Foreign LLC Florida

The Florida law that specifically addresses out-of-state LLCs states that an out-of-state LLC must obtain a certificate of authority if they plan to “transact business” within the state. That’s not exactly the most clear definition of which LLCs are required to register in Florida and which ones might be exempt.

One typical indicator that your LLC requires registration is if your company has a physical presence in the state such as a warehouse, a store, an office, or a sales representative.

However, there are some instances when an LLC will not need to register. For example, if you own property, are defending a lawsuit, have a bank account in the state, are selling through an independent contractor, or are securing debts, you may not need to register. This list doesn’t include everything. If you’re unsure if you need to register, it’s a good idea to consult with a professional before proceeding.

If you don’t register your company and go on to conduct business in Florida without a certificate of authority, you are liable to the State of Florida for any fees and penalties accrued, including a penalty of at least $500 for doing business without the proper permissions. It’s a far better deal to file the documents and make sure your ducks are in a row before you start to grow your business in Florida.

To register your out-of-state LLC in Florida, you are required to submit to the state a completed Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida. In addition to this application, you must also submit a certificate of existence from the state of original formation and a cover letter that includes the name of the LLC, as well as the name and address of an authorized contact person.

A certificate of existence is a document that proves that your business is legally authorized to conduct business in a particular state. It also proves that your business is in good standing with the Secretary of State office and has filed and paid the necessary documents and fees. In some states, this document is also known as a certificate of good standing.

All LLCs and out-of-state LLCs in Florida are required to file an annual report. On this report, you are required to provide the following:

• Name of your company
• Principal office address
• Mailing address
• Date of organization
• Jurisdiction of formation
• Date your LLC was authorized to conduct business in FL
• FEIN
• Name, title, and address of at least one person who has the authority to manage the company

The first annual report is due between January 1 and May 1 of the year following the year your LLC registered to conduct business in Florida.

If you do not file an annual report, your LLC will not be able to defend any action in court and will be subject to fees and penalties. If you do not pay the fees and file the annual report, your certificate of authority will be revoked. Are you worried you’ll forget to file? Hire us to register your foreign LLC, and we’ll submit your report for just $100 plus state fees!

Depending on what the purpose of your LLC is, you may be required to pay taxes to the State of Florida in addition to the taxes required in your state of formation. Some examples of activities that would necessitate tax obligations are:

• Maintaining an office in the state
• Assembling products in the state
• Owning, renting, or leasing property in the state
• Delivering foods to people located in Florida using a company-owned vehicle

When a company’s activities fall in the category that requires taxation, this typically indicates that the company has established nexus in that state. These rules are oftentimes vague and ambiguous so if you have questions, it is a good idea to contact the Florida Department of Revenue via their email address ([email protected]).

No. Anonymous foreign registration is not available in Florida, and neither is anonymous LLC formation. However, with Double (Private) LLC formation, you can form two LLCs that manage each other. If you order our Double LLC package, you’ll be able to use our permanent business address so you can keep your name and address off the public record.