If you’re a limited liability company (LLC) owner with a growing business, you may be wondering how to legally expand your business to other states. Most states, like Florida, require out-of-state LLCs to register before transacting business there.
Here, we’ll walk you through the steps needed to register your established LLC in the state of Florida.
What is a Florida Foreign LLC?
A Florida Foreign LLC is an LLC formed in another state that wishes to transact business in Florida. In this case, “foreign” refers to the company being from another state, not from another country.
The process for a Florida Foreign LLC to register to do business in Florida is called foreign qualification.
“Transacting business” isn’t explicitly defined in Florida state law, although the Florida statues include a
How can a foreign LLC register to do business in Florida?
Below is a step-by-step guide to foreign qualification in Florida.
1. Order a Certificate of Existence from your state.
Florida requires the foreign LLC to file a Certificate of Existence. A Certificate of Existence is a document issued by your home state that shows your LLC is in good standing. “Good standing” means that you’ve met state requirements and paid the necessary fees.
It’s a good idea to order your Certificate of Existence as soon as you decide to file for foreign qualification.
2. Make sure you meet Florida’s registration requirements.
Florida requires certain items for their foreign LLCs. The requirements may be similar to the ones in your state.
The name of the Florida Foreign LLC must be unique. It must contain the designation “Limited Liability Company,” “L.L.C.,” or “LLC.” The LLC must also appoint a registered agent, who can accept service of process.
Additional requirements for the qualification include:
- The name and contact information of the individual responsible for the LLC application
- The name of the LLC in your home state
- The state where you initially organized your LLC
- If applicable, your Federal Employer Identification Number/Employer Identification Number (FEI/EIN)
- The physical address of your LLC
- The mailing address of your LLC, if it’s different
- The name, address, and title of all the members, managers, and authorized persons of the LLC
3. Fill out an Application for Authorization to Transact Business in Florida.
Once you’ve gathered all of the information and made sure you’ve met the requirements, the next step is to fill out the application. This is called the Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida. It is available online.
It can be filled out online and printed, or printed and then filled out in pen.
Finally, someone with authority for the LLC must sign the application, along with the registered agent.
4. File the application, along with the required fee, and a cover letter.
Once filled out, you should mail the application, a cover letter, the Certificate of Existence, and the required fee to:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
The basic fee is $125, which includes the filing fee and the designation of a registered agent. You can also get a certified copy or a Certificate of Status for additional fees.
5. Once registered, file an Annual Report each year before May 1.
Once the LLC is registered in Florida, make sure you file an annual report each year. The first one is not due until the year after you’ve registered in Florida. After that, you must pay the $138.75 fee each year, along with filing the annual report, before May 1. If you don’t, you may lose your “active” status in Florida.
According to BrewerLong attorney, Trevor Brewer: “Out-of-state companies that do business in Florida may face a big surprise if they are sued. Either pay all the annual report fees and late fees that they were required to pay or be prohibited from adequately defending itself in court.”
Follow these steps to get started conducting business in Florida. If you’re looking for a little assistance, an experienced Florida attorney can help make sure your LLC is all set up and ready to go.