What is a foreign LLC?

The term “foreign LLC” can be a little misleading. Typically, the word “foreign” is used in a context that indicates something is separate on a national level. In this case, “foreign” refers to any entity that was formed in another county OR another state. That’s why foreign LLCs are also known as out-of-state LLCs.

If you have formed an LLC in another state and have aspirations of conducting business in Florida, you must first register your company with the Florida Department of State Division of Corporations. Registering your company doesn’t mean that you form an entirely new LLC. Instead, there is a specific process required for you to grow your company in the Sunshine State.

All states require that you list a registered agent on your formation paperwork when you form a legal business entity. This registered agent is particular to the state of formation and must possess a physical address in that state. When you register your out-of-state LLC in Florida, you must also have a Florida registered agent with a physical address in Florida.

Florida Registered Agent LLC provides registered agent service for out-of-state LLCs daily. We’re the best in the industry. We offer affordable, efficient, and reliable service day in and day out. For those just starting out in Florida, or those looking to add the state to their enterprising area, Florida Registered Agent LLC is the business advantage.   

Florida Out-of-State LLC Registration

If you are operating a LLC that was formed in a state other than Florida, and want to expand your company into the Sunshine State, you must first register your LLC with the state before your start doing business. Here is some general information, a few FAQs, and a step-by-step explanation regarding that process.       

Who should register an out-of-state LLC in 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.

What happens if you don’t register?

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.    

What kind of paperwork is required?

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.

What is a certificate of existence?

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.       

What information is required on the application?

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

  1. Name of Foreign Limited Liability Company

    This section is where you provide the name of your limited liability company. If the name of your LLC is not available in Florida, according to §605.0906 of the Florida Statutes, you are permitted to use an alternate name that complies with the Florida LLC naming requirements. This name must include an identifying term that denotes your company as an LLC.

    The registered name of your LLC in Florida will be cross referenced with its original name in the official state records. All business that is transacted in Florida must be transacted under its registered name, rather than the original name in the state of origin.            

  2. Jurisdiction

    On this line, list the state in which your LLC was originally formed.

  3. FEI Number

    “FEI Number” stands for Federal Employer Identification Number (FEIN). This is a unique, nine digit number that is issued to your company by the Internal Revenue Service for tax purposes. There is no fee to get an FEIN, and the process is quick and simple—especially if you have a social security number. If you are not a US citizen, it not impossible to get a FEIN, but it is a little more complicated.

    This number is necessary if you have hired employees or pay taxes. It is likely that you already have one of these. You are not required to get a new one specific to Florida. You are only required to list the one you have already been issued.

    If you do not have a FEIN, for an additional fee, Florida Registered Agent can complete the process and obtain one on your behalf.

  4. Date First Transacted Business in Florida

    If your LLC started doing business in Florida without first obtaining a certificate of authority, you must list the first date of transaction on this application and you may be responsible for paying a penalty.

  5. Street Address of Principal Office

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

  6. Mailing Address

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

  7. Name and Street Address of Florida Registered Agent

    In this section, you must provide the name and address of your Florida registered agent. Even though your LLC has a registered address in your state of origin, you must also have a registered agent in Florida. The address of your registered agent must be an actual, physical street address. P.O. Box addresses are not permitted. In addition to the name and address, your registered agent must also accept and sign the application before it can be submitted to the state.

    Florida Registered Agent LLC provides registered agent service for LLCs that want to expand their business into Florida. We help hundreds of companies grow their company into the sunshine state. With the most dependable and efficient service in Florida, we can guarantee that we are the best choice for your registered agent.

  8. The Name, Title, and Address of the LLC Managers

    You must list the name and title of at least one person who is authorized as a manager of the LLC on the application.

  9. 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.

  10. Signature of an Authorized Person

    To complete the application, an authorized person must sign the document stating that all information provided on the application is true.

Completing the Application

Once you have provided all required information on the application, make sure you also complete the cover letter. The cover letter requires the name of the LLC and the name and address of a person responsible for receiving all correspondence.

Filing Fee

The fee to register your out-of-state LLC in Florida is $125. For an additional $30, you can request that a certified copy of your certificate of authority is provided to you.

How do I submit the application?

To submit the documents and fee, you must mail or hand deliver the completed application, along with a check made out to the Division of Corporations.

The mailing address is:
Division of Corporations
Registration Section

P.O. Box 6327
Tallahassee, FL 32314

The stress 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 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 a 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.

What kind of taxes will I be required to pay?

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 (NICE@floridarevenue.com).

The Business Advantage

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Here is what is included in our registered agent service package:

  • 365 days of quality registered agent service
  • Secure client account to manage your business documents
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How to Register your Out-of-State LLC in Florida

Below, find a step-by-step overview of how to register your out-of-state LLC in Florida.

  1. Obtain a Certificate of Existence

    Once you determine that your LLC will need to register in Florida before conducting business, you will need to obtain a certificate of existence from your original state of formation. This can be completed through the Secretary of State Office for a small fee, depending on what state your LLC originates from. This certificate must be current within 90 days before you submit it with your registration documents to the Florida Division of Corporations.

  2. Choose a Registered Agent

    Choosing a registered agent is an important decision in your business expansion plan. A registered agent must have a physical address in the state and, because your LLC was originally formed in another state, it is likely that you do not have a physical address in Florida. Thus, hiring a registered agent is necessary. Florida Registered Agent LLC is the ideal choice for the job. With years of reliability and quality service under our belt, we make sure we fulfill our duties as your registered agent to the highest degree.

  3. Complete the Application

    The Application and adjoined cover letter must be fully completed before submission. There is a fillable PDF of the application available for download from the Sunbiz.org website.

  4. Submit the Necessary Documents and Fees

    In Florida, there is not an option to file the Application by Foreign Limited Liability Company for Authorization online. You must submit this completed application, the filing fee, and the cover letter to the Florida Division of Corporation via mail or in person. You must submit payment for the filing fee as a check, made out to the Florida Division of Corporation.   

  5. File an Annual Report

    After your application is submitted and approved, you will receive a certificate of authority which grants your LLC authority to do business in Florida. In addition to any reporting requirements in your original state of formation, you must also file an annual report in Florida between January 1 and May 1 of the year following registration.