Foreign LLC Doing Business in Florida: Registration and Compliance

An LLC formed in another state must obtain a Certificate of Authority from the Florida Division of Corporations before it can legally do business in the state. Foreign LLC registration in Florida costs $125 and requires an application, a recent Certificate of Existence from your home state, and the designation of a Florida registered agent. The bigger question for most owners is whether their activities actually require registration in the first place, because operating without a Certificate of Authority carries civil penalties of $500 to $1,000 for every year the LLC did business unregistered and locks the company out of Florida courts.¹

When Registration Is Required

Florida law states plainly that a foreign LLC “may not transact business in this state” without a Certificate of Authority.² The statute does not define every triggering activity, but the practical signals are consistent: opening an office or storefront in Florida, hiring employees who work in the state, or entering into contracts that are performed locally.

One trigger surprises out-of-state owners. Owning income-producing real property or tangible personal property in Florida counts as transacting business, even if you never visit the state.³ An out-of-state LLC that owns a rental property in Miami needs a Certificate of Authority. Property that sits vacant and produces no income does not, on its own, trigger the requirement.

Remote employees create another gray area. A single employee performing core job duties from Florida can be enough to establish a business presence. If anyone works from Florida on a regular basis for your LLC, treat that as a strong signal to register.

Activities That Don’t Require Registration

Florida carves out a list of safe-harbor activities that do not count as transacting business, so that routine, low-contact activities don’t force every LLC that touches the state to register.³ The safe harbors include:

Defending or settling a lawsuit in Florida courts
Holding meetings of members or managers for internal company affairs
Maintaining bank accounts in Florida
Selling through independent contractors rather than your own employees
Soliciting orders that must be accepted outside Florida before they become binding contracts
Securing or collecting debts, including enforcing mortgages and security interests
Conducting interstate commerce that passes through Florida without being directed at in-state customers
Completing an isolated transaction within 30 days, as long as it is not part of a repeated pattern
Owning a subsidiary formed in Florida, or holding a limited partner interest in a Florida limited partnership, provided you are not managing the partnership
Owning property that does not produce income

The statute makes clear this list is not exhaustive; other activities of a similar character may also fall outside the requirement. Courts read the safe harbors narrowly, though, so in borderline cases the safer move is to register.

What the Application Requires

The registration package has three main pieces: the application itself, a certificate from your home state, and a Florida registered agent designation.

Certificate of Existence From Your Home State

You need a Certificate of Existence (sometimes called a Certificate of Good Standing) from the state that originally formed your LLC. It must be signed by the official who maintains your LLC’s public records and dated no more than 90 days before you deliver the application to Florida.² Most states issue these online for between $5 and $25.

Florida Registered Agent

Every foreign LLC must designate a registered agent with a physical street address in Florida. A P.O. box does not qualify.⁴ The registered agent accepts legal documents such as lawsuits and official notices on your behalf, and your application must include a written statement from the agent accepting the appointment.²

If you have no physical presence in Florida, you will likely need a commercial registered agent service. Annual fees generally run from $35 to $350 depending on the provider.

Name Availability

Your LLC’s name must be distinguishable from other entities already on file with the Division of Corporations. You can search existing names through the Sunbiz portal before filing.⁵ If your LLC’s legal name is already taken or does not meet Florida’s naming rules, you must adopt an alternate name for use in the state. Once registered under an alternate name, you must transact all Florida business under that name.⁶

Application Contents

The application itself asks for your LLC’s legal name, its jurisdiction of formation, principal and mailing addresses, the registered agent’s name and Florida street address, and the name and address of at least one person with authority to manage the company.² An authorized representative of the LLC must sign it.

Filing and Fees

File the application online through the Sunbiz portal at dos.fl.gov, or mail the completed PDF form to the Division of Corporations.⁷ The total cost is $125, made up of a $100 application fee and a $25 registered agent designation fee.⁸

Two optional add-ons are available at filing. A Certificate of Status costs $5, and a certified copy of your Certificate of Authority costs $30.⁹ The Certificate of Status is useful when banks, landlords, or business partners in Florida want proof of active registration.

