foreign Company: Authority, Documents and FIRPTA

Published October 9, 2026 · Recalde & Friedman, PLLC

A different kind of LLC seller

Our article on selling from a Florida LLC covers domestic LLCs, where Sunbiz records and Florida statutes answer most authority questions. When the seller is formed outside the U.S., for example in the British Virgin Islands, Panama or another offshore jurisdiction, the closing agent and title insurer can't rely on Florida records. The seller must prove the company exists and who can sign under the law where it was formed.

Does the company have to register in Florida?

Florida lists activities that don't by themselves count as "transacting business" for registration purposes. For foreign corporations and foreign LLCs, the list includes owning real property, "without more" (§ 607.1501, Fla. Stat.(2); § 605.0905, Fla. Stat.(1)), and conducting an isolated transaction completed within 30 days that isn't one of repeated similar transactions. Whether a particular seller must register depends on what else it does in Florida. The title insurer will tell you what it requires.

What title insurers typically require

• Proof of existence and good standing from the registry where the company was formed, reasonably current.
• Constitutional documents, such as the memorandum and articles of association or their equivalent.
• Proof of who the directors or managers are, often a certificate of incumbency from the company's registered agent or an extract of the register of directors.
• A resolution of the directors (and members or shareholders, if the documents require it) approving the sale and naming who may sign.
• Translations of any documents not in English.

For corporations, Florida law lets a deed be signed by the president, any vice president or the chief executive officer, and says no corporate resolution needs to be recorded to show authority (§ 692.01, Fla. Stat.). Offshore companies often have directors rather than those officers, so title insurers usually want the resolution and incumbency evidence in the file regardless.

Signing abroad

A deed signed outside the U.S. can be acknowledged before a foreign notary or civil-law notary with an official seal, a U.S. consular officer, or a commissioner of deeds, among others (§ 695.03, Fla. Stat.(3)). The document still needs two subscribing witnesses (§ 689.01, Fla. Stat.). Many title insurers also want an apostille on foreign notarizations. A Florida online notary may notarize remotely for a signer abroad if the identity-verification steps can be completed. See RON and e-signatures.

FIRPTA: usually withholding

FIRPTA defines a "foreign person" as anyone other than a United States person (26 U.S.C. § 1445(f)(3)), so a company formed outside the U.S. is generally a foreign person. Unless an exception applies or the IRS issues a withholding certificate, the buyer must withhold 15% of the amount realized and send it to the IRS (26 U.S.C. § 1445(a)). The FR/BAR contract requires the seller to tell the buyer in writing if it's a foreign person (10(i)) and sets out the withholding mechanics in Standard V. A foreign company can't give a certificate of non-foreign status. See FIRPTA withholding and, if the seller has applied for a reduced-withholding certificate, the IRS IRS: About Form 8288-B, Application for Withholding Certificate.

Other items

• U.S. taxpayer ID. The seller will need one for FIRPTA forms. Start early.
• Bank account for proceeds. Confirm wiring instructions by phone with a known contact. International wires are a common fraud target. See wire fraud.
• Struck-off or dissolved companies. If the company's registration lapsed, it may need to be restored in its home jurisdiction before it can sign.

Timeline

Registry certificates, apostilles, translations and courier time add up. Start collecting entity documents at listing, and build realistic time into the title evidence deadline and closing date.

Hypothetical

A condo is titled in an offshore company whose sole director lives in South America. The listing agent alerts the closing agent at listing. The closing agent asks for a current certificate of good standing, a certificate of incumbency, and a director's resolution. The registered agent issues the certificates in about a week, the director signs the deed before a local notary with an apostille, and FIRPTA withholding is calculated at 15% of the price. The seller, warned early, applied for a withholding certificate, and the withheld funds are handled under Standard V(iii) while the application is pending.

Frequently asked questions