Key Takeaways

  • A Certificate of Authority allows foreign entities to legally operate in Florida without reincorporating.
  • It's required if your business has a physical presence, employees, or active contracts in Florida.
  • The application must include a valid Certificate of Existence, an appointed registered agent, and appropriate fees.
  • LLCs and corporations have separate filing requirements and associated costs.
  • Additional requirements may apply based on business type or industry.
  • Penalties apply if you do business in Florida without proper foreign qualification.
  • A Temporary Certificate of Authority is available for short-term projects.
  • Businesses can apply online, by mail, or in person, with varying processing times.

Certificate of Authority Overview

Certificate of authority Florida refers to a legal document necessary to register a foreign (or out-of-state) company with the Department of State of Florida in order to do business in Florida. Businesses that have foreign status typically apply for such certificates because doing so eliminates the necessity of incorporating as a whole new business in the state. Having such a certificate also prevents fines and penalties that might be incurred without such a document.

Why Foreign Qualification Matters in Florida

Operating in Florida without a certificate of authority can result in significant penalties, including fines and restrictions on your ability to bring legal action within the state. Foreign qualification—secured through this certificate—ensures compliance with Florida law, allows your company to enter contracts legally, and satisfies requirements from banks and licensing agencies. It also improves your company’s credibility when working with Florida clients and vendors.

When is a Certificate of Authority Needed?

A certificate of authority will be needed in Florida in the following situations:

  • Setting up an office or other physical location from a foreign state.
  • Hiring employees that reside in a foreign state.
  • Beginning a job or contract in a new state.
  • To meet a bank’s, vendor’s, or licensing authority’s requirements.

Examples of Business Activities That Require Registration

To clarify, Florida statutes require foreign entities to register if they engage in any of the following:

  • Maintaining a physical office or facility within the state
  • Holding real estate or tangible property in Florida
  • Engaging in construction, installation, or service contracts
  • Soliciting sales or offering services to Florida residents in a continuous manner
  • Operating a bank account in Florida as part of business operations
  • Making in-person sales or conducting business meetings regularly within the state

Non-continuous or isolated transactions typically do not require registration, but businesses should consult legal counsel to ensure compliance.

Obtaining a Certificate of Authority

A certificate of authority can be obtained in Florida by taking the following steps:

  1. Choose a name under which your company will operate in Florida. If your original name is available through Florida’s business name search, that is ideal. If not, a new name will have to be chosen for you to operate under in Florida.
  2. Fill out and submit an application for a certificate of authority to the Florida Secretary of State.
  3. Submit the original copy of your certificate of existence (or certificate of good standing or certificate of status) from your home state, dated within 90 days, to the Florida Secretary of State.
  4. Submit the proper filing fee to the Florida Secretary of State.
  5. Obtain a registered agent for the state of Florida so that your filing may be approved and you may operate in the state.

Upon approval of your application, you will be issued a Letter of Acknowledgment from the Florida Division of Corporations. 

Registered Agent Requirements in Florida

Florida requires all foreign entities registering to appoint a registered agent with a physical address in the state (P.O. boxes are not acceptable). This agent is responsible for receiving service of process and official government notifications. Businesses can designate an individual or hire a professional registered agent service. Choosing a reliable agent is crucial, as failure to maintain a registered agent may lead to administrative dissolution or revocation of the certificate.

Certificate of Authority Information

Your certificate of authority application should include:

  • Your home state.
  • Your employer identification number, or EIN.
  • Your date of incorporation.
  • The year your Florida business will cease its existence. (If no date is to be specified, write “perpetual.”)
  • The date your business started operations in Florida, if applicable.
  • Your principal and mailing addresses.
  • Your registered agent’s name and address.
  • The signature of an officer or director.
  • The name and title of the individual filing the application.

Certificate of Authority Application Fees

Obtaining a certificate of authority in Florida will require the payment of a filing fee, the amount dependent on one’s business status and the desired processing speed:

  • Limited liability company, 2 business days: $275
  • Limited liability company, 2-3 weeks: $125
  • Corporation, 2 business days: $220
  • Corporation, 2-3 weeks: $70
  • Nonprofit corporation, 2 business days: $220
  • Nonprofit corporation, 2-3 weeks: $70

All checks for filing fees should be made out to the Florida Department of State. It should also be noted that filing fee prices are subject to change.

Additional Filing Considerations and Expedited Service

In addition to the base filing fee, Florida imposes a mandatory $35 designation of registered agent fee and $8.75 for a certified copy if requested. Expedited processing is available for an additional fee. While standard processing can take 2–3 weeks, expedited requests are typically completed within 2 business days. Entities should plan accordingly, especially if business operations or contractual obligations depend on timely registration.

Certificate of Existence Information

To obtain your certificate of existence (not including fictitious name certificates), you can make a request by the following means:

  • Online. This can be done through your state’s Department of State or Secretary of State website. In the state of Florida, this is sunbiz.org.
  • By mail. To do this, provide the name of your business, the registration number, the document type (in this case, certificate of existence), the date of the document’s filing with the Division of Corporations, and the filing fee.
  • In person. These can be made at your local Secretary of State’s office. Such requests will usually be processed on the same day or within two days.
  • By fax. Most states allow fax requests, but these are less common and can come with more complications. In the case of Florida, you will have to create a Sunbiz E-File account, which includes submitting a $300 account deposit.

Common Pitfalls to Avoid When Applying

Businesses often delay registration or make avoidable errors during the application process. Common issues include:

  • Submitting outdated or invalid certificates of existence (older than 90 days)
  • Failing to designate a Florida-licensed registered agent
  • Using an unavailable or conflicting business name
  • Omitting required signatures or fields on the application
  • Paying incorrect or insufficient fees

To prevent these setbacks, double-check all documentation and consider legal review before submission. Businesses can also benefit from working with an attorney experienced in Florida business registration requirements.

The Temporary Certificate of Authority Application

In addition to the certificate of authority, some businesses can also apply for a temporary certificate of authority to work on a single specific project in the state for less than three months. To do so, the business must meet the requirements of Section 471.023 and pay the necessary filing fee.

Compliance and Ongoing Obligations

After receiving your Florida certificate of authority, your business must remain in good standing by meeting ongoing compliance requirements:

  • File an annual report with the Florida Division of Corporations by May 1 each year
  • Maintain a valid registered agent at all times
  • Update the state with any changes to your business’s principal address or officers
  • Pay all applicable renewal fees to avoid administrative dissolution

Noncompliance can result in late fees, penalties, or revocation of your authority to do business in Florida.

Frequently Asked Questions

1. What happens if I operate in Florida without a certificate of authority? You may face penalties, including fines and the inability to legally enforce contracts in Florida courts.

2. How long does it take to obtain a certificate of authority in Florida? Standard processing can take 2–3 weeks. Expedited service (2 business days) is available for an additional fee.

3. Can I use my home state business name in Florida? Only if it’s available. If not, you'll need to register a fictitious name (also known as a DBA) that is unique in Florida.

4. Is a registered agent required to get a certificate of authority? Yes, you must appoint a Florida-based registered agent with a physical address in the state.

5. Do I need to file an annual report in Florida? Yes. Every foreign entity with a certificate of authority must file an annual report and pay the required fee to remain in good standing.

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