How Do I Sell a Property Owned by an LLC in Florida?

Many Emerald Coast vacation rentals and investment properties are held in LLCs or corporations. Selling a property owned by an entity is straightforward, but it requires additional documentation that individual sellers don't need. Here's what to expect.

Who can sign on behalf of the LLC?

The title company will require proof that the person signing the closing documents is authorized to act on behalf of the LLC. This typically means providing:

For an LLC:

• A copy of the LLC's Operating Agreement, showing who the managers or members are and what authority they have to sell real property
• A Certificate of Good Standing from the Florida Division of Corporations (or the state where the LLC is organized), confirming the entity is active
• If the Operating Agreement requires a member vote to sell real property, written consent or minutes documenting that vote

For a corporation:

• Corporate resolution authorizing the sale, signed by the board of directors
• Certificate of Good Standing
• Articles of Incorporation or Bylaws showing the officer's authority

For a trust:

• A copy of the trust agreement (or relevant portions) showing the trustee's authority to sell real property
• Certification of Trust

What if the LLC is a single-member LLC?

Single-member LLCs are common for vacation rental properties. The process is the same — you still need to provide the Operating Agreement and Certificate of Good Standing. The title company needs to confirm the entity is in good standing and that you have authority to sign.

Tax considerations for entity-owned property

Capital gains: When an LLC sells property, the tax treatment depends on how the LLC is taxed. A single-member LLC disregarded for tax purposes passes the gain through to the individual owner's return. A multi-member LLC taxed as a partnership passes gain through to the partners. A corporation (C-corp) pays tax at the corporate level. Consult a CPA before closing.

FIRPTA: If the LLC has foreign members, FIRPTA withholding requirements may apply. The title company will ask about this.

1031 exchange: An LLC can execute a 1031 exchange to defer capital gains, but the replacement property must be titled in the same entity name as the relinquished property. See the 1031 exchange guide for details.

Practical steps before listing

1. Confirm the entity is in good standing with the Florida Division of Corporations (sunbiz.org). If annual reports are overdue, the entity may be administratively dissolved — fix this before listing.
2. Locate your Operating Agreement and confirm it authorizes the manager/member to sell real property without a full member vote (or document the vote if required).
3. Identify who will sign at closing and confirm they are authorized under the Operating Agreement.
4. Notify your CPA so they can plan for the tax implications of the sale.

The title company will guide you through the specific documentation they need once you're under contract. Starting this process early avoids delays at closing.

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Kinsey Haddock P.A. · Broker Associate · Coldwell Banker Realty — Panhandle · License #BK3253849