Florida Foreign LLC

With its great beaches, booming economy, and stable travel and tourism industry, Florida remains a hot spot for business. As a result, many entrepreneurs want to take advantage of Florida’s growing economy and expand their business operations into this state. If your limited liability company (LLC) isn’t a Florida LLC and you plan to conduct business in “The Sunshine State,” you may need to register your business as a Florida foreign LLC.

Already know you want to expand your business and form a Florida Foreign LLC? Avoid the hassle and hire a professional service like Northwest to handle the formation process.

Florida Foreign LLC Overview

A Florida foreign LLC is an LLC registered to do business in Florida, but not initially created in the state. Registering a foreign LLC doesn’t create a new LLC — it simply legalizes an expansion of an existing LLC into another state. Since a foreign LLC is simply an expansion of an existing business, if you don’t currently have a legal business entity and want to begin your business in the state of Florida, consider forming a traditional Florida LLC.

Our guide will walk you through the process of registering your Florida foreign LLC.

Do I Need to Register a Foreign LLC in Florida?

Because LLCs are affiliated with individual states, you’ll need to register as a foreign LLC in states where you plan to “transact business” beyond your business’s home state. Florida doesn’t define what qualifies as “transacting business,” but, in general, you’ll need to register as a foreign LLC in Florida if you have employees or a physical presence in the state (e.g., an office or warehouse).

Examples of Transacting Business in Florida

The Florida Department of Revenue lists the following activities as specific examples of what it views as conducting business in Florida:

• 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 in a company-owned or leased truck
• Hiring employees or agents

What Happens If I Don’t Register as a Foreign LLC in Florida?

If you conduct business in the state of Florida and fail to file the proper paperwork, you’re liable for any fees your business incurs. You also may have to pay a penalty. Additional legal penalties can end up costing you more in the long run, which is why we suggest all businesses file the proper paperwork from the beginning.

How to Register a Foreign LLC in Florida

In order to register your Florida foreign LLC, you’ll need to appoint a registered agent, obtain a Certificate of Existence, and complete the Application for Authorization to Transact Business in Florida. 

Recommended: Save yourself the hassle and have a professional service file your Florida foreign LLC paperwork for you. This’ll ensure everything is done right and give you time to work on what really matters — growing your business.

Appoint a Florida Registered Agent

You must appoint a Florida registered agent for your foreign LLC. Your Florida registered agent must have a Florida address and be available at the listed address during business hours. Your registered agent is responsible for receiving paperwork In the event your business is served legal documents, state documents, or official notices.

While anyone with a Florida address can serve as your registered agent, we recommend using a professional registered agent service to keep your address private and ensure someone is always available to receive any important documents.

Obtain a Certificate of Good Standing

You must submit a Certificate of Good Standing — called a Certificate of Existence in Florida — with your foreign LLC application. A Certificate of Good Standing shows that your LLC remains in good standing with its home state, including compliance with all required state reports and filing fees. 

You can request a Certificate of Good Standing online from the state in which you initially formed your LLC. Florida requires you to have a Certificate of Good Standing that’s less than 90 days old when you file your foreign LLC application.

Fill Out the Application for Authorization to Transact Business in Florida

The Application for Authorization to Transact Business in Florida is the official form you must use to designate your business as a Florida foreign LLC. The cover letter will ask for your contact information, including your email address. The state of Florida will use the email address you list there to contact you in the future. 

Once you complete the cover letter, follow these steps to fill out the rest of this form:

1. Name of Foreign LLC: Enter your LLC’s name. If your LLC’s original name isn’t available in Florida, you must use an alternate name that complies with Florida’s naming laws. This will then be the name your business uses to operate in Florida.
2. Jurisdiction: List the state in which you initially formed your LLC.
3. Federal Employer Identification (FEI) Number: Also known as an EIN, your FEI number is a nine-digit number the Internal Revenue Service (IRS) assigns to your business for tax purposes. Think of it as your business’s Social Security number.
4. Date First Transacted Business in Florida: If your company already started conducting business in Florida before registering as a Florida foreign LLC, enter the date when your business first began doing business in Florida and refer to the appropriate sections to determine your corresponding penalty fee.
5. Principal Office Address: Provide your company’s main address in the state in which you initially formed your LLC.
6. Mailing Address: Enter the address where your LLC receives mail. (NOTE: This may be the same as your principal office address.)
7. Florida Registered Agent: List your Florida registered agent’s name and address and have them sign the form. Consider using a professional registered agent service.
8. Names, Titles, and Addresses of Your LLC’s Primary Members/Managers: Enter this information for up to six members or managers of your LLC.
9. Certificate of Existence/Certificate of Good Standing: Attach a copy of your LLC’s Certificate of Good Standing, which must be less than 90 days old.
10. Signature: An authorized person must sign the form, stating that all the information it contains is true.

File Your Application for Authorization to Transact Business in Florida

Once you complete the Application for Authorization to Transact Business in Florida, you’ll need to pay the filing fee and file your papers with the Florida Department of State’s Division of Corporations.

The fee to register as a Florida foreign LLC is $125, and you can file your application by mail. Make your check out to the Florida Department of State.

File as a Florida Foreign LLC

File the Form by Mail With the Florida Department of State

Fee: $125

Mailing Address:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

How Long Will It Take Before My Florida Foreign LLC is Approved?

If filing online, it can take up to four business days. Filing by mail takes longer because of the time in transit. Florida processes in-person filings on the same day.

Keeping Your Florida Foreign LLC Compliant

After filing your paperwork, Florida will issue you a Certificate of Authority that indicates your foreign LLC is officially registered to conduct business within the state. However, you’ll need to ensure your LLC remains compliant with Florida laws to maintain that Certificate of Authority.

Florida Annual Report

Your foreign LLC must file a Florida annual report each year by May 1. Failure to file an annual report will result in penalties and fees as well as the possible revocation of your Certificate of Authority.

Florida Foreign LLC Taxes

The state of Florida taxes foreign LLCs just like regular LLCs. This means your foreign LLC will benefit from pass-through taxation with your LLC’s profits and losses passing through to its members’ individual tax returns.

Depending on the nature of your business, you also may need to pay taxes to the state of Florida. We recommend you speak with an accountant or lawyer to learn more.