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Businesses often grow and expand their operations. Typically, when you start your business, you'll incorporate your corporation or organize your limited liability company (LLC) in the state where you're located. But you could find yourself operating and transacting business outside your home state. Perhaps you found cheaper land in a nearby state to build your warehouse or you've opened new locations for your electronics store across multiple states. As is the case with other states, if your business starts operating in Florida, then you must apply for authorization as a foreign entity. If you want more general guidance on foreign registration that's not specific to Florida, read our article on qualifying to do business outside your state.
Florida requires companies that transact business within the state (or conduct intrastate commerce) to register as a foreign entity. Typically, LLCs will register as foreign LLCs and corporations will register as foreign corporations.
Florida, like many other states, provides little instruction about what's considered "transacting business" for the purposes of qualifying as a foreign company. Generally, if your out-of-state company has a business connection in Florida, it qualifies as transacting business. The Florida Department of Revenue provides several examples of which activities create a business connection, including:
These activities are just examples of when a business is typically considered as "doing business" in Florida. In addition, companies that collect sales tax in Florida are usually required to register as foreign entities.
You can find more information about which activities require foreign registration by looking at the activities that don't require registration (as discussed in the next section).
Sometimes it's relatively obvious to conclude when your company "transacts business" in Florida. But other times, it's helpful to get an experienced legal opinion. So if you're unsure about whether you should register as a foreign LLC or corporation, you should speak with a Florida business lawyer. They can help you figure out whether the types of transactions and level of operations your business engages in within Florida require registration.
In Florida, you don't have to register your foreign business if your company is engaged in certain types of activities. Florida law lists these exempted activities:
This list of activities isn't meant to be exclusive and other activities might be exempt. (Fla. Stat. § 605.0905 (2023); Fla. Stat. § 607.1501 (2023).)
If you must register your foreign business in Florida, you need to file an application to transact business with the Florida Department of State (DOS). You can download a copy of the application form from the DOS website to complete and mail it to the DOS's Division of Corporations. The applications for foreign corporations and LLCs are very similar.
For corporations and LLCs, the application for authority must include the following information:
To register your foreign corporation, you'll also need to provide:
To register your foreign LLC, you'll need to give the name, title, and address of at least one person who has the authority to manage the LLC.
Along with your application to register your foreign corporation or LLC, you'll need to submit a certificate of existence or a similar record issued by your home state's secretary of state that's not more than 90 days old.
(Fla. Stat. § 607.1503 (2023); Fla. Stat. § 605.0902 (2023).)
Foreign corporations. You can find the Application by Foreign Corporation for Authorization to Transact Business in Florida listed as "Profit Qualification" under the corporations forms section of the DOS website. The downloadable form includes the application, instructions, and cover letter. As of 2023, the filing fee is $70.
Foreign LLCs. You can find the Application by Foreign LLC for Authorization to Transact Business in Florida listed as "Qualification of Foreign LLC" under the LLC forms section of the DOS website. The downloadable form includes the application, instructions, and cover letter. As of 2023, the filing fee is $125.
If your LLC transacts business in Florida without authority, it can't file a lawsuit in the state. In addition, your LLC will be liable for all fees and penalties it should've paid if it had properly registered, plus a civil penalty of between $500 and $1,000 for each year your LLC transacted business without a certificate of authority.
However, not being registered doesn't invalidate your LLC's contracts or prevent your LLC from defending a lawsuit in Florida. Also, a member or manager of the LLC isn't liable for the LLC's debts, obligations, or other liabilities solely because the company transacted business in Florida without a certificate of authority.
(Fla. Stat. § 605.09024 (2023).)
To legally transact business in another state, you need to register your business and maintain that registration. Florida requires corporations and LLCs, both domestic and foreign, to file annual reports. You might also be responsible for paying and reporting some business taxes. For more information, read about Florida LLC annual report and tax filing requirements.
For more specific legal questions, consider speaking with a business attorney in Florida. They can help you register your business and avoid penalties associated with doing business without a certificate of authority.