Expanding into new states is an exciting opportunity if you’re an LLC owner with a growing business.
But if you want to grow your business legally in the Sunshine State, you must complete the Florida foreign LLC registration process first, as the law requires out-of-state LLCs to register before conducting business in the state.
Let’s look closer at the necessary steps for Florida foreign LLC registration, including the required documentation and filing procedures. And when you need help registering here, the professionals at BrewerLong can help you set your business up for success.
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
If you have a physical presence (like an office or store) or employees within the state, you’ll likely need to apply for foreign qualification.
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 Florida’s foreign LLC registration 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 specific items for foreign LLCs, similar to those in other states. The name of the Florida foreign LLC must be unique and include the designation “Limited Liability Company,” “L.L.C.,” or “LLC.” Additionally, the LLC must appoint a registered agent in Florida to accept service of process.
- 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
These steps ensure compliance with state regulations and smooth operation within Florida.
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
Registration Section
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.
“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.”
According to BrewerLong attorney, Trevor Brewer
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.
Navigating Florida foreign LLC registration online alone takes time and can be confusing if you haven’t dealt with the process. At BrewerLong, we can simplify the process for you, as our team is well-versed in the requirements and procedures needed to register your out-of-state LLC.
We handle all the paperwork, ensure that your documentation is accurate, and guide you through appointing a registered agent. By utilizing our services, you can avoid common pitfalls and delays.
When Is Foreign LLC Registration Not Necessary?
Certain business activities do not require foreign LLC registration in Florida. For instance, you might not need to register if your business is involved in limited or isolated activities. Here are some instances when a company can skip registering in Florida.
- Isolated transactions—engaging in a single or occasional transaction that is not part of a series of similar transactions does not require registration;
- Internal business activities—conducting activities solely related to internal business operations, such as holding meetings of managers or members, does not necessitate registration;
- Bank accounts—maintaining bank accounts in Florida does not require LLC registration;
- Litigation—participating in legal proceedings, whether initiating or defending a lawsuit, does not mandate registration;
- Sales through independent contractors—selling products through independent contractors in Florida does not require foreign LLC registration; and
- Real estate—conducting activities related to securing or collecting debts, mortgages, or enforcing rights in property does not require LLC registration.
Understanding these exceptions can help you determine if your business requires Florida foreign LLC registration. Alternatively, you can contact the experienced business formation team at BrewerLong for assistance in determining your business’s legal requirements.
Frequently Asked Questions
Let’s discuss some of the most common questions that out-of-state business owners might ask when looking to register their business in Florida.
How Much Does It Cost to Register a Foreign LLC in Florida?
The filing fee for registering a foreign LLC in Florida is typically around $125. Check the current fee on the Florida Department of State’s website to ensure you have the most accurate information.
After You’ve Met the Florida Foreign LLC Registration Requirements, How Long Does the Registration Process Take?
Processing times can vary, but the Florida Department of State generally takes a few weeks to process the registration. It’s advisable to submit your application well before you plan to start conducting business in Florida.
Do I Need a Registered Agent in Florida?
Yes, your foreign LLC must appoint a registered agent with a physical address in Florida. The registered agent is responsible for receiving legal documents on behalf of your LLC.
What Are the Annual Requirements for a Foreign LLC in Florida?
Foreign LLCs must file an annual report with the Florida Department of State and pay the annual fee to maintain good standing. This ensures your LLC remains compliant with state regulations.
Can I Change the Registered Agent for My Foreign LLC?
Yes, you can change your registered agent at any time. You will need to file the appropriate forms and pay a fee to the Florida Department of State to make this change.
What Happens If I Don’t Register My Foreign LLC in Florida?
Operating an unregistered foreign LLC in Florida can result in fines, penalties, and the inability to legally enforce contracts in Florida courts. Additionally, your LLC may be restricted from defending itself in a lawsuit until it complies with registration requirements. It’s crucial to register to avoid these legal and financial repercussions.
These repercussions could have a significant negative impact on your company’s bottom line. So, it’s best to proactively defend yourself by checking with a lawyer who can tell you if registration is necessary under your specific circumstances.
Trust the Business Formation Attorneys at BrewerLong
Are you looking to expand your business into Florida? Registering a foreign LLC in the Sunshine State is a crucial step to ensure you comply with state regulations and can smoothly operate once you begin your operations here.
At BrewerLong, our business formation attorneys in Orlando are here to guide you through the process. We can help from the start by determining if you need to file your foreign LLC in the state. We can also help you to complete and submit your application with any necessary accompanying documentation. In short, we can help simplify every step in getting your company set up in Florida.
Don’t let the complexities of legal requirements slow down your business growth. Contact us today to learn more about how to register a foreign LLC in Florida and get started on expanding your business with confidence.
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