If you have a growing company, you may be wondering how to legally expand your business to other states. Most states, including Florida, require out-of-state businesses to register their companies before transacting business. Before registering your business in Florida, you may have a few questions, such as:
1. What is a Foreign Company LLC?
For Florida purposes, if your company is formed in another state, then it is known as a foreign company in Florida. In other words, foreign doesn’t mean from another country, but instead, it means your business was formed under the laws of another state.
2. When Do I Have to Register My Foreign Business?
In Florida, you are required to register your foreign company with the state of Florida if you are “transacting business” in Florida. In general terms, this means if you have a physical presence (like an office or store or warehouse) or employees within Florida, you will likely need to apply for foreign qualification.
3. How Do I Register My Foreign Business?
To register your business in Florida, you must do the following:
- Order A Certificate Of Existence From Your State.
Florida requires the foreign LLC to file a Certificate of Existence. A Certificate of Existence is a document issued by your home state that shows your company is in good standing. “Good standing” means that you’ve met state requirements and paid the necessary fees. - Review and Meet the Florida’s Registration Requirements.
Florida requires certain requirements, which are most likely similar to the ones in your home state, including the appointment of a registered agent. - File the Application and Pay a Filing Fee.
Once you have gathered all the information AND made sure you’ve met the requirements, you can proceed with filing the application with the State of Florida.
IMPORTANT: Once registered, file an annual report each year before May 1.
4. What Happens Once My Foreign Business is Registered in Florida?
Once your foreign business is registered, you will have to file an annual report each year every year that you are transacting business in Florida. The first annual report is not due until the year after you have registered in Florida.
5. What Happens if I Don’t Register?
If your company transacts business in Florida without authority, it can be liable for all fees and penalties it should have paid if it had properly registered, plus a civil penalty of between $500 and $1,000 for each year your LLC transacted business improperly.
The process of registering your business does not have to be very complicated, but there are details or paperwork about which you may have questions. Melody Cobbe is happy to help navigate the elements on this new aspect of your business.
Cobbe Law is dedicated to helping start-ups and small businesses maximize profitability while minimizing legal exposure. Melody, the owner of Cobbe Law, is passionate about supporting entrepreneurs and small businesses through business growth and providing big vision strategies.