Delaware LLC Doing Business in Florida: Registration and Taxes

A Delaware LLC doing business in Florida must register with the Florida Division of Corporations as a foreign LLC before it starts operating, obtain a Certificate of Authority, and then handle any separate tax registrations that apply to what the business actually does in the state. The paperwork itself is simple. The harder parts are figuring out whether your activities cross the “transacting business” line, keeping your Delaware filings alive so your Florida authority stays valid, and meeting Florida’s annual deadlines.

When You Have to Register

Florida requires a Certificate of Authority when a foreign LLC engages in a continuous, systematic course of business activity within the state. The test is whether your Florida activity is ongoing and substantial rather than one-off or incidental.¹

Activities that typically trigger the requirement:

Operating an office, warehouse, retail store, or other physical facility in Florida.
Employing Florida-based workers who regularly conduct sales, provide services, or carry out business operations in the state.
Owning income-producing property in Florida. The statute specifically names this as transacting business.²

The income-producing property trigger catches some owners off guard. Simply owning Florida real estate does not require registration, but the moment that property generates rental income, your LLC crosses the line.

What Does Not Count

Florida law lists specific safe harbors that do not amount to transacting business, even though they involve contact with the state:²

Maintaining or defending lawsuits. You can appear in Florida court without registering, though you cannot initiate a lawsuit without a Certificate of Authority.
Holding Florida bank accounts or borrowing money secured by Florida property.
Isolated transactions completed within 30 days that aren’t part of a pattern.
Soliciting orders from Florida customers that must be accepted outside the state before becoming binding.
Owning real or personal property in Florida passively, without using it to generate income.
Selling through independent contractors.
Conducting interstate commerce that flows through Florida.

The statute makes clear the list isn’t exhaustive, and other activities of a similar character may also fall outside the requirement. The genuinely ambiguous case is a single remote employee in Florida. If that worker handles core functions like making sales or managing client accounts, that looks much more like transacting business than someone who occasionally answers emails from a Florida home office.

How to Register

Before You File

Line up three things first:

A Certificate of Existence from the Delaware Secretary of State confirming your LLC is in good standing. It must be dated within 90 days of your Florida filing.¹
A Florida registered agent. This must be either an individual who resides in Florida or an entity authorized to operate in the state, with a physical street address. A P.O. box does not qualify.
Name availability. Check the Sunbiz database. If your Delaware name is taken in Florida or doesn’t meet Florida naming rules, you’ll need to adopt an alternate name for use in the state.

The Application

Submit the Application for Authorization to Transact Business in Florida through sunbiz.org. The form asks for your LLC’s Delaware name, federal employer identification number, principal office address, and registered agent information.³

The total fee is $125, which covers the $100 application fee and the $25 registered agent designation.⁴ Online filing is fastest. Once the Division of Corporations approves the application, it issues a Certificate of Authority.

Florida Tax Registrations Are Separate

Getting your Certificate of Authority handles legal authorization to operate. It does not register you for taxes. Which Florida tax accounts you need depends on how your LLC is taxed federally and what it does in the state.

Corporate Income Tax

Florida imposes a 5.5% corporate income tax, but only on LLCs classified as corporations for both federal and Florida income tax purposes.⁵ If your Delaware LLC elected C-corporation treatment with the IRS, you’ll owe Florida corporate income tax on Florida-source income. The first $50,000 of Florida net income is exempt.

A single-member LLC that’s disregarded for federal purposes does not file its own Florida corporate return. If the sole owner is a corporation, that corporation reports the LLC’s income on its own Florida return.⁶ A multi-member LLC taxed as a partnership must file Florida Form F-1065 if any partner is a corporation subject to Florida corporate income tax.⁷ Florida has no personal income tax, so individual members of a pass-through LLC owe nothing to the state on their distributive shares.

Sales and Use Tax

If your LLC sells tangible goods or taxable services in Florida, you must register with the Florida Department of Revenue before making any taxable sales. Use the Florida Business Tax Application (Form DR-1).⁸ This registration is entirely separate from your foreign LLC qualification.

The state sales tax rate is 6%, and most counties add a discretionary surtax on top.⁹ Your LLC collects the combined rate from customers and remits it to the Department of Revenue. Failing to register and collect can bring penalties, interest, and potential personal liability for managers.

Commercial Rent Tax Is Gone

Florida used to charge sales tax on commercial lease payments. Effective October 1, 2025, that tax has been fully repealed. If your LLC leases office, warehouse, or retail space in Florida, you no longer owe state sales tax on the rent.¹⁰ Short-term lodging (six months or fewer), parking spaces, and boat docking fees remain taxable under a separate provision.

