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Florida Foreign Qualification

The physical location of a business plays a key factor in determining the overall success of the business as it can harness state business resources, skilled workforce, infrastructure, logistics, and state and local incentive programs. Such a location is Florida and the state is famous for its tax reforms, flexible regulations, and a pro-business climate. If you want to start a foreign LLC in Florida or a corporation then this guide will provide you with the information required to form such a business. This guide focuses on key areas of Florida foreign LLC registration or incorporation and throws light on the laws governing the formation process.

Florida Foreign Qualification

The state of Florida is home to approximately 2.5 million small businesses including domestic and foreign entities and their contribution to the state GDP is 44 percent. In fact, Florida is home to several foreign businesses and startups which have multi-state operations.

For Example: WalMart has headquarters in Bentonville, Arkansas and has 385 retail outlets in Florida. Similarly, Hewlett-Packard Latin America and Hilton International are based out of Miami, Florida even though HP is originally registered in Palo Alto, California while Hilton International is registered in McLean, Virginia.

If you are a small business owner in another state like New York or Nebraska and want to expand your business to Florida then you have to undergo the foreign qualification in Florida process. This process can be used for Florida foreign corporation registration or foreign LLC formation under the Florida statutes. The process of Florida foreign qualification can be different for different business structures.

What is Florida foreign qualification?

Foreign qualification Florida is a process by which you can register your existing business with the state authority like the office of the secretary of state or the Division of Corporations of another state. Foreign qualification will enable your company to legally establish its operations in another state and pursue growth and expansion opportunities in the said state without having to incorporate a new entity.

The process of foreign qualifying would require you to obtain a certificate of existence or a certificate of good standing from your home state. This is a necessary step prior to applying for Florida foreign LLC registration or incorporation. The process of registering a foreign LLC or corporation in Florida may be different from that of other states in terms of filing process and regulations. Let’s look at an example to understand this:

If you have formed a domestic corporation in Delaware then such a state will be known as your home state. Now, if you plan to expand your operations or open a branch office or retail outlet in Florida then you will have to apply for Florida foreign corporation registration as governed by FL Stat § 607.1501 (2019). This process will ensure your business is a legal entity in the state and can apply for licenses and permits to operate.

As a part of the foreign qualification in Florida process, you will also be required to hire and maintain a Florida registered agent like IncParadise in the state. You will also have to fulfill annual compliances as required by the state of Delaware (home state) as well as Florida (new state).

Doing business in Florida

One of the important questions that every business owner or entrepreneur should ask with respect to foreign qualification Florida is the definition of “doing business” according to the state they want to form their business in. Since each state has its own standards or there are no uniform standards, it is always important to check with the state of foreign qualification. Generally speaking, a business having physical presence in a specific state is known to be doing business in that state. Participating in activities related to interstate commerce is also considered as conducting business in the said state.

According to the FL Stat § 605.0905 (2013) for Florida foreign LLC registration and FL Stat § 607.1501 (2019) for foreign corporations, the following activities do not constitute transacting business in the state. It is as follows:

  • Maintaining, settling, mediating, or defending any proceedings in the state
  • Holding meetings of the managers, board of directors, members, or shareholders
  • Maintaining bank accounts
  • Maintaining managers or agencies for the exchange, transfer, and registration of securities of the foreign LLC or corporation
  • Selling through various independent contractors
  • Obtaining or soliciting orders through mail, agents, or employees
  • Creating or acquiring mortgages, indebtedness, and security interests in personal or real property
  • Transacting business in interstate commerce
  • Making an isolated transaction that is completed within a period of 30 days
  • Owning and controlling a subsidiary LLC formed in or corporation incorporated in this state

Florida Foreign Qualification Process

If you have already formed a business in any other state and want to establish or expand in Florida then you will have to apply for Florida qualification. The process and the registration fee may vary depending on the type of business you plan to form, like the documents required for registration of a foreign corporation in Florida are different from that of a limited liability company. It is important to note that transacting business without authority like Florida foreign LLC registration or incorporation makes the business liable for a civil penalty, which can vary from $500 to $1,000 each year depending on the number of years it has been operating in such a manner.

Florida foreign corporation registration

If you are planning to form a foreign corporation in Florida then you will need to obtain a certificate of authority from the Division of Corporations. This certificate will allow an entity to transact business in Florida. The following steps will help you to identify the requirements for Florida foreign corporation registration.

