To register a foreign LLC in Florida, file an Application by Foreign Limited Liability Company for Authorization to Transact Business with the Florida Division of Corporations, pay a $125 filing fee, and attach a certificate of existence from your home state dated within the last 90 days.1Florida Senate. Florida Code 605.0902 – Application for Certificate of Authority You will also need to designate a Florida registered agent with a physical street address in the state. Once approved, the Division issues a certificate of authority, and your LLC is legally cleared to do business in Florida.
Do You Actually Need to Register
Florida law says a foreign LLC “may not transact business in this state” without a certificate of authority.1Florida Senate. Florida Code 605.0902 – Application for Certificate of Authority The trigger is a regular pattern of commercial activity in Florida rather than isolated dealings. Keeping a physical office or warehouse in the state, employing people who work from Florida, and earning recurring revenue from Florida customers all point toward registration.
Some activities look like Florida business but don’t count. The statute specifically excludes:2Florida Senate. Florida Code 605.0905 – Activities Not Constituting Transacting Business
- Maintaining bank accounts in Florida
- Holding internal meetings of managers or members
- Defending or settling lawsuits in Florida courts
- Soliciting orders that must be accepted outside Florida before becoming binding contracts
- Selling through independent contractors
- Completing an isolated transaction that wraps up within 30 days and isn’t part of a pattern of similar deals
- Owning real or personal property without doing anything else in the state
- Conducting interstate commerce that passes through Florida
The 30-day isolated transaction exemption is narrower than it reads. Complete one project in Florida, take on another a few months later, and that repeat pattern likely falls outside the safe harbor. It works best for truly one-off deals, like selling a single piece of equipment to a Florida buyer.
What to Gather Before You File
A Name That Clears the Database
Your LLC’s name must be distinguishable from every other entity already on file with the Florida Department of State. Search the Sunbiz database before you file. If the name is taken or otherwise doesn’t meet Florida’s naming rules, you’ll have to adopt an alternate name for use in Florida.1Florida Senate. Florida Code 605.0902 – Application for Certificate of Authority The alternate name applies only within Florida; the LLC keeps its original name in its home state and everywhere else.
A Florida Registered Agent
Every foreign LLC must designate and continuously maintain a registered agent with a physical street address in Florida.3The Florida Legislature. Florida Code 605.0113 – Registered Agent The agent can be a Florida resident or a business entity authorized to operate in the state. P.O. boxes don’t qualify. The agent receives legal documents on the company’s behalf, so reliability matters. The agent must sign a written acceptance of the appointment, which is filed with the application.
A Certificate of Existence From Home
Obtain a certificate of existence, sometimes called a certificate of good standing, from the state or country where your LLC was formed. It has to be dated no more than 90 days before you submit the Florida application, so don’t request it too early.1Florida Senate. Florida Code 605.0902 – Application for Certificate of Authority Some states take weeks to issue these, so build that into your timeline.
Company Details
The application also asks for the LLC’s jurisdiction of formation, principal office and mailing addresses, and the name, title, and address of at least one person authorized to manage the company.4Florida Department of State Division of Corporations. Instructions to Register a Foreign Limited Liability Company If you were already doing business in Florida before filing, you’ll need to disclose the date you started.
How to File and What It Costs
File online through Sunbiz or mail a completed PDF form to the Division of Corporations.5Florida Department of State. Limited Liability Company The total is $125: $100 for the application and $25 for designating a registered agent.4Florida Department of State Division of Corporations. Instructions to Register a Foreign Limited Liability Company Online filers can pay by credit card, debit card, or a prepaid Sunbiz E-File Account. Mail filers send a check or money order payable to the Florida Department of State. Applications are processed in the order received, and approval brings the certificate of authority.
Annual Report: The Obligation That Trips People Up
Registration is not one and done. Every foreign LLC with a certificate of authority must file an annual report with the Division of Corporations between January 1 and May 1 each year. The fee is $138.75.6Florida Department of State. File Annual Report – Division of Corporations The report is filed online through Sunbiz and mostly involves verifying or updating your principal address, registered agent, and manager information.
Miss the May 1 deadline and a $400 late fee gets added on top of the regular filing fee.6Florida Department of State. File Annual Report – Division of Corporations You still have a window to file after that, but not indefinitely. If the report isn’t in by 5 p.m. Eastern on the third Friday of September, the state revokes your certificate of authority at the close of business on the fourth Friday of September.7The Florida House of Representatives. Florida Code 605.0908 – Revocation of Certificate of Authority Revocation strips your LLC of its legal right to operate in Florida.
Reinstatement is available: $100 plus $138.75 for each delinquent year, filed through Sunbiz.8Florida Department of State. File Reinstatement Changing your registered agent outside the annual reporting cycle carries a separate $25 fee, though the update is free if you handle it in the annual report itself.9Florida Department of State. LLC Fees – Division of Corporations
What Happens If You Skip Registration
The most immediate hit is losing the courthouse. An unregistered foreign LLC cannot maintain a lawsuit in Florida until it gets a certificate of authority.10Florida Senate. Florida Code 605.0904 – Effect of Failure to Have Certificate of Authority A case already in progress can be stayed until you register. You can’t enforce a contract, collect a debt, or pursue any claim in a Florida court until the paperwork is done.
The money side stacks up too. An unregistered LLC owes every fee and penalty 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.10Florida Senate. Florida Code 605.0904 – Effect of Failure to Have Certificate of Authority Five years of unauthorized operation means back fees, five years of annual report fees, and up to $5,000 in civil penalties.
Registrations the Certificate Doesn’t Cover
A certificate of authority handles your registration with the Division of Corporations. It does not handle federal beneficial ownership reporting or Florida tax registrations, and both can apply.
If your LLC was formed under the law of a foreign country rather than another U.S. state, registering in Florida triggers a Corporate Transparency Act obligation. As of March 2025, FinCEN requires only entities formed outside the United States that register to do business in a U.S. state to file beneficial ownership information reports; entities formed in another U.S. state are exempt.11Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting Foreign-country entities registering in Florida on or after March 26, 2025, must file their initial BOI report within 30 calendar days of notice that their registration is effective. Filing is free through FinCEN’s BOI E-Filing system and requires identifying information about each individual who owns 25 percent or more of the company or exercises substantial control over it.
On the state side, an LLC with employees working in Florida generally needs to register for reemployment tax once it has a quarter with $1,500 or more in payroll, or one or more employees during any 20 weeks in a calendar year.12Florida Department of Revenue. Florida Reemployment Tax An LLC selling taxable goods or services to Florida customers may also need to collect and remit sales tax. Florida imposes economic nexus on remote sellers exceeding $100,000 in taxable Florida sales during the previous calendar year, which makes the seller a Florida “dealer” required to register even without any physical presence. Both registrations are handled through the Florida Business Tax Application at the Department of Revenue.