Register a Florida Foreign LLC
A Florida Foreign LLC is a limited liability company that was formed outside of Florida but has registered to do business in Florida. When a foreign LLC wants to do business in Florida, it will need to register with Florida’s Division of Corporations and pay $125 in total state fees.
Northwest can register your foreign LLC in Florida for just $225 + state fees. This includes the paperwork, registered agent service for a year, and a free trial of our identity services that take your business online. We’ll give you a custom domain name free for a year, plus 90 days free of our web hosting and security, business phone number and email address, and a local Florida business address. Plus you’ll get forever access to our attorney-drafted legal document templates, personal help from our Corporate Guides®, and Privacy By Default®.
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GET STARTEDHow To Register a Foreign LLC in Florida
The process of registering as a foreign LLC is called foreign qualification. To register as a foreign LLC in Florida, you’ll need to file an Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida. Follow our step-by-step guide to registering your foreign LLC in the Sunshine State!
1. Appoint a Florida Registered Agent
Right off the bat, you’ll need a Florida registered agent. Your LLC won’t be allowed to operate in Florida without one. Your Florida registered agent will be responsible for receiving service of process (legal documents) and any other state documents or notices. They’ll also need to maintain regular weekday operating hours.
You can act as your own registered agent if you live in Florida, or you can appoint a Floridian friend or business partner, but most out-of-state business owners hire a professional registered agent service.
Hiring a professional registered agent service allows business owners to rest easy because they know their important mail is being handled by a professional. As an added bonus, some professional registered agents (like us) will allow you to list their address on your LLC’s registration documents instead of your own. This helps to keep personal information protected from prying eyes and allows you to live privately.
2. Get a Certificate of Existence
Florida’s Division of Corporations requires each foreign LLC application to be accompanied by a Certificate of Existence, also referred to as a Certificate of Good Standing. This certificate communicates to Florida that your LLC is current on all of its state reports and filing fees. Don’t forget, Florida won’t accept a Certificate of Existence that is more than 90 days old.
The process for obtaining a Certificate of Existence/Good Standing varies by state. In most states you can simply request one online for a small fee and receive it the same day.
3. Launch Your Business Identity
Once your business is up and running in the new state, you’ll want to be able to connect with the new market of consumers. Having a robust and localized digital presence can help build your business’ identity, which in turn will make your business seem more trustworthy and professional, even if you’ve only just started offering services/products. We can help you build a custom website that is securely hosted with an unique domain, plus give you a local business phone number, email, and lease for an address to help establish your business in Florida.
Learn more about how to launch your business identity in a new state.
4. Complete the Application for Authorization to Transact Business in Florida
Your LLC’s foreign qualification process won’t be complete until you file your Application for Authorization to Transact Business in Florida. Here is the information you will need to include on your Foreign LLC application:
- Original name of the LLC
- A proposed new name if the original does not comply with Florida law or is already in use
- The state or jurisdiction where the LLC was originally formed
- Your LLC’s principal business address (must be a physical address)
- Your LLC’s mailing address
- The name, street address, and signed acceptance of the Florida registered agent
- A signature from your registered agent confirming they’ve agreed to perform this role
- The name, title, and address of at least one person with managing authority in the LLC
- A signature from someone authorized to do business on behalf of your LLC
The foreign LLC application also includes a cover letter that acts as a contact sheet. Annual report reminders will be sent to the email address that you list on the cover letter. Submit the cover letter, a Certificate of Existence, and the completed application for foreign LLC registration to Florida’s Division of Corporations.
Ready for some fun (and business) in the Florida sun? Register your foreign LLC in Florida with Northwest.
Florida charges a $100 filing fee for the application, and a $25 fee for registered agent designation. The total cost is $125. If you want a certified copy of your registration certificate, you’ll need to pay Florida an extra $30.
You can file your application online, by mail, or in person.
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
Online: Sunbiz Online Filings
No, foreign LLCs don’t need to file Articles of Organization. When you register a foreign LLC in Florida, you are simply requesting authorization to do business in Florida, not creating a new LLC.
5. Receive your Certificate of Registration
Once processed and approved, Florida will issue your LLC a letter of acknowledgment confirming that your foreign LLC is registered in Florida and cleared to do business. Need a certified copy? Add $30 to your filing fee.
Florida will process online filings in about 4 business days. Mailed filings take 5 business days, plus additional time for mailing. In-person filings are processed the same day.
Florida Foreign LLC Registration FAQ
To amend a foreign LLC in Florida, you’ll need to file a Application by Foreign Limited Liability Company to File Amendment to Certificate of Authority to Transact Business in Florida. The application costs $25 to file (add $30 if you want a certified copy).
Florida’s state statutes don’t define what counts as doing business in the state. However, FL Statute § 607.1501 pinpoints what does not constitute transacting business in Florida—activities like maintaining a bank account, securing debts, or collecting mortgages within the state. Thankfully Florida’s Department of Revenue cites some common examples of business activities that count as engaging in business in Florida. These activities include, but are not limited to:
- maintaining an office or other place of business
- owning, renting, or leasing real or tangible personal property
- assembling, installing, servicing, or repairing products
- delivering goods to customers using a company-owned or leased truck
- hiring employees or agents
Still unsure? Read more about what counts as doing business in another state.
Failure to register your foreign LLC in Florida could result in having to pay back taxes plus interest, as well face as other penalties.
You sure do. Your Florida Annual Report is due between January 1st and May 1st. The report costs $138.75. Reports can only be filed online through Florida’s Sunbiz online filing system. Failure to file your report on time will result in a $400 fine. If you still haven’t filed your report by the fourth Friday in September, Florida may administratively withdraw your foreign LLC.
A foreign LLC in Florida is treated as a pass-through entity. This means that the LLC doesn’t directly pay taxes. Instead, its profits (or losses) pass through the LLC and onto the tax returns of the members of the LLC. The members are then responsible for paying taxes to the IRS.
For more information on Florida taxes, check out our Florida tax guide.
In order to withdraw your foreign LLC in Florida, you’ll need to file a Notice of Withdrawal of Certificate of Authority and pay the $25 fee (add $30 for a certified copy).