Once the Division of Corporations reviews the application and confirms everything is in order, it issues the Certificate of Authority.

Annual Report and Ongoing Compliance

Registration is not a one-time step. Every foreign LLC with a Certificate of Authority must file an annual report with the Division of Corporations. The filing window runs from January 1 through May 1 each year, beginning the year after the LLC first obtains its certificate.¹⁰ The fee is $138.75.¹¹

The report is not a financial statement. It confirms or updates the LLC’s information on the public record, including principal address and registered agent details. Filing online through Sunbiz takes only a few minutes when nothing has changed.

Missing May 1 triggers a $400 late fee on top of the regular filing fee.¹² If the report still is not filed by the third Friday of September, the Division of Corporations revokes the Certificate of Authority at the close of business on the fourth Friday of September. Reinstatement requires a separate application and payment of all outstanding fees.

Between annual reports, you must file an amendment to your Certificate of Authority within 90 days if any of the following change: the LLC’s name, its jurisdiction of formation, its registered agent’s name or address, or the identity of any person listed as having management authority.¹³

Registering with the Division of Corporations handles legal authority to operate; it does not cover tax obligations. Depending on your activities, you may also need to register with the Florida Department of Revenue for sales and use tax, reemployment tax if you have Florida employees, or corporate income tax if your LLC elected corporate treatment for federal purposes.¹⁴

What Happens If You Operate Without a Certificate

The biggest practical consequence of skipping registration is losing access to Florida’s courts. A foreign LLC without a Certificate of Authority cannot file a lawsuit, enforce a contract, or initiate any legal proceeding in the state. Even a successor entity or someone who purchased a claim from the unregistered LLC is blocked until the LLC registers and pays everything it owes.¹

On top of the courthouse lockout, the LLC owes the state all fees and penalties it would have paid had it registered on time, plus a civil penalty of $500 to $1,000 for each year (or partial year) it operated without authority.¹ Five years of unregistered activity can produce several thousand dollars in back fees and penalties.

A few protections do survive. Contracts entered into by the unregistered LLC remain valid and enforceable. The LLC can defend itself against lawsuits brought against it in Florida. And members or managers are not personally liable for the LLC’s debts solely because the LLC failed to register. But the inability to bring your own claims is a serious handicap in any dispute or collection effort.

If Your LLC Was Formed Outside the United States

If your LLC was formed under the laws of another country (not another U.S. state) and registers to do business in Florida, a separate federal obligation applies. Under the Corporate Transparency Act, foreign-country entities registered in any U.S. state must file a Beneficial Ownership Information report with the Financial Crimes Enforcement Network. Entities registered on or after March 26, 2025, have 30 calendar days from when their registration becomes effective to file.¹⁵

Domestic U.S. companies, including LLCs formed in any U.S. state, are currently exempt from BOI reporting under an interim final rule issued in March 2025. If your LLC was formed in Delaware, Texas, New York, or any other U.S. state and is registering as a foreign LLC in Florida, this federal requirement does not apply.

1
Florida Senate. Florida Code 605.0904 – Effect of Failure to Have Certificate of Authority
2
Online Sunshine. Florida Statutes 605.0902 – Application for Certificate of Authority
3
Online Sunshine. Florida Statutes 605.0905 – Activities Not Constituting Transacting Business
4
Florida Department of State. Instructions for Articles of Organization (FL LLC)
5
Florida Department of State. Division of Corporations – Division FAQs
6
Online Sunshine. Florida Statutes 605.0906 – Noncomplying Name of Foreign Limited Liability Company
7
Florida Department of State. Limited Liability Company
8
Florida Department of State Division of Corporations. Instructions to Register a Foreign Limited Liability Company
9
Florida Department of State. Fees – Division of Corporations
10
Florida Senate. Florida Statutes 605.0212 – Annual Report for Department
11
Florida Department of State. LLC Fees – Division of Corporations
12
Florida Department of State Division of Corporations. File Annual Report
13
Online Sunshine. Florida Statutes 605.0907 – Amendment to Certificate of Authority
14
Florida Department of Revenue. Information for Out-of-State Businesses
15
FinCEN.gov. Beneficial Ownership Information Reporting