How to Qualify a Foreign Limited Liability Company in Florida

Our guide will walk you through the steps of qualifying an LLC in Florida, as well as what to do if your LLC is based in another state but wants to start doing business in Florida, too. For your convenience, the referenced documents may be found at the bottom of the guide.

Objective:

• To qualify a foreign LLC in Florida.

• Limited Liability Companies

What Is a Foreign Limited Liability Company?

A foreign limited liability company is an LLC formed in a jurisdiction outside of Florida, such as another state. See Fla. Stat. § 605.0102(26).

How Can a Foreign LLC Qualify to do business in Florida?

Foreign LLCs, like other out-of-state corporate entities, must get a Certificate of Authority from the Department of State before they can start doing business. See Fla. Stat. § 605.0902.

How Does a Foreign LLC Get a Certificate of Authority?

If your LLC is looking to expand into Florida, then an authorized representative needs to file for foreign qualification using the Department of State application and its cover letter available at the bottom of this guide. Make sure to include the cover letter along with a certificate of existence from the original state, too. The total filing fee for the application is the same as for starting an LLC in Florida from scratch — $125.00 total, with $25.00 for the agent’s registration and the remainder for the filing itself.

Upon successful registration, the foreign LLC will receive a Certificate of Authority from Department confirming that you can now do business in Florida. See Fla. Stat. § 605.0902.

What Information Does the Application Require?

You need to provide the following information in your Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida:

• The LLCs original name
• A proposed new name if the original does not comply with Florida law or is otherwise in use
• The place where the LLC was formed
  
• The name, street address, and written acceptance of the LLC’s Florida-based registered agent
• The name, title, and address of at least one person with managing authority in the LLC
• Any additional information
  

What Happens When a Foreign LLC Does Business in Florida Without Qualifying First?

Foreign LLCs that are not authorized to do business in Florida have no right to bring actions or other proceedings against other parties in the state courts. Your foreign LLC will be on the hook for all the fees and other penalties that would have been imposed by the state had you done everything right the first time anyway. On top of all that, you can also look forward to civil penalties between $500.00 and $1,000.00 for each year in violation. See Fla. Stat. § 605.0904. All penalties due under Fla. Stat. § 605.0904 are collectible by the Department of State.

What Counts As Doing Business in Florida?

Unfortunately, there are no hard and fast rules that define doing business in Florida. However, the state does have a list under Fla. Stat. § 605.0905 stating which activities do not count as doing business, such as:

• Settling, defending, or maintaining any proceeding
• Holding manager/member meetings or conducting other internal affairs
• Having managers or agencies to transfer, exchange, and register the foreign LLC’s securities or maintaining trustees or depositories with respect to those securities
• Selling through independent contractors
• Soliciting for or obtaining orders so long as the acceptance of the order is confirmed outside of the state before becoming a binding contract
• Creating or taking on indebtedness, mortgages, and security interests in real or personal property
• Securing or collecting debts or enforcing mortgages and security interests in property securing the debts
• Interstate commerce
• Owning real or personal property
• One-off transactions completed within 30 days that is not a part of regular business
• Owning or controlling a subsidiary business formed in Florida, or doing business or voting with the stock of such a business
• Owning a limited partner interest in a Florida limited partnership

Does Florida Have Any Naming Requirements for Foreign Limited Liability Companies?

Foreign limited liability companies must follow the same naming rules as those formed in Florida. As a refresher:

• The name needs to have the words “limited liability company,” or the abbreviation “L.L.C.” or “LLC”
• It must be reasonably different from the other names on file with the Department
  • You can see if your name has already been taken in Florida by performing a basic name search on the Department’s website

  Before submitting any paperwork, you should perform a basic name search to make sure that the proposed name hasn’t already been taken and would be easily distinguished from other businesses. This can be done on the Florida Department of State’s website.

  Your name will be registered when your LLC is successfully formed. It is not possible to reserve a name for your LLC in Florida.

  How Do I Know If the Proposed Name Is Different Enough from Those on File?

  Just like with limited liability companies formed in Florida, foreign LLC’s name will not be unique enough for registration when the only difference between it and another name on file with the Department is:

  • A suffix
  • The definite or indefinite article
  • The word “and” or the “&” symbol
  • The singular, plural, or possessive form of a word
  • A recognizable abbreviation of a word
  • Punctuation marks or other symbols

  What Licenses and Permits Does a Foreign LLC Need in Florida?

  Aside from needing a certificate of authority, foreign LLCs almost always have the same license and permit requirements as their Florida formed counterparts. Usually, the LLC will only need to get a business license from the county and/or city where they operate. This license must be renewed each year along with a licensing fee. The exact fees will depend on the type of business and specific jurisdiction.

  Foreign LLCs practicing certain professions or trades or who are involved with specific businesses and associated events will need their own licenses and permits because of the unique nature of their work. Because of the different agencies involved in the licensing process, it’s smart to have an attorney or another trustworthy advisor to help you through the process.

  Looking to start a business or grow the one you already have? Contact us online or by calling (727) 279-5037.

  What Is a Fictitious Name?

  Your LLC can do business under a name different from the one on its articles of organization by registering a fictitious name with the Department of State – you can download a copy of the application below. See Fla. Stat. § 865.09.

  What Do I Need to Apply for a Fictitious Name for My LLC?

  Your application for fictitious name registration needs to have:

  • The proposed fictitious name
  • Your LLC’s mailing address
  • Each registrant’s name and address
  • If the LLC has already been formed, its document registration number and, if it has one, its EIN
  • Certification by a registrant that the intention to register the fictitious name has been advertised at least once in a newspaper as set forth in Fla. Stat. § 50.031 in the business’s principal county
  • Any other reasonably necessary information

  How Do I Apply for My LLC’s Fictitious Name?

  You can file your fictitious name with the Department of State along with a $50.00 filing fee either online, by mail, or in person. You can conduct a search to see if your desired name is available before forming your Florida limited liability company by searching the Department’s database.

  How Long Is My LLC’s Fictitious Name Good For?

  A successfully registered fictitious name is good for a period of five years. You can renew it before it expires with a Fictitious Name Renewal Form (available below) and a $50.00 fee. This can be done online, by mail, or in person.

  If you want to stop using the fictitious name before it expires, your LLC must file a cancellation with the Department within 30 days since discontinuing its use. This cancellation is done by filling out the cancellation section of the fictitious name registration form and filing it with a fee of $50.00.

  What Licenses and Permits Do I Need for My Florida LLC?

  The specific licenses and permits needed by your LLC will depend on your chosen line of business. However, most will need to obtain a business license receipt from the county and/or city in which they are located. These city and county licenses must be renewed each year. There are no standard state-wide fees for business licensing or renewal, so you’ll need to check with your local officials for the details.

  LLCs involved with certain trades, business, practices, or events will need their own specific licenses and permits because of the unique nature of their work. In Florida, this is overseen by the Department of Business and Professional Regulation. There can be cities and other jurisdictional requirements, too. If your business is federally regulated, then you should check to see if you will need any licenses at that level as well. Because of all the different governing bodies involved in the process, it’s smart to have a business lawyer or another advisor to help you cover all your bases.

  Interested in forming a limited liability company in Florida? Our firm has helped countless entrepreneurs launch their businesses in a way that often sets them up for growth and success down the road. To speak with a Florida business formation attorney, call us at (727) 279-5037 or visit our flat fee service page if you’re ready to get started.