Reemployment Tax

If your LLC has anyone performing services in Florida as an employee, you must register for Reemployment Tax, Florida’s unemployment insurance program. New employers start at a 2.7% rate on the first $7,000 of each employee’s annual wages, with the rate adjusting over time based on claims history.¹¹ The tax is paid quarterly.

Local Business Tax and Tangible Property

Many Florida counties and municipalities require a local business tax receipt (sometimes still called an occupational license). Fees vary widely by location and type of business.

If your LLC owns business equipment, furniture, fixtures, or other tangible personal property in Florida worth more than $25,000, file a Tangible Personal Property Tax Return (Form DR-405) with the county property appraiser by April 1 each year. Property valued at $25,000 or less is fully exempt, but new businesses still have to file the first return to claim the exemption.

Keep Your Delaware LLC in Good Standing

Florida authority depends on your LLC being active in Delaware. Let the home-state status lapse and your Certificate of Authority is at risk, because Florida requires proof of active Delaware status when issues come up.

Delaware LLCs owe a flat $300 annual franchise tax, due June 1 each year, covering the prior calendar year. Miss the deadline and Delaware adds a $200 late penalty plus 1.5% monthly interest.¹² Delaware does not require an annual report for LLCs, but the franchise tax payment is mandatory. Falling out of good standing in Delaware can jeopardize your Florida authority and makes it harder to obtain a fresh Certificate of Existence when you need one.

Annual Florida Compliance

Annual Report

Every foreign LLC authorized in Florida must file an annual report with the Division of Corporations between January 1 and May 1 each year.¹³ The fee is $138.75.⁴

Miss May 1 and a $400 late fee is added automatically, bringing the total to $538.75. The late fee cannot be waived.¹⁴ If you don’t file at all, Florida will eventually revoke your Certificate of Authority through administrative dissolution.

Registered Agent

Your Florida registered agent receives legal documents and government correspondence on the LLC’s behalf. If the agent’s name or address changes, update the Division of Corporations by filing a change of registered agent. Failing to maintain a valid registered agent is grounds for revocation.

Reinstatement

If your authority is revoked, reinstatement costs $100 plus $138.75 for each year of delinquent annual reports.⁴ An LLC dissolved for less than a calendar year posts immediately when paid by credit card; longer gaps take a few business days while the Division verifies the entity name is still available.¹⁵

What Happens If You Skip Registration

Florida imposes a civil penalty of $500 to $1,000 for each year (or partial year) your LLC transacted business without a Certificate of Authority, on top of all the fees and annual report costs you would have owed had you registered on time.¹⁶

The bigger problem is losing access to Florida courts. An unregistered foreign LLC cannot initiate a lawsuit or any legal proceeding in the state. You can’t sue to enforce a contract, collect a debt, or pursue any claim arising from your Florida operations until you obtain the Certificate of Authority and pay all back fees and penalties. Your contracts remain valid, and you can still defend yourself if someone sues you, but you cannot go on offense.¹⁶

One misconception worth clearing up: operating without a Certificate of Authority does not, by itself, expose LLC members or managers to personal liability for the company’s debts. Florida’s statute explicitly says members and managers are not liable solely because the LLC failed to register.¹⁶ Your liability shield survives the registration failure. Your ability to enforce your rights in court does not.

1
Florida Senate. Florida Code 605.0902 – Application for Certificate of Authority
2
The Florida Legislature. Florida Code 605.0905 – Activities Not Constituting Transacting Business
3
Florida Department of State. Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida
4
Florida Department of State. LLC Fees
5
Florida Department of Revenue. Florida Corporate Income Tax
6
Florida Department of Revenue. Instructions for Preparing Form F-1120
7
Florida Department of Revenue. Instructions for Preparing Form F-1065
8
Florida Department of Revenue. Tax Registration
9
Florida Department of Revenue. Florida Sales and Use Tax
10
Florida Department of Revenue. Tax Information Publication 25A01-04 – Sales Tax on Commercial Rentals Repealed
11
Florida Department of Revenue. Florida Reemployment Tax Rate
12
Delaware Division of Corporations. Alternative Entity Tax Instructions
13
Florida Division of Corporations. Annual Report – Sunbiz
14
Florida Division of Corporations. Annual Report Instructions
15
Florida Department of State. File Reinstatement
16
Florida Senate. Florida Code 605.0904 – Effect of Failure to Have Certificate of Authority