Register a Florida Foreign LLC
A Florida Foreign LLC is a limited liability company that was formed outside of Florida but has registered to do business in Florida. When a foreign LLC wants to do business in Florida, it will need to register with Florida’s Division of Corporations and pay $125 in total state fees.
Northwest can register your foreign LLC in Florida for just $225 + state fees. We'll handle the paperwork, provide a full year of registered agent service, a custom domain, local phone number, email, web hosting, and a local Florida business address. Everything your business needs to get going in Florida.
$225 Foreign Registration
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How To Register a Foreign LLC in Florida
The process of registering as a foreign LLC is called foreign qualification. To register as a foreign LLC in Florida, you’ll need to file an Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida. Follow our step-by-step guide to registering your foreign LLC in the Sunshine State!
Right off the bat, you’ll need a Florida registered agent. Your LLC won’t be allowed to operate in Florida without one. Your Florida registered agent will be responsible for receiving service of process (legal documents) and any other state documents or notices. They’ll also need to maintain regular weekday operating hours.
Florida’s Division of Corporations requires each foreign LLC application to be accompanied by a certificate of existence, also referred to as a certificate of good Standing. This certificate communicates to Florida that your LLC is current on all of its state reports and filing fees. Don’t forget, Florida won’t accept a certificate of Existence that is more than 90 days old.
Once your business is up and running in the new state, you’ll want to be able to connect with the new market of consumers. Having a robust and localized digital presence can help build your business’ identity, which in turn will make your business seem more trustworthy and professional, even if you’ve only just started offering services/products.
We can help you build a custom website that is securely hosted with an unique domain, plus give you a local business phone number, email, and lease for an address to help establish your business in Florida.
Learn more about how to launch your business identity in a new state.
Your LLC’s foreign qualification process won’t be complete until you file your Application for Authorization to Transact Business in Florida. Here is the information you will need to include on your Foreign LLC application:
- 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.
- The foreign LLC application also includes a cover letter that acts as a contact sheet. Annual report reminders will be sent to the email address that you list on the cover letter. Submit the cover letter, a Certificate of Existence, and the completed application for foreign LLC registration to Florida’s Division of Corporations.
Ready for some fun (and business) in the Florida sun? Register your foreign LLC in Florida with Northwest.
Once processed and approved, Florida will issue your LLC a letter of acknowledgment confirming that your foreign LLC is registered in Florida and cleared to do business. Need a certified copy? Add $30 to your filing fee.
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Florida Foreign LLC Registration FAQ
A foreign LLC is an LLC that was formed in one state or jurisdiction but has registered to do business in another. For example, an LLC originally formed in Florida is domestic in Florida. If that Florida LLC wants to expand its operations to another state, it would be a foreign LLC outside of Florida. This process is different from domestication, which is the act of closing up shop in the LLC’s home state and moving it to a new state entirely.
Foreign LLCs don’t need to file formation documents. Formation documents create a domestic LLC, whereas when you foreign qualify your LLC in a new state, you are simply registering your LLC outside of its original state of formation. This means that your LLC only needs to file documents that ask for permission to act as a foreign LLC in the new state.
Florida charges a $100 filing fee for the application, and a $25 fee for registered agent designation. Total cost is $125, and if you want a certified copy of your registration certificate, add $30.
You can file your application online, by mail, or in person. Online filings can take up to 4 business days. Mailed filings take five business days plus you’ll need to add additional time for your paperwork to reach its destination. In person filings are processed the same day.
By Mail:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
In Person:
Registration Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street
Suite 810
Tallahassee, FL 32303
Online: Sunbiz Online Filings
Florida’s state statutes don’t define what counts as doing business in the state. In fact, FL Statute § 607.1501 pinpoints what does not constitute transacting business in Florida—activities like maintaining a bank account, securing debts, collecting mortgages, and other isolated transactions within the state. Thankfully Florida’s Department of Revenue cites some common examples of business activities that count as engaging in business when done in the state of Florida. These activities include, but are not limited to:
- Maintaining an office or other place of business
- Owning, renting, or leasing real or tangible personal property
- Assembling, installing, servicing, or repairing products
- Delivering goods to customers using a company-owned or leased truck
- Hiring employees or agents
Still unsure? Read more about what counts as doing business in another state.
Failure to register your foreign LLC in Florida could result in having to pay back taxes plus interest, as well as other penalties. Operating an LLC in a state where it hasn’t foreign qualified means that your LLC, and the limited liability it offers could be voided because the LLC is operating without consent from the state.
To amend a foreign LLC in Florida, you’ll need to file a Application by Foreign Limited Liability Company to File Amendment to Certificate of Authority to Transact Business in Florida.
The application costs $25 to file (add $30 if you want a certified copy). In accordance with FL Statute § 605.0907, you’ll need to include a certificate, not more than 90 days old, from the “state of jurisdiction evidencing the amendment.”
This means that before Florida’s Division of Corporations will accept the application, you’ll need notification from the LLC’s home state that an amendment has been made.
You sure do. Your Florida Annual Report is due between January 1st and May 1st. The report costs $138.75. Reports can only be filed online through Florida’s Sunbiz online filing system. Failure to file your report on time will result in a $400 fine. If you delay, Florida may administratively dissolve your LLC by the fourth Friday in September if you still haven’t filed your report.
A foreign LLC in Florida is treated as a pass-through entity. This means that the LLC doesn’t directly pay taxes, instead, its profits (or losses) pass through the LLC and onto the tax returns of the members of the LLC. The members are then responsible for paying taxes to the IRS. LLCs can also elect to be taxed as an S-corp or C-corp.
In order to dissolve your foreign LLC in Florida, you’ll need to file a Notice of Withdrawal of Certificate of Authority and pay the $25 fee (add $30 for a certified copy). This withdrawal of your foreign LLC only winds things up in Florida. It does not dissolve your LLC in its home state.
