Florida Foreign LLC Registration (How-to Guide)

Are you thinking about expanding your business into the Sunshine State? Registering your foreign LLC in Florida is a great way to tap into new opportunities.

But where do you start?

Don’t worry—this guide breaks down the Florida Foreign LLC registration process into simple, easy steps.

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Florida Foreign LLC Requirements

1. Florida Registered Agent

Your LLC must designate a registered agent with a physical address in Florida. The registered agent is responsible for receiving legal documents and official correspondence on behalf of your LLC.

For convenience and reliability, I recommend hiring a registered agent service provider. The registered agent must have a physical address in Florida and be available during regular business hours.

2. Certificate of Existence

To prove your LLC is in good standing and authorized to do business in its home state, you must obtain a Certificate of Existence (also known as a Certificate of Good Standing) from the state where it was originally formed. This document verifies that your LLC has met all state requirements and is legally allowed to operate.

3. Business Identity

Your LLC’s name must be unique and distinguishable from other business entities registered in Florida. Before registering, check the availability of your LLC’s name on the Florida Division of Corporations website. If your desired name is already in use, you may need to select an alternative name for registration purposes.

4. Application for Authorization to Transact Business in Florida

Complete and file the Application for Authorization to Transact Business in Florida with the Florida Division of Corporations.

This application requires detailed information about your LLC, including:

• LLC name
• State or country of formation
• Date of formation
• Duration of the LLC (perpetual or a specified term)
• Principal office address
• Mailing address (if different from the principal office)
• Name and address of the Florida registered agent
• Names and addresses of the LLC’s managers or members
• A statement confirming the LLC’s compliance with its home state’s laws

Please fill out all sections accurately to avoid delays in the registration process. You can file your application online, by mail, or in person.

You can submit your application by mail using the following address:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

You can submit your application in person using the following address:
Registration Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street
Suite 810
Tallahassee, FL 32303

5. Certificate of Registration

After your application is approved, you will receive a Certificate of Registration from the Florida Division of Corporations. This certificate officially authorizes your foreign LLC to conduct business in Florida. Keep this document for your records, confirming your LLC’s legal status in the state.

How to Form a Foreign LLC in Florida State

Step 1. Selecting Your Business Name (new or existing)

Begin by making sure your LLC’s name is unique and has not been taken by another business in Florida. You can verify name availability on the Florida Division of Corporations website here.

If your desired name is already in use or doesn’t comply with Florida’s naming rules, you’ll need to develop a new, distinguishable name for your LLC.

Step 2. Appointing a Florida Registered Agent (I use Northwest)

Next, you must appoint a registered agent with a physical address in Florida. The registered agent is responsible for receiving legal documents and official correspondence on behalf of your LLC.

You can either choose an individual who lives in Florida or hire a registered agent service. This step is crucial because having a reliable registered agent ensures your business complies with state regulations and doesn’t miss important notices.

I chose Northwest Registered Agent because they offer excellent service tailored to non-residents.

Explore my detailed review and journey with Northwest Agent.

Step 3: Get a Certificate of Existence

Obtain a Certificate of Existence (also known as a Certificate of Good Standing) from the state where your LLC was originally formed. This document verifies that your LLC is in good standing and authorized to do business in its home state. You’ll need this certificate to prove to Florida authorities that your LLC is legitimate and compliant with its original state’s laws.

Step 4: Launch Your Business Identity

Once your business is up and running in Florida, connecting with the local market is crucial. Establishing a strong, localized digital presence can help build your business identity, making your company appear more trustworthy and professional, even if you’re new to offering services or products in the state.

Step 5: Complete the Application for Authorization to Transact Business in Florida

Fill out the Application for Authorization to Transact Business in Florida with the Florida Division of Corporations.

This application requires detailed information about your LLC, including:

• Original name of the LLC
• A proposed new name if the original does not comply with Florida law or is already in use
• The state or jurisdiction where the LLC was originally formed
• Your LLC’s principal business address (must be a physical address)
• Your LLC’s mailing address
• The name, street address, and signed acceptance of the Florida registered agent
• A signature from your registered agent confirming they’ve agreed to perform this role
• The name, title, and address of at least one person with managing authority in the LLC
• A signature from someone authorized to do business on behalf of your LLC

Ensure that accurate and complete information is provided to avoid delays in the registration process.

Florida charges a $100 filing fee for the application and a $25 fee for registered agent designation, totaling $125. You must pay an additional $30 for a certified copy of your registration certificate.

Step 6: Receive Your Certificate of Registration

Once your application is approved, you will receive a Certificate of Registration from the Florida Division of Corporations. This certificate officially authorizes your foreign LLC to conduct business in Florida. Keep this document for your records, as it confirms your LLC’s legal status in the state and allows you to operate without any legal hurdles.

How long does this take?

Florida processes online filings in approximately 4 business days. Mailed filings take around 5 business days, plus extra time for mailing. In-person filings are processed on the same day.

Registration Fee – How Much Does a Foreign LLC in Florida Cost?

When registering a foreign LLC in Florida, knowing the associated costs is important to ensure a smooth process.

