How to Form a Florida Foreign Corporation
What is a Florida Foreign Corporation?
In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.
If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
For example, a Corporation that is registered in California wants to do business in Florida.
The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Florida.
The California Foreign Corporation needs to register with the Florida Secretary of State as a Florida Foreign Corporation.
The use of the term Foreign in this case refers specifically to individual US states.
The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside
of the United States.
What is a Florida Foreign Corporation Qualification?
You want to do business in the state of Florida but are registered as a "Domestic Corporation" 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 Corporation.
The process of registering as a Foreign Corporation in Florida is called
Florida Corporation Foreign Qualification.
The process of Florida Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Florida.
Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Florida Foreign Corporation.
The Officers and Directors of your Domestic Corporation have the same roles in the Florida Foreign Corporation.
Specific requirements to qualify as a Foreign Corporation in Florida are explained below.
Once you have made the decision to Qualify as a Foreign Corporation 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 All Business Documents to perform these services.
Put the money you save with All Business Documents right where it belongs: into your new Florida Foreign Corporation.
Do I need a lawyer to Form a Foreign Corporation in Florida?
The short answer is no.
The state of Florida does not legally require a lawyer to form a
Florida Foreign Corporation.
Our detailed
Foreign Corporation Information page may help you understand some
of the implications of forming a
Florida Foreign Corporation.
However, if there is
anything about forming a Foreign Corporation in Florida
that you're not sure about you should seek the advice of a competent Florida lawyer, a Florida accountant,
or both
before you form a Foreign Corporation in Florida.
Once you have made the decision to form a Foreign Corporation 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 All Business Documents
to perform these services and
save money that you can use in your new Florida Foreign Corporation.
What if the Florida Foreign Corporation Name I want is already taken?
If the Name you have chosen for your new Florida Foreign Corporation is already in use by a currently active
Florida Foreign Corporation or LLC then you will have to register a DBA Name with the Florida Secretary of State. "DBA" is an abbreviation for "
Doing
Business
As."
In Florida a DBA Name is called a Fictitious Name.
We verify that the Name you have chose for your new Florida Foreign Corporation is available
before we submit
your Foreign Corporation filing to the Florida Secretary of State.
If necessary we can register a Fictitious Name in Florida for you so that you can open your new Florida business as quickly as possible.
What do I have to do BEFORE Form a Foreign Corporation in Florida?
- Prove that you are registered in a state other than Florida as a Domestic Corporation
In order to register as a Foreign Corporation in the state of Florida, you must first prove that you are registered in another state as a
Domestic Corporation.
You 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 Corporation.
Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
If you already have a Good Standing Certificate from your home state, note that it must be dated no older than 90 days from the date of your application for
Florida Corporation Foreign Qualification.
If the date on your Good Standing Certificate is older than 90 days then you need to get an updated certificate.
If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a
Florida Foreign Corporation.
We can get your Good Standing Certificate from any state - in most states within 2-3 hours.
- Choose a name for your Florida Foreign Corporation
You can use the same name in Florida that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.
Your Florida Foreign Corporation 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 Corporation name that you choose must be distinguishable from the name of any other registered Florida Corporation 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 Corporation name must not imply that it was formed for a purpose other than that stated in the
Your Florida Foreign Corporation name must not be a name that is likely to mislead the public.
The name of a Florida Foreign Corporation must include the word "Foreign Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Florida Foreign Corporation 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).
We will check to make sure that your requested Florida Foreign Corporation name is available and conforms to all state of Florida
Foreign Corporation naming regulations.
- Select an official address and a Registered Agent for your Florida Foreign Corporation
Every Florida Foreign Corporation 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 cannot be a PO Box and 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 Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Florida Foreign Corporations 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.
We provide Registered Agent services in Florida as well as in all other states.
- File Registration Documents with the Florida Secretary of State
In order to Qualify as a Foreign Corporation in Florida you must file Registration Documents with the Florida Secretary of State.
In Florida the registration documents are named "Application by Foreign Corporation for Authorization to Conduct Transact Business in Florida".
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.
If you need to change any of the information on your registration documents after your Florida Foreign Corporation has been approved,
you may amend the registration documents for your Florida Foreign Corporation but you will have to pay a fee to
the state of Florida in order to make the changes official.
- Determine how you want your Florida Foreign Corporation to be taxed
You may choose that your Florida Foreign Corporation to be taxed as a C Corporation or S Corporation.
A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.
C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations.
You may choose to have your Florida Foreign Corporation taxed as a S Corporation.
S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.
S Corporations do not pay any Florida Corporate Income Tax.
In addition to any Florida Corporate Income Taxes, all Florida Corporations must pay an annual supplemental corporate fee of $88.75.
