Florida Out-of-State Corporation Registration
If your company was incorporated outside of Florida, and you want to expand your business into the Sunshine State, you must first become eligible to do so through a process known as foreign registration. Foreign registration requires that an authorized person submit a cover letter, an application, a certificate of existence, and the appropriate fee to the Florida Division of Corporation for review. Once the application materials have been processed, your corporation will be authorized to transact business in Florida.
After your corporation is registered, you must pay Florida corporate taxes and file an annual report to stay in compliance with the state. Below, find more detailed information on registration, additional required tasks and answers to some common questions.
What is a foreign corporation?
First, let’s define what constitutes a foreign corporation. In this context, the term “foreign” does not only refer to a corporation that was formed outside of the U.S. While it can refer to that, its primary use is describing a corporation that was formed in a state other than Florida. Because all legal business entities are formed at a state level, they must adhere to state-specific laws. This is why corporate tax rates vary from state to state. This is also the reason you must register your foreign corporation before transacting business in Florida.
Do I need to register my out-of-state corporation in Florida?
In some instances, it will not be necessary for you to complete the registration process. The statutes aren’t particularly clear about who is always required to register and who isn’t. However, they do lay out some guidelines for what activities do not warrant a need to register, including:
- Conducting business through an independent contractor
- Holding meetings of the board of directors or shareholders
- Making a specific transaction that is not repeated within 30 days
- Opening and or maintaining a bank account
- Owning property
- Settling any legal proceeding
- Taking on debt in the state
As for who is required, here is a list of activities that do constitute business transaction, according to the statutes:
- Having a warehouse, store, or sales representative in the state
- Having employees or payroll in the state
- Obtaining a business license in the state
Is there a penalty if I don’t register?
It’s very important that you register your out-of-state corporation in Florida if you plan to expand your company into the state. While some of the guidelines are ambiguous and whether your corporation is required to register or not may be confusing, you are responsible for finding out for sure if you are in compliance with the state. If you are transacting business in Florida without first registering, you will be subject to pay any back taxes and a fine of at least $500.
Out-of-State Florida Corporation Paperwork Requirements
To fully complete the registration process, you must submit a cover letter, a completed application, a certificate of existence, and the correct filing fee. Here’s some more in-depth information on those requirements:
There are thirteen different information items that are required on the application. In order to submit the application, you must complete the application in its entirety. fRead on for more information regarding what is required.
- Name of Corporation
The first information item that is required is the name of your corporation as it was formed originally. If the name of your corporation has already been taken in Florida, you may still operate your corporation in the state under an alternative name. According to §607.157 of the Florida statutes, if you select an alternate name, it must comply with the Florida corporate naming guides and it must include a term that identifies your company as a corporation (i.e. Corp., Inc., Co., or Incorporated).In the event that you must choose an alternate name, it will be cross referenced with the original name of your corporation in the Florida business records. All business that your corporation conducts in Florida must be conducted under the alternate name, not the original name of your company.
This space is reserved for the name of the state your company was originally formed in.
- FEI Number
The term “FEI Number” is used on the application, but this phrase is better known as an EIN or as a federal employer identification number. This number is issued by the internal revenue service (IRS) for tracking and tax purposes. Since you are expanding your corporation, it is very likely that you already have applied for and obtained this number. You do not need a new one to register your corporation in Florida. Add the one your corporation was originally issued in this space.
- Date First Transacted in Florida
In this area, list the date that you first transacted business in Florida. If you have yet to conduct any business activities, you can put today’s date. It’s important that you provide the correct date because you may be responsible for back taxes and a penalty if your corporation was involved in business operations before registration.
- Date of Duration
If your corporation is not perpetual, provide the date of duration in this space.
- Street Address of Principal Office
Provide the address of the location where the business of your company is transacted in this space.
- Mailing Address
If where your corporation receives its mail is not the same as the principal office, provide the mailing address in this space.
- Name and Street Address of Florida Registered Agent
The registered agent information for your corporation is a critical element of the application and your business operations. To incorporate your company, you first had to have a registered agent in the original state of formation. Now that you are expanding to Florida, you must also have a Florida registered agent.A registered agent acts as the “go between” for the state and your corporation. Any official correspondence intended for your corporation will be sent to your registered agent. This ensures that there is an entity available during all business hours, who can receive important paperwork and service of process should your company ever be summoned. Not only is this useful, a registered agent is legally required.Your registered agent in Florida must have a physical street address in the state. A P.O. box address is not permitted. If you have a physical address in the state, you can serve as your own registered agent, but since your corporation is expanding to Florida, it is likely that you will need to hire someone to fulfill this duty.Sunshine Corporate Filings LLC has served as a registered agent for thousands of Florida companies. We know how to be the best registered agent because we have done it for so long and for so many legal business entities. There’s an art to making sure your provide all of the best services (and none of the useless ones) for the best price in the market. We’ve got that down and we want to pass those perks on to your business. If you’re still seeking the registered agent of your dreams, hire us today to help your corporation expand into Florida.
- Registered Agent’s Acceptance
Before your application can be processed, you must obtain the signature of your registered agent to legitimize their appointment to the position. Once your hire Sunshine Corporate Filings as your Florida registered agent, you give us the permission to sign this document and return it to you. Or, once you sign up, you can download a pre-signed document that is ready to be filled in and filed.
