Registering a "Foreign" LLC in Florida

QUESTION:  Is an LLC incorporated in another state required to register as a foreign limited liability company in order to transact business in Florida

ANSWER:  Yes, an LLC incorporated in another state is required to register as a foreign limited liability company in order to transact business in Florida. This process is known as foreign qualification.

Here's why:

• Legal Requirement:  Florida law mandates that foreign LLCs must register with the Florida Division of Corporations before conducting business within the state.


• Protection of Interests:  Registering as a foreign LLC allows your business to enforce contracts, own property, and sue or be sued in Florida courts.


• Avoiding Penalties:  Failure to register can result in significant penalties, including fines and the inability to enforce contracts in Florida.

Key Steps for Foreign Qualification in Florida:

• Obtain a Certificate of Existence:  This document, typically issued by your home state, verifies your LLC's good standing.


• Appoint a Registered Agent:  You must designate a registered agent in Florida to receive legal and tax notices on your behalf


• File the Application:  Complete the "Application by Foreign Corporation/Limited Liability Company for Authorization to Transact Business in Florida" and submit it to the Florida Division of Corporations.  CLICK HERE to download the form and instructions.


• Pay Fees:  There are associated fees for filing the application and annual report.

Important Considerations:

• Definition of "Transacting Business":  This term is broadly defined and can include activities like owning real estate, making contracts, or having employees in Florida.


• Consult with an Attorney:  It's advisable to consult with an attorney to ensure compliance with all legal requirements and to understand the specific implications of conducting business in Florida.