Florida Corporations located in enterprise zones may be eligible for Florida Corporate Income Tax incentives.
We can prepare the S Corporation election form for your Florida Foreign Corporation and include it with
your final Foreign Corporation documents package.
What do I have to do AFTER I Form a Foreign Corporation in Florida?
- Obtain Business Licenses from the cities and counties in which you plan to do business
Note that forming a Florida Foreign Corporation does not take the place of obtaining a local business license, tax
registration certificate, or other required business permits.
A Florida Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Florida Foreign Corporation within Florida you may need to get one or more local
business licenses or permits.
The business licenses or permits that are required for your Florida Foreign Corporation vary depending on your business activities
and the specific locations within the state of Florida in which you want to conduct business.
If your Florida Foreign Corporation will be selling products in Florida you may be required to obtain a Reseller's Permit from the appropriate
Florida state agency.
If your Florida Foreign Corporation will be selling products in Florida you will also be responsible for all applicable local and state of Florida
sales taxes if there are any.
We have the expertise to find out exactly which state and local permits that you need for your specific business.
- File the required reports for your Florida Foreign Corporation
An Annual Report must be filed with the Florida Secretary of State every year between January 1 and May 1. The first report must be filed within this period in the year following the calendar year of incorporation.
The Florida Corporation Annual Report includes basic information about your Florida Foreign Corporation including information on your Officers and Directors.
Failure to submit a properly completed Florida to the Florida Secretary of State on or before the
due date may subject the Florida Foreign Corporation 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 Foreign Corporation to the Florida Secretary of State by the due date.
We can fill out and file the initial and any with the Florida Secretary of State after
your Florida Foreign Corporation gets going.
- Keep proper records of your Florida Foreign Corporation on file
Keep the following records on file and available at the principal business office of your Florida Foreign Corporation:
- Names and addresses of all Directors and Officers of the Florida Foreign Corporation
- Foreign Corporation formation documents and any Amendments to them
- Corporate Bylaws and any Amendments to them
- List of current shareholders of the Foreign Florida Foreign Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Florida Foreign Corporation
- Copies of all tax returns and Annual Reports for the Florida Foreign Corporation for the last 3 years
- Pay your taxes to the state of Florida
Foreign Corporations that either do business in the state of Florida or that derive income from sources within the state of Florida are subject
to Florida and federal 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.
What information do I need in order to Form a Foreign Corporation in Florida?
In order to Form a Foreign Corporation in Florida you'll need the following information about your new Company:
- The name of your new Florida Foreign Corporation along with your second choice of a name in case the name that you want is not available
- Physical address of the Foreign Corporation office in Florida (not a PO Box)
- A good standing certificate for your Domestic Corporation from your home state no older that 90 days
- A description of the nature of the business you are planning to operate with the Florida Foreign Corporation
- When the Florida Foreign Corporation will start and when it will cease to exist (normally the Foreign Corporation starts on the date the application is filed and will exist perpetually)
- Names and addresses of the initial Directors of the Florida Foreign Corporation
- Names and addresses of each Officer of the Florida Foreign Corporation
Remember -
ALL the information that you provide when you Form a Foreign Corporation in Florida becomes part of the public record.
Our data entry forms include the
absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Florida.
What happens if I can't use my Foreign Corporation name in Florida?
The Florida Secretary of State requires that you register your Florida Foreign Corporation under the exact name that it was
registered in .
Your Domestic Corporation name may be in use by an active Florida Corporation.
If your Corporation name is in use by an existing active Florida Corporation or LLC you must specify an alternate name for your Florida Foreign Corporation on the Florida Foreign Qualification application.
How long does it take to Form a Foreign Corporation in Florida?
Processing times for new Florida Foreign Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Florida Foreign Corporation applications takes the state around 10-15 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your new Florida Foreign Corporation.
PLEASE NOTE: WE CANNOT GUARANTEE FLORIDA SECRETARY OF STATE PROCESSING TIMES.
The Florida Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or
equipment malfunction.
We are dependent on, and have no control over, the staff and systems of the Florida Secretary of State.
In our experience 10-15 business days is the time it
usually takes the Florida Secretary of State to process
a new Florida Foreign Corporation application.
We get your Florida Foreign Corporation application to the FL Secretary of State ASAP.
Once it is at the state we have no control over the new Florida Foreign Corporation application process.
How much does it cost to Form a Foreign Corporation in Florida?
The state of Florida charges $87.5 to Form a Foreign Corporation in FL.
That includes the Secretary of State's filing fee and a Certified Copy of your new Florida Foreign Corporation filing. Also add the cost of a Good Standing Certificate from your home state.
