Foreign LLC Florida Qualification
What is a Florida Foreign LLC?
A foreign Florida Foreign LLC is an LLC originally formed in another state that registers to do business in Florida. The process of registering a foreign LLC in Florida is called foreign qualification. Foreign qualification is used to register a foreign company so that it may transact business in the state of Florida. There are a few requirements when filing an application for registration in Florida.
How to Register A Foreign LLC in Florida
Florida Foreign LLC Requirements
- Name
- Jurisdiction
- Dates
- Addresses
- Registered Agent
- Management
- Certificate of Good Standing
- Cover Letter
Name
The name of the Limited Liability Company formed in it’s original jurisdiction will be listed and if that name is not available, an alternate name may be used for the filing. The name used in Florida must contain the words “Limited Liability Company”, “LLC” or “L.L.C.”.
Jurisdiction
State/Country where the LLC was originally formed will be listed.
Dates
Date of formation and the date the Limited Liability Company will begin transacting business in Florida is required information.
Addresses
A Principal Office address and a Principal Office Mailing address is a requirement. The mailing address can be a PO Box address.
Registered Agent
A Florida Registered Agent’s duties include:
- Maintaining a registered office (physical street location within the state)
- Remaining open during regular business hours
- Accepting service of process and official business mail on behalf of clients
- Contacting clients when mail arrives at registered office
- Forwarding all documents to clients in a timely manner
Management
The information gathered on persons authorized to use the LLC in Florida are title, name and address.
Cover Letter
The cover letter will include the name of the LLC, name of person, firm/company, address,email and contact persons info.
How to File a Florida Foreign LLC Qualification Document
Steps in registering a foreign company in Florida:
- Identify a Company Name: Your LLC name must conform to Florida state law. It must be distinguishable from other companies already registered in Florida, otherwise you are required to register an alternative name to use within the state for a foreign LLC Florida qualification action.
- File Application by Foreign LLC: To register a foreign LLC, you have to file an Application by Foreign LLC for Authorization to Transact Business in Florida. This form is filed with the Division of Corporations. There is a $100 filing fee. You must also include a Certificate of Existence from your home state (also known as a Certificate of Good Standing).
- Designate a Registered Agent: A Florida registered agent must be appointed on the Application. The Division of Corporations charges a $25, which should be paid with the Application for foreign LLC qualification.
- Processing: The Florida DOC processes foreign LLC qualification in seven business days.
- Annual Report: LLCs in Florida file an annual report each year by May 1. The fee is $138.75. Reports are filed onlineonly.
Foreign LLC Registration Quick Facts
- The Document: Application by Foreign LLC for Authorization to Transact Business in Florida
- Additional Document: Certificate of Existence (from home state)
- The Fee: $125 (includes registered agent appointment)
- The Agency: Florida Division of Corporations
- Expedite: No
- Online Filing: No
- Annual Report Due: May 1
- Annual Report Fee: $138.75
How Do I Get a Certificate of Existence?
To register a foreign LLC in Florida you must supply the Division of Corporations a Certificate of Existence from your home state. It cannot be older than 90 at the time of your filing. A CE (also called a Certificate of Good Standing) can be obtained by contacting your local Secretary of State. The Secretary of State’s office will supply you with a stamped CE confirming that your foreign LLC is in good standing and up to date in paying its taxes.
A foreign LLC qualification will not be processed without a Certificate.
What is the Difference Between a CE and Certificate of Good Standing?
Nothing. These are the same things. Different states have different names for this document.
Annual Report and Taxes
After the foreign LLC qualification is complete, each year an LLC is required to file an annual report. The report is due by May 1. The DOC charges a fee of $138.75. The AR can only be filed online. A late fee of $400 is assessed on companies filing after May 1.
LLCs are pass-through entities, and members pay taxes on profits on their individual tax returns. Florida, however, does not have a state income tax.
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