- Certificate of Existence
In addition to the information you are required to provide, do not forget to include the certificate of existence in your application packet.What is a certificate of existence?
One of the items that the Florida Division of Corporation requires to register as an out-of-state corporation is a certificate of existence from the corporation’s state of origin. This certificate provides proof of legitimacy and that the company is current on state fees and annual reports. The certificate must be submitted to Florida within 90 days of being issued, otherwise it will not be accepted.
- Names and Business Addresses of Officers and/or Directors
In this section, provide the names of the elected directors and officers of the corporation.
- Signature of a Director or Officer
The application must be signed by a director or corporate officer before it can be submitted to the state for processing.
- Typed of Printed Name and Capacity of Signor
In addition to the signature, type or print the name of the signor and provide the capacity of the signor as well.
What is the filing fee?
The filing fee to submit the application to register your out-of-state corporation in Florida is $70. If you would like to receive a certified copy of your filing, there is an additional $8.75 fee.
How to Submit the Application
To submit your application to operate your out-of-state corporation, you must either send or hand deliver it to the Florida Division of Corporation. For this filing, Florida does not yet offer an option to file online.
If you want to submit by mail, send the application, application materials, and a check in the correct filing amount to:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
If you want to deliver your application and application materials by hand, you, or a courier, can take them to:
Division of Corporations
2661 Executive Center Circle
Tallahassee, FL 23201
Do I need to file an annual report?
All corporations in Florida, whether formed domestically or if they are registered out-of-state corporations, are required to file an annual report with the Florida Division of Corporation. It is likely, depending on what state you formed in or what states you are registered in, that this annual report will be in addition to other annual reports you are required to file based on state regulations.
For Florida, all annual reports are due between January 1st and May 1st the year following formation or registration. If you do not file your annual report in the appropriate time window, you will be subject to a $400 late fee. The Florida Division of Corporations is very strict about this fee and getting it waived is impossible. Furthermore, if you do not file your report by the third Friday in September, your privilege to do business in the state will be revoked.
How do I complete the annual report?
Now that you know you are required to file an annual report, you may be wondering exactly how to accomplish that. The annual report must be filed online at www.sunbiz.org. You will be required to provide the document number that you were issued when your application for certificate of authority was processed. If you don’t remember your document number, you will have the opportunity to look it up online.
In addition to that number, you must also provide the following information on your annual report:
- Name of the corporation
- Principal office addresses
- Mailing address
- Date of organization
- Jurisdiction of formation
- Date your corporation was authorized
- Name, title, and address of at least one corporate director
Do I need to pay taxes?
As a corporation registered in Florida, you will be required to pay the Florida Corporate Income Tax. The amount you will owe is dependent upon the taxable income or your corporation and regulations specific to Florida. There are lot of factors that might make doing your taxes tricky—one of those being that your corporation is operating in more than one state. It’s a good idea to have a professional weigh in if you have any questions.
As always, keep in mind Florida’s late fees. If you submit your tax filing after the deadline, you will accrue a penalty of 10% of any unpaid tax for each 30 days. If you do not submit your payment, this amount will increase up to 50% of the total unpaid tax.
Why choose Sunshine Corporate Filings LLC as your Florida Registered Agent?
Sunshine Corporate Filings LLC is the best choice for those corporations looks to expand their range of business into Florida. We offer various services and packages tailored to companies at all levels. We’ve been in this industry long enough to know exactly how to do this job the best. We guarantee champion service, from us to you, every day we’re hired for the job.
This is what is included in our registered agent service package:
- Client Account With Dependable Security
- Physical Florida Address
- Limited Mail Forwarding
- The Best Price in the State
- Official Business Documents
- And Much More
Here are step-by-step instructions on how to register your out-of-state corporation in FL.
- Get All Materials Ready
Before you will be able to complete and submit your application, you should get all the necessary application materials in order. These include: a certificate of existence from the original state of formation, the filing fee, the completed cover letter, and the completed application. You will also want to have your FEIN ready as well as your registered agent information.
- Choose a Registered Agent
If you have not selected a Florida registered agent, you will need to choose a person or entity to fulfill the registered agent requirements. Since you are expanding to FL, it is likely that you will need to hire this task out. Once you have selected your registered agent, you will need to provide their information and their signature on the document.
- Complete the Application
The application and cover letter are available as a PDF for download on the Florida Division of Corporation website. Enter all the required information, procure the necessary signatures, and prepare the application packet for signature.
- Submit the Paperwork
Once the packet is good to go, submit it to the Florida Division of Corporation in person or via mail. For an additional fee the filing office will issue you a certified copy of the application for your records.
- File an Annual Report
If you have provided all of the necessary information to complete your application, it will be approved by the division and your corporation will be issued a certificate of authority to conduct business in Florida. At this point, you may proceed with any business transactions. However, you are required to file an annual report for your corporation between January 1st and May 1st the year after filing. The annual report can be completed online and the filing fee is $150.
- Pay Taxes
Your corporation will be subject to the Florida Corporate Income tax. Make sure you pay the appropriate amount for your corporation.