Florida Foreign LLC Registration: Agent, Annual Report, and Fees

Florida foreign LLC registration starts with filing an Application for Certificate of Authority with the Florida Division of Corporations. The initial filing costs $125, and you’ll pay $138.75 each year after that to keep your authority active. Registration is required before your out-of-state LLC transacts business in Florida, and operating without it carries civil penalties of $500 to $1,000 per year plus a bar on using Florida courts.

When You Have to Register

Florida law states that a foreign LLC “may not transact business in this state” until it holds a certificate of authority.¹ The statute doesn’t draw a bright line around “transacting business,” but the practical triggers are maintaining a Florida office, employing workers in the state, and carrying on ongoing commercial activity here.

The statute does spell out what doesn’t count. You generally don’t need to register just because you hold a Florida bank account, own property in the state, complete an isolated transaction within 30 days that isn’t part of a pattern, sell through independent contractors, conduct interstate commerce flowing through Florida, hold internal member or manager meetings, or defend a lawsuit here. Soliciting orders from Florida customers also doesn’t trigger registration if those orders have to be accepted in another state to become contracts.²

Combining several of these exempt activities can start to look like active business even when no single one crosses the line on its own, so the carve-outs are narrower in practice than they read on paper.

How to Apply

You file the Application for Certificate of Authority online through Florida’s Sunbiz portal. The application has to include your LLC’s legal name (or an alternate name if yours doesn’t comply with Florida’s rules), the state where you were formed, your principal office and mailing addresses, the name and street address of your Florida registered agent with their written acceptance, and the name, title, and address of at least one manager or authorized person.¹

You also have to submit a certificate of existence (sometimes called a certificate of good standing) from your home state, signed by the appropriate official and dated no more than 90 days before you deliver the application to Florida. If that certificate is issued in a language other than English, you’ll need a sworn translation.³

The $125 total breaks down as a $100 filing fee and a $25 registered agent designation fee.⁴

Name Rules and Alternate Names

Your LLC’s name has to be distinguishable from other entities on file with the Florida Department of State and must include “Limited Liability Company,” “L.L.C.,” or “LLC.”³ Check availability in the Sunbiz database before you file.

If your legal name is already taken or doesn’t meet Florida’s rules, you don’t need to change your name back home. You adopt an alternate name for use in Florida and put it directly on the registration application.¹ Once your certificate issues under that alternate name, you have to use it for all business you do in Florida. This is a separate process from fictitious name registration, which isn’t required for LLCs.⁵

Registered Agent

Every foreign LLC authorized in Florida has to maintain a registered office and a registered agent in the state at all times.⁶ The agent receives lawsuits, tax notices, and compliance mail on your behalf and forwards them to the company.

The agent must be either a Florida resident whose business address matches the registered office, or a domestic or foreign entity authorized to do business in Florida with a matching business address. The registered office has to be a street address, not a P.O. box, and the agent has to file a written statement accepting the appointment.⁶

If you let your registered agent lapse, your LLC can’t file or defend lawsuits in Florida courts until you fix it, pay what you owe, and potentially pay a penalty of up to $500.⁶

Annual Report and $138.75 Fee

Once you’re registered, you have to file an annual report with the Division of Corporations every year between January 1 and May 1. Your first one is due in that window the year after your certificate issues, so a certificate issued in October 2026 produces a first report due by May 1, 2027.⁷

The report is administrative rather than financial. It updates your current principal address, registered agent information, and the names and addresses of managers or authorized persons. The fee is $138.75.⁴

Miss May 1 and a $400 late fee kicks in, bringing the total to $538.75.⁸ Florida doesn’t grant extensions. Skip the report entirely and the state can revoke your certificate of authority, which again blocks your access to Florida courts.⁷ Reports have to be filed through Sunbiz; paper filings aren’t accepted.

Florida Taxes Are a Separate Registration

Getting a certificate of authority handles your formation status with the Division of Corporations. It doesn’t register you for Florida taxes. Depending on what you do in the state, you may need to register separately with the Florida Department of Revenue.⁹

The taxes that come up most often for foreign LLCs are sales and use tax if you sell taxable goods or services in Florida, reemployment tax if you have Florida employees, and corporate income tax if your LLC is classified as a corporation for federal income tax purposes. An LLC taxed as a partnership or a disregarded single-member LLC generally doesn’t owe Florida corporate income tax on its own, though the income can flow through to a corporate owner that does.¹⁰

Florida has no personal income tax, so a pass-through LLC without a corporate owner generally won’t owe Florida income tax at the entity level. Your home state may still tax the same income.

What It Costs to Skip Registration

A foreign LLC that transacts business in Florida without a certificate of authority can’t bring a lawsuit in any Florida court. That means you can’t enforce contracts, collect debts, or pursue legal claims until you register and pay what you owe.¹¹

On top of that, you’re liable for all the fees and penalties you would have owed if you had registered on time, plus a civil penalty of at least $500 and up to $1,000 for each year or partial year you operated without authorization.¹¹

If your certificate was issued and then revoked for missed annual reports, you can apply for reinstatement through Sunbiz. The reinstatement fee is $100, plus $138.75 for each annual report you missed.¹² Three missed years, for example, runs $100 plus $416.25 in back report fees before any other charges. While your certificate is revoked, your Florida court access is cut off and the state treats you as unauthorized to transact business.

1
Online Sunshine. Florida Statutes 605.0902 – Application for Certificate of Authority
2
Florida Senate. Florida Code 605.0905 – Activities Not Constituting Transacting Business
3
Florida Department of State Division of Corporations. Florida Foreign Limited Liability Company Registration Instructions
4
Florida Department of State. LLC Fees
5
Florida Department of State Division of Corporations. Florida Fictitious Name Registration
6
Online Sunshine. Florida Statutes 605.0113 – Registered Agent
7
Online Sunshine. Florida Statutes 605.0212 – Annual Report
8
Florida Department of State. File Annual Report
9
Florida Department of Revenue. Information for Out-of-State Businesses
10
Florida Department of Revenue. Corporate Income Tax
11
Florida Senate. Florida Code 605.0904 – Effect of Failure to Have Certificate of Authority
12
Florida Department of State. File Reinstatement