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, and our services include the free use of our Florida business address.

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.

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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.

 

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 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 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

 

Florida Registered Agent LLC specializes in dependable and efficient registered agent service. 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 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 –

– 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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