Doing Business in Florida as a Foreign LLC
When doing business in Florida as a foreign LLC, your LLC qualifies as foreign if its formation happened in another state.3 min read
When doing business in Florida as a foreign LLC, your LLC qualifies as foreign if its formation happened in another state. Foreign does not necessarily mean its formation occurred in a different country, but rather, just under the laws and regulations of a place that isn't Florida.
Getting Foreign Qualification
To operate legally in Florida with your out-of-state LLC, you'll need to go through foreign qualification. Because Florida has unique local compliance regulations, foreign qualification ensures you are adhering to all guidelines. If you fail to do this, your company might get in trouble.
There are a few different steps to getting foreign qualification in Florida:
- Register your foreign LLC with the state of Florida.
- After doing this, you'll receive a letter of acknowledgment as proof that you have successfully registered.
- Open a physical presence in the state. This could be as simple as having an office in Florida or as complicated as opening a new store or warehouse.
- Collect sales tax on any sales you make to Florida customers.
For more information on collecting sales tax from Florida residents, refer to the Marketplace Fairness Act and the Remote Transaction Parity Act, both of which propose how the government plans to collect taxes from online retailers and online sales.
Information You Need for the Registration Application
The first step in doing business in Florida is filling out the registration application. Here is all of the information you'll need on the form:
- Name of your LLC in the original state
- Any alternate names your LLC will use in Florida (for example, if your original name is unavailable)
- The original state of formation
- Your LLC's Employer Identification Number
- If you've already started doing business in Florida, the date of your first transaction
- Your LLC's street address
- Your LLC's street address for your Florida location
- Your LLC's mailing address
- The name and address of your Florida LLC's registered agent
- The signature of the registered agent that shows they accept the responsibilities of the position
- Contact information for everyone involved in the LLC's management
- A certificate of existence that is no more than 90 days old
- Certificate of Good Standing from the original state
- A signature from the person preparing the application to show their acceptance of the information and to confirm all information is correct
When you have compiled all this information, create two copies - one original and one duplicate. Send these both into the Florida Department of State Registration Section, Division of Corporations, along with a filing fee of $125. While the application itself only costs $100, the additional $25 is for designating a Florida registered agent.
If you decide to file online, you should hear back in one to two days. If you send in your application via snail mail, normal processing time is five business days. The fastest way to get approval is to drop off your application in person, as you'll get a response that same day.
Penalties for Not Registering in Florida
There are several downfalls for not registering your foreign LLC in Florida. Perhaps the biggest is the inability to bring about a lawsuit if a business deal goes wrong. This means you might lose money if your company has a deal that does not go ahead as anticipated.
Additionally, you will be subject to certain fines depending on how long you've been doing business in Florida without registering. You'll have to pay the registration filing fees as well as a penalty of $500 to $1,000 for each year you were not registered.
Times You Don't Need to Register Your Business
Not all types of transactions require you to register your business in Florida. Some of these include:
- Settling or defending a lawsuit in Florida
- Opening a Florida bank account
- Having member or manager meetings in Florida
- Having employees, an office, or an agency in the state that handle your company's securities
- Employing independent contractors or getting orders that require acceptance outside the state
- Collecting debts from customers
- Controlling or owning other LLCs, partnerships, or corporations based in Florida
- Conducting a single, isolated transaction completed within 30 days
If you need help with doing business in Florida as a foreign LLC, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.