How to Register a Non-US Corporation in Florida

Q: I am currently incorporated [outside the US] and would like to expand into Florida… Can you provide some guidance and possibly some assistance to get my business registered in the US?

Thank you for the great question! Registering an international corporation in Florida is nearly the same as registering an out-of-state corporation in Florida. In both cases, you’ll need to register in Florida as a foreign entity. This is because any business originally formed outside The Sunshine State (even if based in the US) is considered “foreign.” You may need to take some additional steps if your business is international, which will depend on your country of origin. Here’s what you need to know:

1. Hire a Florida Registered Agent

Every Florida Corporation must have a Florida Registered Agent, as per FL Stat § 607.0501. While you can legally be your own registered agent or appoint a friend, you can only do so if you or your friend has a physical address in Florida and is available during regular business hours to accept important legal notices on your company’s behalf.

Because having a reliable registered agent is crucial, many companies prefer to hire a registered agent service like Northwest to handle service of process deliveries for them.

2. Obtain a Certificate of Existence

All out-of-state businesses registering as foreign entities in Florida must provide a Certificate of Existence, also known as a Certificate of Good Standing. Depending on your corporation’s country of origin, this document might be under a different name. The bottom line is, you’ll need an official document (verified by your government) that proves your company has paid all required taxes and fees, and is generally fit to do business.

How current does my Certificate of Existence need to be?

Your Certificate of Existence needs to have been issued by a government authority within 90 days of your application for foreign registration.

Does my Certificate of Existence need to be in English?

If your Certificate of Existence is in a language other than English, you’ll need to provide a translation of the document, under oath of the translator. This means you’ll need to submit two documents to the Florida Division of Corporations:

• The original Certificate of Existence (or equivalent document)
• An official English translation

3. Submit an Application for Authorization to Transact Business in Florida

To do business in Florida as an international corporation, you’ll need to submit an Application by Foreign Corporation for Authorization to Transact Business in Florida ($70). In addition to the application portion of this form, you will also need to submit the accompanying cover letter with the name, address, email address and telephone number of a person connected to your company who can receive correspondence from the state.

How do I file my Application for Authorization to Transact Business in Florida?

Foreign corporations must submit this application either by mail or in person (or courier):

By Mail:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

In Person:
Registration Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303

Do foreign corporations in Florida need to file an annual report?

Yes. All corporations operating in Florida must be sure to file a Florida Annual Report to keep their business active with the state. The filing fee is $150.