Foreign Corporation Registration in Florida

Foreign Corporation Registration in Florida

A foreign corporation is a corporation that conducts business in a state different from the one in which it is incorporated. If a corporation is operating across state lines, it must notify the states in which it is unincorporated of its presence and file all state-specific requirements for conducting business. Failing to register as a foreign company can put your business at risk and subject you to penalties.

Who Needs to Register?

Like most other states, Florida has its own set of requirements for foreign corporation registration that must be met before it allows permission to operate in its state. Florida statutes state that a foreign corporation cannot conduct business in Florida until it receives its certificate of authority from the Florida Division of Corporations.

However, you or your business may be exempt from this in the following circumstances (which Florida does not define as transacting business):

  • Maintaining a bank account
  • Settling or defending legal proceedings
  • Conducting board of directors or shareholder meetings
  • Isolated transactions that complete within thirty days
  • Owning property
  • Acquiring debt

These are some of the activities listed in the Florida statutes, but there is not exhaustive language describing all of the activities that are considered transacting business. Sometimes the categories may blend or seem blurry. The following are some common examples that would qualify:

  • Your business has a physical presence in Florida. This could be a sales representative, store, or warehouse.
  • You have employees or a payroll in the state.
  • You have applied for or have a Florida business license.

Failing to register as a foreign company when you are supposed to will result in a penalty of no less than $500. You will also be required to pay any back taxes at this time. If you are unsure whether or not your business should register, it is best to enlist the services of an attorney.

How to Register as an Out-of-State Corporation

Florida requires a few steps for registering as an out-of-state business:

Application Process: Florida requires that a qualifying registered agent must sign the application, along with a director or designated officer of the corporation to sign on its behalf.

Filing Fee: A filing fee of $70 must accompany your application.

Certificate of Good Standing: Your business must present a certificate of good standing along with your application. The certificate must be acquired from the state in which your business is incorporated, and it cannot be any older than ninety days.

If your registration is completed successfully, you will receive your certificate of authority from the Florida Division of Corporations. Once you have obtained this document you will be able to open a bank account, acquire a business license, file a DBA, among other things in the State of Florida. However, once your business is officially registered, it will be expected to follow all the necessary Florida rules and regulations, including filing annual reports on behalf of your business. The filing cost is $150 for an annual report and should be submitted by May 1st of every year.

We offer expert assistance for foreign company registration in Florida. Additionally, we can register your company in other states, as well, to assist with your business expansion and growth needs. From preparing your application and other necessary documents to obtaining your business’ certificate of good standing from the state in which you are incorporated, we help in all aspects to ensure it is done correctly and efficiently.