Here’s a breakdown of the fees you can expect:

• Application Filing Fee: The primary cost for registering your foreign LLC is the application filing fee, which is $100. When you submit your Application for Authorization to Transact Business in Florida, this fee is paid to the Florida Division of Corporations.
• Registered Agent Designation Fee: In addition to the filing fee, there is a $25 fee for designating a registered agent. This fee is also paid to the Florida Division of Corporations as part of the registration process. The registered agent is responsible for receiving legal documents and official correspondence on behalf of your LLC.
• Certified Copy of Registration Certificate: An additional fee of $30 applies if you need a certified copy of your registration certificate for your records. While this is optional, having a certified copy can be beneficial for various business and legal purposes.

By understanding these costs, you can better prepare to register your foreign LLC in Florida and ensure a seamless entry into the state’s market.

When registering your LLC, you must choose a registered agent with a physical address in Flordia to handle legal documents. This service usually costs between $200 and $1,000. However, I suggest finding a registered agent that charges less than $100. For more information, click here. For more details, click here.

Do foreign LLCs in Florida need to file Articles of Organization?

Foreign LLCs in Florida do not need to file Articles of Organization. Instead, they must file an “Application for Authorization to Transact Business in Florida” with the Florida Division of Corporations.

This application allows the foreign LLC to operate in Florida legally and includes details such as the LLC’s name, principal office address, registered agent information, and other relevant data. Filing Articles of Organization is only required to form a new domestic LLC in Florida.

How are Foreign Entity LLCs in Florida taxed?

Foreign LLCs operating in Florida are generally treated as pass-through entities for tax purposes. This taxation structure means the LLC does not directly pay federal income taxes. Instead, the LLC’s profits (or losses) pass through to the individual tax returns of its members.

Here’s a more detailed breakdown of how this works:

• Pass-Through Taxation: As a pass-through entity, the LLC’s earnings are not taxed at the company level. Instead, the profits and losses are distributed among the members, who report this income on their tax returns.
• Federal Taxes: Each member of the foreign LLC must include their share of the LLC’s profits (or losses) on their personal income tax returns and pay the appropriate federal income tax to the IRS. The amount each member pays depends on their share of the LLC’s income and their individual tax situation.
• State Taxes in Florida: Florida does not impose a state income tax on individuals, so the LLC members do not pay state income tax on their share of the LLC’s profits. However, the LLC may still be subject to other state taxes, such as sales tax, if it sells taxable goods or services within the state and local business taxes, depending on where it operates.
• Self-Employment Taxes: LLC members who are actively involved in running the business may also need to pay self-employment taxes on their share of the profits. These taxes cover Social Security and Medicare contributions.
• Choosing an Alternative Tax Classification: While pass-through taxation is the default for LLCs, members can tax the LLC as a corporation by filing the appropriate forms with the IRS (Form 8832 for C-corporation status or Form 2553 for S-corporation status).
• Compliance and Reporting: Foreign LLCs must comply with federal and state tax reporting requirements. This includes filing an annual report with the Florida Division of Corporations and maintaining good standing with the state by paying any required fees and taxes.

By understanding these tax implications, members of a foreign LLC in Florida can effectively manage their tax obligations and make informed decisions about their business operations.

FAQs on Florida Foreign LLC Registration

Can I Be My Registered Agent for My Florida LLC?

Yes, you can be your own registered agent for your Florida LLC if you have a physical address in Florida where you can receive legal documents and official correspondence during normal business hours. However, many business owners choose to hire a registered agent service for privacy and convenience.

Why Hire a Florida-Registered Agent Service?

Hiring a Florida-registered agent ensures you never miss important legal documents or notices. These services provide a professional address for receiving correspondence and can forward the documents to you promptly. This is especially helpful if you do not have a physical office in Florida or if you travel frequently.

How Can I Withdraw My Florida Foreign LLC?

To withdraw your Florida foreign LLC, you must file an “Application for Withdrawal of Authority to Transact Business in Florida” with the Florida Division of Corporations. This form includes information such as the LLC’s name, principal office address, and a statement of withdrawal. There may be a filing fee associated with this process.

Is a Physical Presence Required in Florida to Form an LLC as a Foreigner?

No, a physical presence in Florida is not required to form an LLC as a foreigner. You can form a Florida LLC without being physically present in the state. However, you will need a registered agent with a physical address in Florida to receive legal documents on behalf of your LLC.

How Do I Amend a Foreign LLC in Florida?

To amend a foreign LLC in Florida, you must file an “Amendment to the Application for Authorization” with the Florida Division of Corporations. This form updates any changes to your LLC, such as the business name, principal office address, or registered agent information. Be sure to provide accurate details to avoid any legal issues.

What Does It Mean to Do Business in Florida?

“Doing business” in Florida generally means having a physical presence, such as an office or employees, or engaging in significant business activities within the state. This can include selling products or services, signing contracts, or conducting other business operations. If your LLC meets these criteria, you must register as a foreign LLC in Florida.

Does a Foreign LLC Have to File an Annual Report in Florida?

Yes, a foreign LLC must file an annual report with the Florida Division of Corporations. This report is due between January 1 and May 1 each year and includes information such as the LLC’s principal office address and registered agent details. The report costs $138.75.