Florida Out-of-State Corporation Registration
Ready to expand your business to the Sunshine State?
If you have incorporated your company in another state and want to do business in Florida, you must register your out-of-state corporation through a process called foreign qualification. There are a few steps to complete before you can legally transact business in Florida.
Want to do it the easy way? When you hire us to register your foreign corporation, we’ll include:
- 365 days of quality registered agent service
- Use of our reliable Florida business address
- Website and Phone Service free for 90 days
- Enrollment in Annual Report Renewal Service
- A local team of client support experts
- Secure client account to manage your business documents
Every day, Florida Registered Agent LLC helps corporations expand into new states and grow their business. We provide exceptional registered agent service and guarantee the best value and price in the industry.
Broaden Your Business Reach
“Very patient, helpful, and very knowledgeable in the process of doing a foreign filing with the State of Florida. I would highly recommend anyone who uses Florida Register Agent LLC to ask for Amos, he is the best agent I have every worked with.”
What Is a Foreign Corporation?
A foreign corporation is a business that has incorporated in one state expanding applying to do business in another state. They’re also known as out-of-state corporations.
When the time comes to set up shop in another state, your corporation—formed under the laws of its original state of formation—will not be authorized to immediately start transacting business. You first need to complete the foreign qualification process outlined by the Florida Department of State Division of Corporations.
Completing foreign qualification grants your business a Certificate of Authority, which permits you to conduct business in the Sunshine State. This does not mean that you have two separate companies. It only means that you can now legally operate your business from two different states, and you’ll be subject to the taxes, rules, and regulations of each.
Who should register an out-of-state corporation in Florida?
According to §607.1501 of the Florida Statutes, “A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Department of State.” The statute further explains what DOES NOT constitute transacting business, including:
- Maintaining, defending, or settling any legal proceeding
- Holding meetings of the board of directors or shareholders
- Maintaining bank accounts
- Selling through independent contractors
- Creating or acquiring debt
- Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature
- Owning real or personal property
However, the statutes do not particularly clarify what kind of activities DO constitute transacting corporate business in Florida. Some obvious examples of transactions that would require registration are:
- Applying for and obtaining a business license in Florida
- Having a physical presence in the state, such as a warehouse, store, or sales representative
- Having employees or payroll in Florida
What happens if you don’t register?
The lists for which corporation is required to register and which is not are by no means exhaustive. With the advent of internet commerce, this line is often blurry, and honestly, it can be a little confusing. If you are required to register, and you don’t, you are subject to any back taxes or fees and a civil penalty of at least $500, but not more than $1,000. If you have any questions regarding if your corporation may be required to register and obtain a certificate of authority, consider consulting a professional to evaluate your situation.
We’ll Register Your Florida Foreign Corporation
We make foreign qualification easy. Our client support team have become experts at navigating Florida’s byzantine business registration processes thanks to over a decade of experience providing business formation and registered agent services.
Florida Registered Agent LLC specializes in dependable and efficient business services. We believe in the value of business growth, and supporting companies and their expansion into new levels of success is our number one priority. Here’s what we offer with every service package:
Permanent Business Address
“Principal office address” is the term the Division of Corporations uses for your business address. For most businesses, the principal address is the same as the mailing address, but Florida will allow you to use a different mailing address if you like.
When you hire us, you can use our Florida business address as your principal address and mailing address.
Renewal Service
All Florida corporations must file an Annual Report before May 1st in every calendar year. Failure to file can result in a penalty of $400, and eventually your business will face administrative dissolution by the state.
We protect you from these penalties with enrollment in our Renewal Service ($100 + state fees, charged at time of filing.) It’s easy to cancel this service in your client portal.
Dependable Local Expertise
Businesses applying for foreign qualification in Florida need a registered agent with boots on the ground. We have years of experience serving as the registered agent for thousands of businesses across the Sunshine State. We understand the laws around Florida registered agents and Florida business formation, and we’re prepared to act as your contact within the state.
Reliability and Security
We pride ourselves on our proprietary technology and our privacy measures—we don’t use popular, easy-to-hack technology that’s shared with other companies, and we’ll never sell your information to third parties. We know that the notices you receive may contain sensitive information, and the safety of your documents is our priority. View and manage all of them from your secure online account.
“I felt like the price was fair and the service they provided was easy and efficient. Once I got setup and paid I was off to the races.”
Step-by-Step Guide to Foreign Qualification
Registering your out-of-state corporation in Florida requires you apply for foreign qualification. This is just the name for the formal process by which your out-of-state corporation can legally transact business in Florida.