If you choose us to help you Form your Foreign Corporation in Florida our processing fees are $145.00.
This includes:
- Same day processing of your new Florida Foreign Corporation order
- Prepare Application by Foreign Corporation for Authorization to Conduct Transact Business in Florida
- File Formation Documents with the Florida Secretary of State
- Certified Copies of Formation Documents
- Florida Foreign Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
If you are ready to Form a Florida Foreign Corporation, choose which Florida
Foreign Incorporation options that you want below then click the Next Step button.
If you have any questions regarding our Florida Foreign Incorporation services you can call us at
855-771-2477 or email us at
CorpServices@AllBizDocs.com.
Florida Foreign Corporation Cost Estimator
Our Florida
Foreign Corporation Services include:
(These services are included in our processing fees)
Optional Florida
Foreign Corporation Services
(Choose options, cost is updated automatically)
-
Expedited Service - $200
explain
Normal processing time for a new Florida Foreign Corporation is 10-15 business days.
Processing times for new Florida Foreign Corporation filings can vary depending on the staff work load at the FL Secretary of State's office. If you need your new Florida Foreign Corporation approved quickly, for $200 we can usually get approval with 48 hours.
This is the time by which the Florida Secretary of State will either approve or deny the Foreign Corporation application.
Florida Foreign Corporation applications must be received by the Secretary of State before noon Florida time for the process to start that day.
Another way to expedite your order is to choose the Express Mail option.
The Express Mail option can cut the document delivery time in half.
- Express Mail - $35
explain
If you really need your original approved Application by Foreign Corporation for Authorization to Conduct Transact Business in Florida in your hands quickly, the
Express Mail option can cut the delivery time in half.
The Express Mail option has no effect on the Florida Secretary of State's processing time. For the quickest turn-around time also choose the Expedited Service option.
-
S Corporation Election - $50
explain
S Corporations are taxed differently than C Corporations.
With an S Corporation, business profits may be "passed through" directly to the shareholders.
This avoids the double tax on both corporate and shareholder profits.
S Corporations do not pay any Florida Corporate Income Tax.
We can prepare the S Corporation Election form for you and include it with your final Foreign Corporation documents pakage.
-
FL Registered Agent - $135
explain
Every Florida Foreign Corporation is required to have an address within the state of Florida 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 Foreign Corporation is called a Registered Agent.
You may act as your own Registered Agent, however, many Foreign Corporations hire a Registered Agent because they don't have a physical address within
Florida or to provide a distinct level of privacy.
We can act as your Florida Foreign Corporation Registered Agent.
This is an annual service.
We will forward all correspondence to you and will remind you when it is time to renew your FL Registered Agent services.
-
FL Good Standing Certificate - $37
explain
A Florida Good Standing Certficate is proof of the existence of your new Florida Foreign Corporation.
The Certificate is issued by the Florida Secretary of State and is proof that your FL Foreign Corporation is not behind on any
of its Florida Secretary of State Corporate obligations.
A Florida Good Standing Certificate is often required for loans, to apply for business licenses, or for tax or other business purposes
in the state of Florida or in any other state.
We can get your Florida Good Standing Certificate immediately after the Florida Secretary of State has approved your Foreign Corporation filing.
-
Federal EIN - $65
explain
An FEIN is like a Social Security Number for your Florida Foreign Corporation.
We can get your FEIN on the same day that your Application by Foreign Corporation for Authorization to Conduct Transact Business in Florida are approved by the Florida Secretary of State.
You can get your FEIN before your articles are approved by the Florida Secretary of State but it's a good idea to wait until
after approval.
Your filing may be rejected or the Foreign Corporation name that you want may not be approved.
Changing information on an FEIN filing is not a trivial exercise with the IRS.
-
Foreign Corporation Kit and Seal - $99
explain
While you're not required to have a Foreign Corporation Kit and Seal for your new Florida Foreign Corporation they do come in handy.
The FL Foreign Corporation Kit consists of a beautiful customized binder, stock certificates, a stock ledger
and your custom Foreign Corporation Seal.
The Foreign Corporation Seal is used to emboss important company documents, such as stock certificates.
The binder also includes dividers so you can use it for all of your Florida Foreign Corporation record keeping.
-
Business License Research - $175
explain
Most new Florida Foreign Corporations are required to get some kind of state, regional or local permits or business licenses.
The task to figure out exactly what you need can be daunting.
We can determine exactly which forms you need to fill out, fill them out for you and file the forms with the appropriate government agency
where possible.
GOOD STANDING CERTIFICATE
You will need a Good Standing Certificate from your home state that is no older than 90 days.
Choose your home state from the list, the price of the certificate below will be updated automatically.