What is a foreign corporation?

A foreign corporation is also known as an out-of-state corporation. 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. Regardless if you incorporated in Paris, Texas or Paris, France, your company is not recognized as legitimate by the State of Florida until you complete the foreign qualification process as per the requirements of the Florida Department of State Division of Corporations.

Once you have a certificate of authority, you will be subject to Florida taxes as well as additional business rules and regulations. 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.     

Laws vary greatly between states regarding most topics, but there are a few things that are always consistent between them: the need for a registered agent when forming or registering your corporation. A registered agent acts as a liaison between your corporation and the state. If you have a physical street address in the state of formation or registration, you can act as your own registered agent. However, many people opt to have a professional company provide this service for them for privacy reasons.

Even if you have a registered agent in the state of original formation, you will still need one in Florida for your corporation’s foreign qualification.

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.

Florida Out-of-State Corporation Registration

If you have incorporated your company in a state other than Florida and want to do business in the state, you must register your out-of-state corporation through a process called foreign qualification. Qualifying your corporation to conduct business transactions in Florida requires a certificate of existence (also known as a certificate of good standing in some states) from your state of origin, a completed application, a Florida registered agent, and a filing fee payment. While the steps are generally straightforward, some of the terminology and rules for which corporations need to register can be a little confusing. Below, find more information to help you seamlessly navigate your expansion into the Sunshine State.

Who should register an out-of-state corporation in Florida?
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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:

  • Having a physical presence in the state, such as a warehouse, store, or sales representative
  • Having employees or payroll in Florida
  • Applying for and obtaining a business license in Florida
What happens if you don’t register?
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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, you may consider consulting a professional to evaluate your situation.

What kind of paperwork is required?
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Registering your out-of-state corporation requires that you complete and file the Application by Foreign Corporation for Authority to Transact Business in Florida. From here on out, this will be referred to as the “application.” In addition to this document, you must include a cover letter that states the name of your corporation, and the name and address of an individual authorized to receive correspondence on behalf of your corporation. The final item you must include is called a certificate of existence.

What is a certificate of existence?
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A certificate of existence is a document that is issued by your corporation’s original state of formation that certifies all fees, reports, and legal requirements for your corporation are current. This certificate is typically issued by the Secretary of State for a small fee. When you receive this, you must include it with your submission within 90 days of its issuing, otherwise your application to receive a certificate of authority will be denied.

What information is required on the application?

The application is broken up into thirteen different numbered sections. They are as follows:

  1. 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.

  2. Jurisdiction

    On this line, list the state in which your company was originally incorporated.

  3. 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.

    If you are expanding your business, it is likely that you already have an EIN. If you don’t, for an additional fee, Florida Registered Agent LLC can help you get yours today. Just select the EIN add-on option when you check out.

  4. 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.

  5. Date of Duration

    If your corporation is not perpetual, provide the date of duration in this field.

  6. Street Address of Principal Office

    The principal office is where the official business of your company is transacted.

  7. Mailing Address

    The mailing address of your LLC is where the company receives its mail.

  8. 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.

  9. 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.

  10. 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.

  11. Names and Business Addresses 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.

  12. 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 of officer of the corporation.

  13. 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.

Completing the Application

After all necessary information has been added to the application and you have procured the certificate of existence from your corporation’s state of origin, the last thing to do is finish the cover letter. You must include the name of the corporation and the name and address of the individual responsible for receiving all correspondence regarding the certificate of authority.

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

Am I required to file an annual report?

All corporations in Florida are required to file an annual report yearly. This report is in addition to any other annual report requirements you must adhere to for other states. The first annual report is due the year following registration, between January 1st and May 1st. The fee for filing the report 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.

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.

How does Florida Registered Agent LLC ensure a business advantage?

When you are ready to move your business into Florida, you want to make sure your registered agent choice is the best one. Florida Registered Agent LLC guarantees efficiency, reliability, and the best price in the industry. Our first priority is supporting businesses, and we do that through making sure our registered agent service is the best.

Here is what is included in our registered agent service package for out-of-state corporations:

  • 365 days of quality registered agent service
  • Secure client account to manage your corporate documents
  • A highly trained client support team ready to help when you need them
  • A reliable, physical Florida address
  • The best price in the state
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How to Register Your Out-of-State Corporation in Florida

Below, find a step-by-step overview of how to register your out-of-state corporation 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 will be required to pay a $400 penalty fee. If you do not file before the third Friday in September, your authority to do business in Florida will be terminated.