1. Obtain a Certificate of Existence
After you have made the decision to register your corporation in Florida, the next step will be to obtain the documents and information needed to complete the filing. In this case, the most complicated document to get will be a copy of the certificate of existence from the original state of incorporation. This can be completed through the Secretary of State office, and it must be submitted within 90 days of issuing; otherwise the document will be null. It is a good idea to make sure to get a hold of this before you plan to file your application or it will be denied.
2. Choose a Registered Agent
You will not be able to submit your application without choosing and listing a Florida Registered Agent. A Florida Registered Agent is required to have a physical street address in the state and is legally bound to receive legal correspondence on your behalf. If you are expanding to Florida, it’s likely that you do not have a physical address in the state and thus will need to hire a registered agent. Florida Registered Agent LLC is top pick for the job. Boasting years of helping businesses succeed, we know how to do our job, and we know how to do it well. When you hire us, we make sure that we fulfill our duties to you—no matter what.
3. Complete the Application
Once you have chosen your registered agent, you can proceed to completing the application. There is a fillable PDF of the application available for download online from Sunbiz.org.
4. Submit the Necessary Documents and Fees
You must submit the application package to register your out-of-state corporation either in person or via mail. At this time, Florida does not provide an online filing option. Remember to include the filing fee in check form, made out to the Florida Department of State.
5. File an Annual Report
The year after your corporation is registered, your company’s annual report will come due. You must file this report online between January 1st and May 1st. If you do not file before May 1st, you must pay a $400 penalty fee. If you do not file before the third Friday in September, the state will terminate your authority to do business in Florida.
When you hire us to register your foreign corporation, we’ll submit your annual report for just $100 plus state fees. Our team of experts will track your due date and help ensure your business remains compliant with the state. You won’t be charged any additional upfront fees. If you prefer to file yourself, you can easily cancel our renewal service inside your client account.
Business Website & Phone:
Claim Your Free 90-day Trial!
Order our foreign corporation registration and receive a 90-day free trial of our web & virtual phone services!
This package allows your to build a professional, polished website and keep your personal contact information private with a business email and phone line.
Our Florida Business Identity web & phone package includes:
- Domain name of your choice (ex: “YourBusinessNameHere.org”)
- Website with SSL security built with templates easy to modify and customize
- Up to 10 email addresses at your domain (ex: “[email protected]”)
- Virtual phone service & a number with a local Florida area code
Plus, our web services team offers zero-cost, individualized assistance setting up your website. If you have any questions, give us a call during business hours. We’ve got REAL people standing by to help you through the process.
Domain service is FREE for a full year (up to $25 value) with affordable renewal options ($25 a year on average). All other services are FREE for 90 days, and then $9/month after that. If you keep all of the services after the trial, you get a 20% discount.
Complete the Application to Transact Business in Florida
The Application by Foreign Corporation for Authorization to Transact Business in Florida must be submitted with your Certificate of Existence (also called a Certificate of Good Standing) and filing fee. We’ll walk you through the application.
Name of Corporation
In this section, you must provide the exact name of your corporation as it was created in the state of formation. If the name that you selected in that state is unavailable in Florida, you may select an alternate name according to §607.157 of the Florida Statutes. This alternate name must comply with the Florida corporate naming guides and include an identifying term that denotes your company as a corporation (i.e. Corp., Inc., Co., or Incorporated).
If you must choose an alternate name, it will be cross referenced with the original name of your corporation in the official Florida business records. However, all business that is transacted by the corporation in Florida must be conducted under the alternate name.
Jurisdiction
On this line, list the state in which your company was originally incorporated.
FEI Number
The term that is used on the official application is “FEI Number;” however,“EIN” is the term you may be more familiar with. Both terms refer to what is officially known as the Federal Employer Identification Number. It is a unique, nine-digit number issued by the Internal Revenue Service (IRS) for tax purposes.
If you have a social security number, getting an EIN is a simple process. If you don’t, it’s a little more complicated. However, you must have one if you plan to hire employees or pay taxes in your state of origin or Florida. Keep in mind that you do not need two EINs. You must list the same one on business documents in all states that you register to conduct business in.
Date First Transacted Business in Florida
You are also required to list the date that your corporation first started transacting business in Florida. If you have been conducting business before obtaining a certificate of authority, you may be responsible for any back taxes and a penalty.
Date of Duration
If your corporation is not perpetual, provide the date of duration in this field.
Street Address of Principal Office
The principal office is where the official business of your company is transacted.
Mailing Address
The mailing address of your corporation is where the company receives its mail.
