What is Florida LLC Foreign Qualification
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You want to do business in Florida but are registered as a Domestic LLC in another state.
In order to legally conduct business in the state of Florida you must register with the Florida Secretary of State as
a Foreign LLC.
The process of registering as a Foreign LLC in Florida is called Florida LLC Foreign Qualification.
The process of Florida LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Florida.
Your original formation documents (usually called Articles of Organization) and Operating Agreement apply to your Florida Foreign LLC.
The Members and Officers of your Domestic LLC have the same roles in the Florida Foreign LLC.
Specific requirements to qualify as a Foreign LLC in Florida are explained below.
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Once you have made the decision to Qualify as a Foreign LLC in Florida,
a Florida lawyer can file your documents and act as a middle man for a few hundred dollars an hour;
or you can use an online service provider like PCF to perform these services.
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Put the money you save with PCF right where it belongs - into your new
Florida Foreign LLC
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What do I have to do to Qualify as a Foreign LLC in Florida
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1. Prove that you are registered in a state other than Florida as a Domestic LLC
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- PCF can get your Certificate of Existence as quickly as possible from any state
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In order to register as a Foreign LLC in the state of Florida, you must first prove that you are registered in another state as a
Domestic LLC.
You usually prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the
state in which you are registered as a Domestic LLC.
Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.
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2. Choose a name for your Florida Foreign LLC
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- PCF will check to make sure that your Florida Foreign LLC name is available, conforms to state of Florida
LLC naming regulations, and will reserve the Foreign LLC name with the Florida Secretary of State.
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Your Florida Foreign LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Florida Foreign LLC name that you choose must be distinguishable from the name of any other registered Florida LLC or other
business entity and the name must also be different from any reserved names on record with the state of Florida.
Your Florida Foreign LLC name must not imply that it was formed for a purpose other than that stated in the
Articles of Organization for your Domestic LLC
and your Florida Foreign LLC name must not be a name that is likely to mislead the public.
Florida LLC names must contain as the last words of the LLC name, "Limited Liability Company" or "Limited Company," or the abbreviations "L.L.C." or "L.C.," or the designations "LLC" or "LC".
The word "Limited" may be abbreviated as "Ltd.," and the word "Company" may be abbreviated as "Co".
It's important to choose a good name for your Florida Foreign LLC because if you want to change it after you qualify you
will have to file amended documents with the Florida Secretary of State (and pay a fee).
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3. Select an official address and a Registered Agent for your Florida Foreign LLC
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- PCF can act as the official Registered Agent for your Florida Foreign LLC.
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Every Florida Foreign LLC must have an address that is physically located in the state of Florida.
This address is "registered" with the Florida Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Florida to receive all correspondence on behalf of the Florida
Foreign LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many Florida Foreign LLCs hire a Registered Agent because they don't have a physical
address within the state of Florida or to provide a distinct level of privacy.
PCF provides Registered Agent services in Florida as well as any other state.
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4. File Registration Documents with the Florida Secretary of State
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PCF can compile Registration Documents that are specific to your Florida business and file them with
the Florida Secretary of State.
Should the need arise, PCF can also draft and file amendments to your Registration Documents.
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In order to Qualify as a Foreign LLC in Florida you must file Registration Documents with the Florida Secretary of State.
The Registration Documents must include certain specific information about your Florida business.
If the Registration Documents do not conform exactly to state of Florida requirements they will be rejected.
You may subsequently amend the Registration Documents for your Florida Foreign LLC but you will have to pay a fee to
the state of Florida in order to make the changes official.
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What do I have to do after I form my Florida Foreign LLC
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1. Obtain Business Licenses from the cities and counties in which you plan to do business
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- PCF can prepare the necessary forms for your city business license and include them in your Florida Foreign LLC package.
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The business licenses or permits that are required for your Florida Foreign LLC vary depending on your specific business
activities and the Florida locations in which you want to conduct business.
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2. File the required reports for your Florida Foreign LLC
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- PCF can file your Initial report as well as your Annual Report each year by the due.
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All Florida LLCs are required to file an Annual Report with the Florida Secretary of State.
The Annual Report includes basic information about your Florida Foreign LLC including information on your Members and Officers.
Failure to submit a properly completed Florida Annual Report to the Florida Secretary of State on or before the
due date may subject the Florida Foreign LLC to being administratively dissolved in the state of Florida or having its authority to
transact business in the state of Florida revoked by the Florida Secretary of State.
Penalties may accrue if you fail to file any Florida LLC Annual Report to the Florida Secretary of State by the due date.
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3. Keep proper records of your Florida Foreign LLC on file
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Keep the following records on file and available at the principal business office of your Florida Foreign LLC:
- Names and addresses of all Members and Officers of the Florida Foreign LLC
- Articles of Organization and any Amendments to them
- Copies of all tax returns and reports for the Florida Foreign LLC for the last 3 years
- If the Florida Foreign LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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4. Pay your taxes to the state of Florida
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Foreign LLCs that either do business in the state of Florida or that derive income from sources within the state of Florida are subject to Florida
tax laws.
If you are engaged in intrastate business and derive income from other states besides Florida, you must allocate the amount of income derived
from the state of Florida in order to determine your Florida state taxes.
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