  • Name Registration: The first step towards registering a foreign corporation in Florida is to choose a name. You need to check for name availability. If the chosen name is available then you will need to register the corporate name with the Division of Corporations pursuant to FL Stat § 607.0403 (2019). The fee for registration of a corporate name is $87.50. You will be required to also file a “Cover Letter” along with the “Application for the registration of a Foreign Corporate Name”. You will also be required to submit a certificate of existence or a certificate that sets forth the fact that the said corporation is in good standing under the laws of the home state or the jurisdiction where it has been incorporated.
  • Registered Agent: An important aspect of Florida foreign corporation registration is designation of a registered agent. Each foreign corporation that has been authorized to transact in the state will have to designate and maintain a registered agent in the state pursuant to FL Stat § 607.1507 (2019). You can hire IncParadise as your Florida registered agent as we possess the experience and expertise in the registration process of a foreign corporation in Florida and can help you qualify for the same.
  • Certificate of Existence: This document is also known as the certificate of good standing or certificate of status depending on the state your company has been incorporated in. It is mandatory to submit a certificate of existence along with name registration and Florida foreign corporation registration application. You will have to obtain the certificate from your home state. The certificate states that your company is a legitimate venture and is legally authorized to transact business.
  • Foreign Corporation Qualification: If you want to register a foreign corporation in Florida then your company needs to fulfill all requirements governed by Florida Statutes, FL Stat § 607.15015 (2019), FL Stat § 607.1502 to § 607.1506 (2019). You can download the Florida foreign corporation registration application also known as the Profit Qualification or the “Application by Foreign Corporation for Authorization to Transact Business in Florida”.

    You have to submit a cover letter and a certificate of existence along with the registration application and are required to provide information pertaining to your Florida registered agent. You can submit by mail to the Registration Section, Division of Corporations along with a filing fee of $70. If you require a Certificate of Status and a Certified Copy of the incorporation then the fee would be $87.50.

Do you want help with forming a foreign corporation in Florida?

Florida foreign LLC registration

You have an existing business and now you are planning to expand in Florida because of the many benefits and a growing market; do you need to form a new business? You won’t be required to form a new business; instead you can register a foreign LLC in Florida with the Division of Corporations. The following steps will help you to identify the requirements for Florida foreign LLC registration.

  • Name Registration: The first step towards registering a foreign LLC in Florida is to choose a name and check for name availability. It is important to ensure your chosen name is distinguishable in the Florida state records from names of other domestic or foreign limited liability companies in the state pursuant to FL Stat § 605.0112 (2019). If the chosen name is available then you will need to register the LLC name with the Division of Corporations. If the chosen name is not available then you can adopt an “Alternate Name” for the purpose of transacting business in the state. The LLC name can be reserved for a period of 120 days pursuant to FL Stat § 605.01125.
  • Registered Agent: An important aspect of registration of foreign LLC in Florida is the designation of a registered agent for the service of process pursuant to FL Stat § 605.0113 (2019). IncParadise can be your Florida Registered Agent as we have the expertise and experience regarding Florida foreign LLC registration and can help you with the entire process of foreign qualification.
  • Certificate of Existence: This document is also known as the certificate of good standing or certificate of status in the state of Florida. You will be required to submit a certificate of existence that is not more than 90 days old and it should be duly authenticated by the officials in the jurisdiction (home state) in which the LLC has been organized. The certificate has to be submitted along with the Florida foreign LLC registration paperwork.
  • Foreign LLC Qualification: If you want to apply for foreign LLC in Florida qualification then you will be required to submit the “Qualification of Foreign LLC” form also known as the “Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida” pursuant to FL Stat § 605.0902 (2019). The certificate of authority application has to be submitted along with a cover letter to the Registration Section, Division of Corporations. The fee for the foreign qualification application is $100 and you will have to submit an additional $25 for designation of Registered Agent and optional $5 for Certificate of Status.

Do you require assistance with registering foreign LLC in Florida?

Need Any Assistance in Applying for Florida Foreign Qualification?

If you are already operating a business corporation or a limited liability company in another state and want to expand to Florida then foreign qualification in Florida is necessary. As one of the leading registered agents in the state, IncParadise can help you with the Florida foreign qualification registration process of your LLC or corporation.

We also provide additional services in Florida that will ensure you are in compliance with all requirements pertaining to Florida foreign qualification. We provide foreign qualification services in all 50 states and this will help you to expand your business in any state of your choice.

Want to apply for a Florida foreign Qualification?