A Florida Foreign LLC is a limited liability company that was formed outside of Florida but has registered to do business in Florida. Foreign LLCs in Florida will need to register with Florida’s Division of Corporations and pay $125 in total state fees. While Florida’s state statutes don’t clearly define what counts as doing business, in general, an LLC can assume it is doing business in Florida if it owns or leases property used for conducting retail sales or services, has inventory, or has employees in Florida.
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How To Register a Foreign LLC in Florida
The process of registering as a foreign LLC is called foreign qualification. To register as a foreign LLC in Florida, you’ll need to file anApplication by Foreign Limited Liability Company for Authorization to Transact Business in Florida. Follow our step-by-step guide to registering your foreign LLC in the Sunshine State!
1. Appoint a Florida Registered Agent
Right off the bat, you’ll need aFlorida registered agent. Your LLC won’t be allowed to operate in Florida without one. Your Florida registered agent will be responsible for receiving service of process (legal documents) and any other state documents or notices. They’ll also need to maintain regular weekday operating hours.
Can I be the registered agent for my Florida foreign LLC?
You can act as your own registered agent if you live in Florida, or you can appoint a Floridian friend or business partner, but most out-of-state business owners hire a professional registered agent service.
Why hire a Florida registered agent service?
Hiring a professional registered agent service allows business owners to rest easy because they know their important mail is being handled by a professional. As an added bonus, some professional registered agents (like us) will allow you to list their address on your LLC’s registration documents instead of your own. This helps to keep personal information protected from prying eyes and allows you to live privately.
2. Get a Certificate of Existence
Florida’s Division of Corporations requires each foreign LLC application to be accompanied by a Certificate of Existence, also referred to as a Certificate of Good Standing. This certificate communicates to Florida that your LLC is current on all of its state reports and filing fees. Don’t forget, Florida won’t accept a Certificate of Existence that is more than 90 days old.
How do I get a Certificate of Existence?
The process for obtaining a Certificate of Existence/Good Standing varies by state. In most states you can simply request one online for a small fee and receive it the same day.
3. Complete the Application for Authorization to Transact Business in Florida
Your LLC’s foreign qualification process won’t be complete until you file your Application for Authorization to Transact Business in Florida. Here is the information you will need to include on your Foreign LLC application:
- Original name of the LLC
- A proposed new name if the original does not comply with Florida law or is already in use
- The state or jurisdiction where the LLC was originally formed
- Your LLC’s principal business address (must be a physical address)
- Your LLC’s mailing address
- The name, street address, and signed acceptance of the Florida registered agent
- A signature from your registered agent confirming they’ve agreed to perform this role
- The name, title, and address of at least one person with managing authority in the LLC
- A signature from someone authorized to do business on behalf of your LLC
The foreign LLC application also includes a cover letter that acts as a contact sheet. Annual report reminders will be sent to the email address that you list on the cover letter. Submit the cover letter, a Certificate of Existence, and the completed application for foreign LLC registration to Florida’s Division of Corporations.
Ready for some fun (and business) in the Florida sun? Register your foreign LLC in Florida with Northwest.
How much does it cost to file the Application for a Foreign LLC in Florida?
Florida charges a $100 filing fee for the application, and a $25 fee for registered agent designation. The total cost is $125. If you want a certified copy of your registration certificate, add $30.
How do I file the Application for a Foreign LLC in Florida?
You can file your application online, by mail, or in person.
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street
Tallahassee, FL 32303
Online:Sunbiz Online Filings
Do foreign LLCs in Florida need to file Articles of Organization?
No, foreign LLCs don’t need to file Articles of Organization. When you register a foreign LLC in Florida, you are simply requesting authorization to do business in Florida, not creating a new LLC.
4. Receive your Certificate of Registration
Once processed and approved, Florida will issue your LLC a letter of acknowledgment confirming that your foreign LLC is registered in Florida and cleared to do business. Need a certified copy? Add $30 to your filing fee.
How long will it take for Florida to approve the Application for a Foreign LLC?
Online filings can take up to 4 business days. Mailed filings take 5 business days, plus additional time for mailing. In-person filings are processed the same day.
Florida Foreign LLC Registration FAQ
How do I amend a foreign LLC in Florida?
To amend a foreign LLC in Florida, you’ll need to file aApplication by Foreign Limited Liability Company to File Amendment to Certificate of Authority to Transact Business in Florida. The application costs $25 to file (add $30 if you want a certified copy).
What does it mean to do business in Florida?
Florida’s state statutes don’t define what counts as doing business in the state. However, FL Statute § 607.1501pinpoints whatdoes notconstitute transacting business in Florida—activities like maintaining a bank account, securing debts, or collecting mortgages within the state. Thankfully Florida’s Department of Revenue cites some common examples of business activities that count as engaging in business in Florida. These activities include, but are not limited to:
- maintaining an office or other place of business
- owning, renting, or leasing real or tangible personal property
- assembling, installing, servicing, or repairing products
- delivering goods to customers using a company-owned or leased truck
- hiring employees or agents
Still unsure?Read more aboutwhat counts as doing business in another state.
What happens if I don’t register my foreign LLC in Florida?
Failure to register your foreign LLC in Florida could result in having to pay back taxes plus interest, as well face as other penalties.
Do I have to file an Florida annual report for my foreign LLC?
You sure do. YourFlorida Annual Reportis due between January 1st and May 1st. The report costs $138.75. Reports can only be filed online throughFlorida’s Sunbiz online filing system. Failure to file your report on time will result in a $400 fine. If you still haven’t filed your report by the fourth Friday in September, Florida may administratively withdraw your foreign LLC.
How are foreign LLCs in Florida taxed?
A foreign LLC in Florida is treated as a pass-through entity. This means that the LLC doesn’t directly pay taxes. Instead, its profits (or losses) pass through the LLC and onto the tax returns of the members of the LLC. The members are then responsible for paying taxes to the IRS.
For more information on Florida taxes, check out our Florida tax guide.
How can I withdraw my foreign LLC in Florida?
In order to withdraw your foreign LLC in Florida, you’ll need to file a Notice of Withdrawal of Certificate of Authority and pay the $25 fee (add $30 for a certified copy).
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