Foreign LLCs in Florida

Foreign LLCs in Florida

The state of Florida allows for foreign limited liability companies, so you do not need to have a local company in order to register your LLC in FL. To better understand foreign LLCs, consider that this refers to any LLC that was formed outside of Florida. The term foreign LLC does not use foreign in the sense of from a different country; it refers to another state.

By contrast, domestic LLCs refer to companies formed within the same state that they do business. The use of these foreign and domestic descriptors is used across the U.S.

When You Need to Register

The LLC Act in Florida outlines specifically when foreign LLCs must register in the state. It comes down to whether you transact business. If you do transact business in FL, you must register there.

Unfortunately, there is some gray area regarding what transacting business refers to. You can get some guidance from the laws related to collecting sales tax. Based on those laws, it is widely assumed that transacting business refers to having a presence of a physical nature in Florida. Examples of that physical presence include having at least one sales representative or having a store, warehouse, or office.

There are exceptions and if you engage in internet sales, it will become more complicated. There are at least 12 exceptions to what qualifies as a physical presence, including collecting debts, selling via independent contractors, and settling lawsuits. To make it even more exhaustive, the FL LLC Act specifies that the dozen exemptions are not exhaustive. As such, you may want to at least briefly consult an expert to see if you will need to register your foreign LLC.

Application for Transacting Business

One of the first things you must do when registering your foreign LLC in FL is applying with the Department of State for transacting business. The application is available online. You will need to provide information that is nearly identical to the likely requirements when you formed your LLC originally.

Required information includes:

  • The registered name from the home state.
  • Any alternate name that will be used (when applicable).
  • State of organization.
  • EIN (when applicable).
  • If you have already transacted business within Florida, the date of the first transaction.
  • Address of principal office.
  • Address in Florida.
  • Registered agent statement and signature.
  • Name, address, and title of managers of the LLC.
  • Certificate for existence (from within 90 days).
  • Authorized signature.

Failing to Register

You do not want to make a mistake and fail to register your foreign LLC within FL. If you do so and still conduct business, you will be unable to bring lawsuits within Florida. Furthermore, you will have liability for the penalties and fees owed in addition to civil penalties of $500 to $1,000 per year of violation.

If you do not register, this will NOT invalidate contracts formed by your LLC. Nor will it stop you from defending yourself in a lawsuit. It is also important to note that just because you transacted business without the proper certificate, this does NOT mean that managers or members will be liable for obligations or debts of the LLC.