We provide an array of Florida mail scanning service packages for businesses that want to establish a business mailing address in Florida.
Name and Street Address of Florida Registered Agent
All corporations registering to do business in the Sunshine State must provide a Florida registered agent. The primary responsibility of a registered agent is to act as a liaison between the corporation and the state by receiving any official legal documents on behalf of the company. Your registered agent is required to be available during all business hours to receive correspondence, and they MUST have a physical street address. P.O. Box addresses are not permitted.
Choosing your registered agent is an important step in guaranteeing the success of your business growth. You want to make sure that your registered agent is reliable, stable, and organized—especially if you are registering your corporation in a new state and doubling the amount of tax and business requirements you must pay attention to. Florida Registered Agent is the business advantage when it comes to providing you the stability you need to get the momentum required to achieve your business goals.
Registered Agent’s Acceptance
In order for your application to be processed, your registered agent must provide an authentic signature stating that they have accepted the appointment as registered agent and agree to comply with the responsibilities required as a registered agent.
Certificate of Existence
You are required to include a Certificate of Existence, no more than 90 days old, from the original state of formation with the application submission. (Your home state may refer to this as a Certificate of Good Standing.)
Name and Business Address of Officers and/or Directors
This space is provided for you to list the names and addresses of the elected directors and officers of the corporation.
Signature of a Director or Officer
Before you submit the application to register your out-of-state corporation, it must be signed by a director or officer of the corporation.
Typed or Printed Name and Capacity of Signor
Once the application has been signed, the signor must provide their printed name as well as the capacity in which they signed the document.
Cover Letter
While technically not a part of the application itself, you’ll still need to complete the attached cover letter. On it, provide the name of the corporation and the name and address of the person responsible for receiving correspondence related to your application and your Certificate of Authority.
Submitting your Application
Filing Fee
There is a $70 filing fee to register your out-of-state corporation in Florida. For an additional $8.75, you can complete the filing and receive a certified copy.
How do I submit the application?
At this time, Florida does not provide an online option to file this particular application. To submit the application and application materials, you must either mail it or hand deliver it to the Florida Division of Corporation.
The mailing address is:
Division of Corporations
Registration Section
P.O. Box 6327
Tallahassee, FL 32314
The street address for hand delivery is:
Division of Corporations
Registration Section
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 32301
Frequently Asked Questions
What is a certificate of existence?
A certificate of existence is a document issued by your corporation’s original state of formation, typically granted by the Secretary of State for a small fee. It certifies all fees, reports, and legal requirements for your corporation are current.
You’ll need one to apply for foreign qualification, which will let you legally transact business in Florida. Note that your Certificate of Existence must be dated within 90 days of filing your Application by a Foreign Corporation for Authorization to Transact Business in Florida. Otherwise, your application will be denied.
Am I required to file an annual report?
In addition to any other requirements for annual reporting in your state of formation, all corporations doing business in Florida must file an annual report.
The first annual report is due the year following registration, between January 1st and May 1st. The filing fee is $150.00. If you do not file the report by May 1st, you will be penalized with a $400 late fee. There is no provision to waive this fee. If you do not file your report by the third Friday in September, your certificate to do business in Florida will be revoked.
You must complete the annual report filing online at www.sunbiz.org using the document number that is provided to you upon completing foreign registration. Once you submit your report online, it will be processed and posted immediately.
What information is required on the annual report?
On the annual report for your out-of-state corporation, you must provide the following information:
- Name of your corporation
- Principal office address
- Mailing address
- Date of organization
- Jurisdiction of formation
- Date your corporation was authorized to conduct business in FL
- FEIN
- Name, title, and address of at least one corporate director
What kind of taxes will I be required to pay?
In Florida, corporations that are conducting for-profit business are subject to the Florida Corporate Income Tax. The tax amount is determined using the corporation’s federal taxable income and Florida-specific adjustments. According to the Florida Department of Revenue, “A corporation doing business outside Florida may apportion its total income. Adjusted federal income is usually apportioned in Florida using a three-factor formula. The formula is a weighted average, designating 25% each to factors for property and payroll, and 50% to sales.”
As always, taxes can be confusing. It’s likely that if you are operating a corporation in more than one state, you already have a professional enlisted to help you make sense of it all—but if you don’t, get one.
Keep in mind that if you submit your tax filing late, you will accrue a penalty of 10% of any unpaid tax for each 30 days. This amount will continue to increase up to 50% of total unpaid tax if you do not submit payment.
Ready to Start Your Florida Business?
Form a Business
$149
+ state fees
Order Registered Agent
$49
/ year