Florida Out-of-State LLC Registration
To form an LLC, the formation process must be done at the state level. Therefore, every state has its own specific requirements on what paperwork and fees must be submitted in order to create the business entity. When you form an LLC in one state, and want to expand to another, you must complete a registration process with the department of state to make sure your business is legally authorized to transact business. This process is not the same as creating another LLC; it is unique to previously-formed LLCs that want to expand their business into new regions.
What is an out-of-state LLC?
In state statutes, an out-of-state LLC is referred to as a “foreign LLC.” This does not necessarily imply that said LLC was formed in a different country. While that could be the case, it typically means that the LLC was formed in a state other than Florida.
LLCs that are formed in Florida are governed and created under a specific Florida statute known as the “Florida Revised Limited Liability Act.” LLCs that are formed in other states are governed and created under the laws specific to that state. Each state has a portion of their statutes that particularly addresses how an out-of-state (or “foreign”) LLC should do business in their state.
Who needs to register?
When it comes to which out-of-state LLCs are required to register, the broad rule is any company that is “transacting business” in Florida is required to register with the Florida Division of Corporations. It goes without saying though, that the phrase “transacting business” is quite vague. While the Florida statutes don’t outline what that means exactly, they do provide an idea of what it doesn’t mean. For example, §605.0905 of the Florida Revised Limited Liability Company Act states that the following activities, among others, DO NOT constitute transacting business if they occur in Florida:
- Maintaining, defending, or settling any proceeding
- Holding meetings of the LLC managers or members
- Maintaining a bank account
- Maintaining a manager(s) or agencies for the transfer or exchange of securities
- Selling through an independent contractor
- Soliciting or obtaining orders
- Creating debt
- Transacting business in interstate commerce
- Conducting an isolated transaction that is completed within 30 days and is not a similar transaction to the ones that have been conducted before or will be conducted after it
- Owning a subsidiary company
- Owning property
This, in typical statute fashion, is not an exhaustive list. There are many other activities that could be considered transacting business and, if you’re reading this section of the Florida statutes, there are probably some that are ambiguous in nature. If you have more complex questions and want to make sure that you are operating your business legally, it’s a good idea to consult a business professional.
How do I register my out-of-state LLC?
Registering your out-of-state LLC in Florida is a relatively straightforward task that requires an authorized individual to file a registration document called an “Application by Foreign Corporation for Authorization to Transact Business in Florida,” provide proof of existence or proof of good standing, and pay a filing fee. Once that is completed, you will be issued a certificate of authority that grants you permission to transact business in the Sunshine State.
What is a certificate of existence?
To complete your registration filing, you must also submit a certificate of existence. In some other states, this document is referred to as a certificate of good standing. A certificate of existence is a document that affirms the legitimacy of your LLC and ensures that you are current on any fees and annual report requirements in your original state of formation. You must submit this document within 90 days of obtaining it from your original state of formation. A photocopy of this document will not be accepted; you must submit an original.
To complete the registration process, submit the completed cover letter and the completed application, (including the correct fee as well as the certificate of existence/certificate of good standing) to the Florida Division of Corporations.
A PDF copy of the cover letter and the application is available for download from the Florida Division of Corporations website.
All applications must include the completed cover letter. On the cover letter, you must provide the name, address, and email address of the submitter as well as a point of contact. Note on the cover letter what fee amount you will be including as well.
Listed below are the required specific areas of information as they appear on the application for certificate of authority.
Name of LLC
The name of your out-of-state LLC must be distinguishable from any LLC on file with the Florida Department of Corporations. If the name of your LLC has already been chosen in Florida, you must operate in the state under an alternative name.
The name of your company, whether it is the original name or an alternative name, must include an identifying term that indicates that the company is a limited liability company.
You must also list the state that your LLC was originally formed in.
“FEI Number” is the terminology used on the application; however, this item is more commonly referred to as an EIN. Both of these abbreviations stand for “Federal Employer Identification Number”–which is a unique, nine-digit number issued by the Internal Revenue Service (IRS). Since you have already formed your LLC and are expanding it into Florida, it is likely that you have an EIN. When you register your company in other states, you must provide your original EIN number. You do not need to register for another one.
Date First Transacted Business in FL
If you have been transacting business in Florida without a certificate of authority and are now applying for one, provide the date of your first transaction here.
Street Address of Principal Office
Here, provide the street address of the principal office of your business.
If your mailing address is different from your principal office address, list it in this space.
Name and Street Address of Florida Registered Agent
In this space, enter the name and street address of your Florida Registered Agent. A Florida registered agent must have a physical address in Florida; a P.O. Box is not acceptable.
Registered Agent’s Signature
In order to legitimize their appointment, your registered agent must sign and date this document in the space provided.
Name and Address of Persons of Authority
Next, provide the names and addresses of the people who are authorized to manage the LLC.
The fee to register your out-of-state LLC in Florida is $125.00. If you would like a certificate of status issued by the Florida Division of Corporation, there is an additional $8.75 fee. You can select what additional documents and copies you would like, and include the additional fees with your filing fee payment.
The application and application materials can be sent or delivered to the Florida Division of Corporations.
To send the application packet, complete all required materials and include a check or money order for the payment amount that you selected on the cover letter. Once the Division of Corporations receives your packet, they will begin processing the application.
