Find out how to qualify your LLC to conduct business in Florida.
If you own a company that was founded in a state other than Florida, you must qualify or register it in Florida in order to conduct business there. The requirements for qualifying your international (non-Florida) limited liability corporation (LLC) to conduct business in Florida are summarized here.
What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Florida. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Colorado, for example, an LLC founded in Arizona is a foreign LLC.
Doing Business in Florida
If you are “transacting business” in Florida, you must register your foreign company with the state of Florida, according to Florida’s LLC Act. What exactly does this mean? Well, Florida’s LLC Act, like most others, does not define the word “transacting business” with respect to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Florida’s LLC Act, like other states’, outlines specific actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal LLC affairs such as holding member or manager meetings having a bank account in the state having an office, agency, or persons in the state for handling your company’s own securities selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts
The LLC Act expressly says that the latter list is not complete, and that additional activities may also be exempt. The mentioned exception for ownership or control of another firm is tricky; if your LLC owns or controls a Florida business, you should get legal advice. Check Section 605.0905 of the Florida LLC Act for a complete legal definition of each of the listed things.
If your LLC’s only operation in Florida is one or more of the activities mentioned above, you should not be required to register with the state.
Authority Certificate
To register a business in Florida, you must first submit an application with the Florida Department of State (DOS). The application form may be downloaded at the DOS website. (The form’s full title is Application by a Foreign Limited Liability Company for Authorization to Transact Business in Florida, which is quite a mouthful.)
To complete the application, you must give the same information that you would provide to register an LLC in your home state. In particular, for a Florida application, you must provide:
If necessary, the name of your LLC as registered in the state where it was formed, an alternate name your LLC will use when transacting business in Florida (you must have an alternate name if your LLC’s original name or something very similar is already being used by a Florida registered business, or if the name does not contain the words “Limited Liability Company,” the abbreviation “L.L.C.,” or the designation “LLC”)
a statement of acceptance signed by your registered agent, the name, title, and address of each person with authority to manage your LLC, a certificate of existence, and an authorized signature including the signer’s printed name and a statement that the signer understands that providing false information is a felony under Florida law.
The existence certificate you provide should be no older than 90 days. The needed cover letter is included in the printable application form. Fill in the name of your LLC and the individual filing’s contact details. Be advised that the DOS may levy a penalty if you conducted business in Florida prior to registering.
You must provide two copies of your application, one of which must be the original signed form. The standard filing price is $125 ($100 for the application and $25 for the registered agent designation).
What Happens If You Do Not Sign Up?
If your LLC does business in Florida without authorization, it cannot file a lawsuit there. Furthermore, your LLC will be accountable for any costs and penalties that it should have paid if it had properly registered, as well as a civil penalty of $500 to $1,000 for each year your LLC conducted business without a certificate of authority. However, not being registered does not render your LLC’s obligations null and void or bar it from defending a lawsuit in Florida. Furthermore, a member or management of an LLC is not personally accountable for the LLC’s debts, obligations, or other liabilities just because the corporation conducted business in Florida without a certificate of authority.
Florida Foreign Corporation Registration
The regulations and standards for international qualifying in Florida are identical whether your company is structured as a corporation rather than an LLC. However, you will need to utilize a separate application form. For paperwork, information, and filing requirements for registering a foreign company in Florida, visit the Florida Department of State website.