Were related LLC-interest and no-consideration deed transfers taxable under Florida TAA 25D1-001?

Plain-English summary

The transfer of the LLC membership interest from the trust to an individual was not subject to documentary stamp tax. The LLC had originally acquired the Florida property in an arm's-length transaction and therefore was not a conduit entity under the cited statute.

The LLC's deed transferring the unencumbered property to the individual without consideration was also not taxable.

The Department cautioned that documentary stamp tax would be due on any nominal consideration placed in the deed.

What this means for you

The no-tax results rested on specific facts about the original acquisition, conduit-entity status, lack of encumbrances, and complete absence of consideration.

Common questions

Was the LLC-interest transfer taxable? No.

Was the no-consideration deed taxable? No, because the property was unencumbered and the stated facts showed no consideration.

What if the deed states nominal consideration? The advisement says documentary stamp tax would be due.

Citations and references

• Fla. Stat. § 201.02(1)(a) and (b)1. and Crescent Miami Center, LLC v. Department of Revenue, 903 So. 2d 913 (Fla. 2005), as cited in the advisement.

Source

• Landing page: Florida Tax Law Library
• Advisement: TAA 25D1-001

Original ruling text

Florida Department of Revenue
Office of Technical Assistance

5050 West Tennessee Street Tallahassee FL 32399

Jim Zingale
Executive Director

floridarevenue.com

QUESTION: Is a transfer of member interest in a limited liability company that owns Florida
real property, which was acquired in 2021, subject to Florida’s documentary stamp tax?
ANSWER: No.
QUESTION: Is a deed that transfers unencumbered Florida real property without consideration
from the forementioned limited liability company to an individual subject to Florida’s
documentary stamp tax?
ANSWER: No.
September 9, 2025

Re: Technical Assistance Advisement – TAA #:25D1-001 (12B4-001)
(the “Taxpayer”)
Documentary Stamp Tax – Deeds
Section 201.02, Florida Statutes (F.S.)
Dear

:

This is in response to your letter dated
, requesting this Department’s issuance of a
Technical Assistance Advisement (TAA) pursuant to s. 213.22, F.S., and Rule Chapter 12-11,
Florida Administrative Code (F.A.C.), regarding the matter discussed below. Your request has
been carefully examined, and the Department finds it to be in compliance with the requisite
criteria set forth in Chapter 12-11, F.A.C. This response to your request constitutes a TAA and is
issued to you under the authority of s. 213.22, F.S.
REQUESTED ADVISEMENT
Whether a transfer of member interest in a limited liability company that owns Florida real
property, which was acquired in 2021, would be subject to Florida’s documentary stamp tax,
and whether a deed that transfers unencumbered Florida real property without consideration

Technical Assistance Advisement
Septerber 9, 2025
Page 2

from this limited liability company to an individual would be subject to Florida’s documentary
stamp tax?
FACTS
On

, the Taxpayer created the
as Trustee (the “Trustee”).

On
and

, the Trust formed
is its manager.

On

,

(the “Trust”), with

(“

”), with the Trust as its sole member,

acquired Florida real property (the “Property”), located at
, from a third party in an “arm’s length

transaction”.
has no liabilities, and its sole asset is the Property. The Property is unencumbered by any
liens or mortgages.
The proposed transaction would transfer the member interest in
from the Trust to
, and then
would transfer the unencumbered Property, without
consideration, to
.
You would like the Department’s opinion as to the applicability of documentary stamp tax on
the transfer of the member interest in
and the transfer of the Property.
LAW AND DISCUSSION
Section 201.02(1)(a), F.S., provides that on deeds, instruments, or writings whereby any lands,
tenements, or other real property, or any interest therein, shall be granted, assigned,
transferred, or otherwise conveyed to, or vested in, the purchaser or any other person by his or
her direction, on each $100.00 of the consideration therefor the tax shall be $0.70 ($0.60 in
Miami-Dade County). When the full amount of the consideration for the execution,
assignment, transfer, or conveyance is not shown in the face of such deed, instrument,
document, or writing, the tax shall be at the rate of $0.70 ($0.60 in Miami-Dade County) for
each $100.00 or fractional part thereof of the consideration therefor. For purposes of this
section, consideration includes, but is not limited to, the money paid or agreed to be paid; the
discharge of an obligation; and the amount of any mortgage, purchase money mortgage lien, or
other encumbrance, whether or not the underlying indebtedness is assumed. If the
consideration paid or given in exchange for real property or any interest therein includes
property other than money, it is presumed that the consideration is equal to the fair market
value of the real property or interest therein.
Florida’s documentary stamp tax is an excise tax on certain documents. All documents that

Technical Assistance Advisement
September 9, 2025
Page 3

transfer an interest in Florida real property are subject to tax unless there is a statutory
exemption. The tax is assessed on the consideration given for the property transferred, and
consideration includes any mortgages encumbering the property when it is transferred.
In Crescent Miami Center, LLC v. Department of Revenue, 903 So.2d 913 (Fla. 2005),
unencumbered Florida real property was transferred without consideration between two
related entities, and there was no transfer of beneficial interest. The Court held that a transfer
of property between a grantor and its wholly owned grantee, absent any exchange of value, is
without consideration or a purchaser and is not subject to tax under s. 201.02(1), F.S.
Based on s. 201.02(1)(a), F.S., and the Crescent ruling, no documentary stamp tax is due on the
deed that transfers the unencumbered Property, absent any other consideration, from ACLFT
to Andrea C. Langsfeld.
Since ACLFT originally acquired the Property in an “arm’s length transaction”, it is not a conduit
entity as defined in s. 201.02(1)(b)1., F.S., and the transfer of the member interest from the
Trust to Andrea C. Langsfeld is not subject to documentary stamp tax.
CONCLUSION
Neither the deed that transfers the Property to
, nor the transfer of the
member interest in
from the Trust to
are taxable. Please be advised
that documentary stamp tax will be due on any nominal consideration placed in the subject
deed.
This response constitutes a TAA under s. 213.22, F.S., which is binding on the Department only
under the facts and circumstances described in the request for this advice, as specified in s.
213.22, F.S. Our response is predicated on those facts and the specific situation summarized
above. You are advised that subsequent statutory or administrative rule changes, or judicial
interpretations of the statutes or rules, upon which this advice is based, may subject similar
future transactions to a different treatment than expressed in this response.
You are further advised that this response, your request and related backup documents are
public records under Chapter 119, F.S., and are subject to disclosure to the public under the
conditions of s. 213.22, F.S. Confidential information must be deleted before public disclosure.
In an effort to protect confidentiality, we request you provide the undersigned with an edited
copy of your request for TAA, the backup material and this response, deleting names, addresses
and any other details which might lead to identification of the Taxpayer. Your response should
be received by the Department within ten (10) days of the date of this letter.
If you have any further questions with regard to this matter and wish to discuss them, you may
contact me directly at (850) 717-6488.

Technical Assistance Advisement
September 9, 2025
Page 4

Sincerely,
Roger L. Beasley
Roger L. Beasley
Tax Law Specialist
Office of Technical Assistance
Record ID: 7001514152

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Notification number:

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Respondent code:

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Tax type:

Documentary Stamp Tax

Correspondence type: Technical Assistance
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Thank you.