Florida makes it easy to form a business. A few minutes on the Division of Corporations website, a filing fee, and you have an LLC. Tampa has thousands of them: one-truck landscaping companies, rental property holding companies, consulting firms, restaurants.

Every one of them leaves a public record. When the owner of one of those companies owes the IRS personally, a Revenue Officer will look at that record. Sometimes the result is a lien against the company’s property for the owner’s debt. Here is how that happens.

What Sunbiz shows

The Florida Division of Corporations publishes its records at sunbiz.org. For a typical LLC or corporation, the public record includes:

  • The entity name, document number and filing date.
  • Principal office and mailing addresses.
  • The registered agent and registered office.
  • Managers, managing members, officers, directors or authorized persons, as listed in the articles and annual reports.
  • Annual report history and any name changes, mergers or dissolutions.

Search by your own name and you will likely see every entity in which you are listed. So will the IRS. IRM 5.1.18.7, part of the IRS’s procedures for locating taxpayers and their assets, refers Revenue Officers to each state’s Secretary of State or equivalent corporate records. My guide on how Revenue Officers find assets in Hillsborough County covers the other sources.

Why a Revenue Officer cares about your entities

If you owe the IRS personally, your ownership interest in an entity is your property, and the federal tax lien attaches to it under IRC 6321. That is the straightforward part, covered in my guide on Florida LLC charging orders and the IRS.

The harder question is whether the IRS can reach the entity’s own property: its bank account, its building, its equipment. Ordinarily, no. A properly run LLC or corporation is a separate person. Its property is not yours. But the IRS has two doctrines for situations where the separation is not real.

Nominee liens

IRM 5.17.2.5.7.2 describes a nominee as a third party who holds legal title to property while the taxpayer enjoys the full use and benefit of it. The factors the IRM lists include whether the taxpayer retains possession or control of the property and whether the conveyance was for tax avoidance purposes. Courts look at similar factors, such as whether the nominee paid value, the relationship between the parties, and who pays the expenses of the property.

Applied to entities: suppose you owe the IRS, and a week after a final notice you deed your Tampa rental duplex to a new LLC that you control. You still collect the rent, pay the mortgage and make every decision. That LLC looks like a nominee for you as to the duplex.

A nominee lien names the title holder as nominee of the taxpayer, for example “XYZ Holdings LLC, as nominee of John Taxpayer.” The IRM says it will usually be filed to attach specifically to identified property. And it requires Area Counsel approval before filing.

Alter ego liens

An alter ego is broader. IRM 5.17.2.5.7.1 describes alter ego as essentially meaning a “second self”: an entity so dominated by the taxpayer that treating it as separate would be unjust. The IRM lists factors including:

  • Commingling of company and personal finances.
  • Undercapitalization relative to the company’s reasonably anticipated risks.
  • Failure to observe corporate formalities.
  • The taxpayer’s domination and control of the entity.

An alter ego lien names the entity, for example “ABC, Inc., as alter ego of TP.” Area Counsel approval is required before filing. Florida law is consistent with the concept: the Florida LLC statute expressly preserves equitable principles of alter ego in Fla. Stat. 605.0503(7)(c).

How Sunbiz feeds these cases

Sunbiz does not prove a nominee or alter ego case by itself. It is the starting map. A Revenue Officer might notice that:

  • You are the sole manager of an LLC formed right after your tax problem began.
  • The LLC’s principal address is your home.
  • The LLC acquired real property from you, visible in the Hillsborough County Clerk’s Official Records.
  • Your spouse or a relative is listed as manager, but you are the one the Revenue Officer sees running the business.
  • The LLC has not filed annual reports, or was administratively dissolved and reinstated repeatedly.

From there, the Revenue Officer requests bank statements, sometimes by summons, and looks at whose money goes where. A company account that pays your mortgage, your car note and your groceries is commingling. That is the alter ego factor the IRM lists first.

A hypothetical Tampa example

Consider a Westchase consultant who owes the IRS for three years of self-employment tax. After the IRS files a lien notice, she forms a new LLC on Sunbiz, lists her adult son as manager, and deeds her rental condo in the Channel District to the LLC for no payment. She keeps collecting the rent through a company account, pays her own car loan and credit cards from that account, and manages the property herself.

A Revenue Officer working her case searches her name on Sunbiz and finds nothing, because she is not listed. Then the Revenue Officer pulls the Hillsborough County Official Records and sees the deed from her to the LLC. Sunbiz shows the LLC was formed a week before the deed, with her home as the principal address. Bank records obtained by summons show the rent and her personal bills running through the same account.

Those facts line up with the nominee factors in IRM 5.17.2.5.7.2: she retains control, she enjoys the benefit, the transfer was for no value, and the timing points to tax avoidance. With Area Counsel approval, the IRS can file a nominee lien against the condo in the LLC’s name. Her son’s name on the filing did not help. It added a family member to the story.

Transferee liability and fraudulent transfers

Liens are not the only tool. If you transferred property to an entity for less than fair value while owing the IRS, the IRS may pursue the entity as a transferee under IRC 6901, or the government may sue to set aside the transfer under Florida’s Uniform Fraudulent Transfer Act in Chapter 726 or the Federal Debt Collection Procedures Act, 28 U.S.C. 3304. My guide on retitling property after a tax debt covers those claims.

Keeping your entity separate

If you own a Florida entity and have, or might have, a personal IRS problem, the protective steps are ordinary business discipline:

  1. Separate bank accounts. The company pays company expenses. You pay personal expenses. When the company pays you, document it as wages, a distribution or a loan repayment.
  2. Adequate capital. A company with real assets and real obligations looks real.
  3. Written agreements. An operating agreement, leases between you and the company at fair rent, loan documents.
  4. Accurate Sunbiz filings. File annual reports on time and keep the listed managers and addresses accurate. Inconsistencies invite questions.
  5. No transfers after the debt. Moving personal assets into an entity after a tax problem arises is the classic nominee fact pattern.
  6. Full disclosure. List every entity interest on Form 433-A. The IRS will find them anyway.

GetIRSHelp.com has a guide for small business owners with IRS problems.

Sunbiz is a public diary of every entity you have ever run. When you owe the IRS, assume a Revenue Officer has read it, cover to cover.