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
To deliver the application materials, bring them (or have them delivered via courier), and the filing fee payment to the Division of Corporations Registration Section in the Clifton Building.
Division of Corporations
2661 Executive Center Circle
Tallahassee, FL 32301
If I don’t register, what happens?
If you neglect to register your out-of-state LLC before conducting business in Florida, you run the risk of being required to pay any back taxes and accruing some pretty serious fines, including a penalty of up to $500. If you aren’t sure if your LLC is required to register in Florida, double check the state statutes or consult a business professional with any questions.
What about an annual report?
All legal business entities in Florida are required to file an annual report with the Florida Division of Corporations. An annual report is a document that provides current information regarding your business to the state for record and documentation purposes. You must file this report, even if your information hasn’t changed since the last report.
Your annual report is due between January 1 and May 1 of the year after your register your LLC in Florida. If you file outside of that time window, you will be required to pay a $400 late fee. If you do not file by the third Friday in September following that time window, the rights of your out-of-state LLC to conduct business in Florida will be revoked.
Florida LLC Out-of-State Annual Report
There are a couple of ways to file your annual report. By far, the most popular is the online filing option. To file online, you must provide the document number of your entity to proceed through the online steps. If you don’t know, or don’t remember your document number, you can search the Florida Corporation Division records to find it. If you file online, you can pay by card. The annual report fee for an LLC is $138.75.
You can also file a hard copy of your annual report via mail or hand-delivery. If this is your preferred filing method, you must submit payment via a check or money order.
When you file online, your report is immediately posted. If you are filing with a hard copy, it could take 5 days or more for your report to post.
What information is required on the annual report?
You are required to provide your federal employer identification number (better known as an “EIN”), the principal address of your business, the entity’s mailing address (if it is different from the principal address), and the name and address of your registered agent.
Can I file late?
If you do not file your annual report by May 1, you will be penalized with a $400 late fee. If you do not file an annual report by the third Friday in September, then your certificate of authority to conduct business in Florida will be revoked.
How do you choose a registered agent?
When it comes to choosing your registered agent, this is not a decision that should be made lightly. Your registered agent acts as the middle man between the state and your company. They receive any legal correspondence on your behalf and are legally required to be available during all business hours. If you’re expanding your company into Florida, you’ll want to choose the best one with the highest quality service. That just happens to be us here at Sunshine Corporate Filings LLC.
We have served thousands of companies over our years in business and we know exactly what a company needs and exactly what kind of stuff is just fluff. We’re never going to short change you or up-sell you. We do exactly the job you need and we do it right.
What about taxes?
Your LLC may be required to pay taxes to the state of Florida depending on what kind of business it is conducting in the state. For example, if your company has an office, employees, independent contractors, or is leasing property in the state, it will be taxed. As with any state, taxes are always complicated. Florida provides many helpful resources for learning more about the tax status of your LLC on the Florida Department of Revenue website. This is a good place to start if you have questions.
How can we help?
Sunshine Corporate Filings specializes in elevating businesses so they can achieve their goals and meet their marks. We offer superior registered agent service and can outfit your company with the mail forwarding and virtual office services you need to get all the jobs done. If you are expanding your LLC into Florida, we’re the best choice. Hire us today and we’ll bring our quality products and dependable service to your team.
If it’s a Florida registered agent you need, here’s what is included in our registered agent service package:
- Reliable and Respectable Florida Address
- Quality Support Staff
- Secure Client Account
- 365 Days of the Most Reliable Registered Agent Service
Registering Your Out-of-State Corporation in Florida
If you’re expanding your out-of-state LLC into Florida, here’s how it’s done:
- Obtain All Materials
Before you can proceed with filing your application to register your out-of-state LLC in Florida, make sure you have a certificate of existence or certificate of good standing that has been issued from the original state of formation within the past 90 days.You will need the $125.00 filing fee and the completed cover letter and application. This document can be found online from the Florida Division of Corporation. One you have these things, you are ready to move on to Step 2.
- Choose a Registered Agent
One of the information items that you are required to provide on the application is the name and address of your Florida registered agent. When you’re expanding your LLC into a new state, it is important to choose a registered agent that is reliable, respectable, and will make your life as a business owner easier. There are many choices to wade through, but we can confidently say that we are the best in the state. From our incredible real live human support staff available to answer (no phone robots!) any questions you have, to our IT team that keeps your account secure and your user experience top notch, we’re number one. Honestly if we had to choose a registered agent, we’d choose ourselves. It’s not that we’re conceited; we would just want the best for our business.
- Complete Paperwork
As soon as you have all the information you need, it’s time to complete the application and the cover letter. Fill in the required information and get the signature of your registered agent, and you’re ready to proceed.
- Submit Application Packet
Now, it’s time to submit your application packet to the Florida Division of Corporation. You can send this packet, or you can hand deliver it yourself, or via courier. If you are mailing the documents, include your payment in check or money order form; do not send cash through the mail.
- Do Business
Once your application is processed, you are ready to get down to business in the Sunshine State. Your certificate of authority grants you the same abilities as a domestic Florida LLC.
- File an Annual Report
After your company is registered to operate in Florida, the next requirement is filing an annual report. The annual report is due between January 1 and May 1 the year following registration. All legal entities in Florida are required to file an annual report. If you miss the deadline, you will be hit with a hefty fine, so it is a good idea to keep track of when yours is due.