What is a Foreign LLC in Florida – Definition and Filing

If you have an LLC in Florida and want to expand your business beyond Florida, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Florida, must file a foreign LLC in Florida. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Florida government.

In this article, you’ll be reading about how to start a foreign LLC in Florida. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Florida after you form it.

Forming a Foreign LLC in Florida

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Florida, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Florida) and wants to expand their operations in Florida can file their LLC as a foreign entity. To start a foreign LLC in Florida, you need to register it with the Florida Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Florida for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Florida. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

Before you proceed to register your LLC in Florida as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Florida, then you must obtain the Certificate of Good Standing from Florida Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Florida must get this document to register a foreign LLC in Florida.

Filing Certificate of Good Standing: In Florida, a Certificate of Status can be obtained by requesting it online. Go to the Certificate of Status-Sunbiz Page to order the Certificate of Status in Florida.

Step 2: Choose Florida Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Florida Secretary of State. Your LLC’s legal name outside of Florida will be listed on the application, along with the name it will use in Florida. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Florida to use. Check name availability at Florida’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Florida when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Florida Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Florida, you must have a registered agent from Florida only. No matter where your domestic LLC is located, you must hire a registered agent from Florida for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Florida and take note that the Florida Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Florida Foreign LLC

The most important step is to send the application for registration with Florida SOS. Download the PDF form from the Florida Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Florida: three methods, online, by mail, and in person filing.
- Online: For online filing, check the Sunbiz Fictitious Name portal. There, look for the “Trade Names” section. You will get the registration form.
- Offline: For filing offline, you must send the downloaded PDF form or drop it off in person at the Fictitious Name Registration, P.O. Box 6327, Tallahassee, FL 32314
- DBA filing fee in Florida: $50 Processing Fee, $10 Certificate of Status, $30 Certified Copy
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Florida.
Date when your LLC will start operations in Florida.
Credit card information is on the last page of the form for the application fee.

Online Filing

Not Applicable

Offline Filling

To register a foreign LLC in Florida offline, you need to get the PDF form. Download the Foreign LLC Registration Form and fill it up with the latest and correct details about your LLC in other states. Make sure the information is relevant and true. Submit the form by mail or physically to the SOS address: New Filing Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314.

Foreign LLC Registration Fee in Florida: The cost of filing a foreign LLC in Florida is $100 (processing fee). Apart from the processing fee, one has to pay $5 for a copy of the Certificate of Existence and $30 for each copy of the document.

The LLC cost in Florida, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Florida’s domestic and foreign LLCs.

Step 5: Determine How Your Florida Foreign LLC is taxed

Foreign LLCs are also subjected to the Florida Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Florida for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Florida. However, it is recommended to check with the Florida Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Florida Foreign LLC Online – Quick Recap

Get the Certificate of Good Standing from your home state where your LLC is originally registered
Check if the name of your LLC is available in Florida to use for your foreign LLC. If not, file DBA name with Florida SOS.
Get a registered agent in Florida to represent your foreign LLC in Florida. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Florida Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Florida with the FinCEN.

After Forming Florida Foreign LLC

Here are added things you need to accomplish after forming your Florida Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Florida Department of Business and Professional Regulation.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Florida. Here’s everything about Florida LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What are the benefits of forming a foreign LLC in Florida?

Forming a foreign LLC in Florida allows a business to operate in the state without having to create a new entity.

Do I need to file any specific paperwork to form a foreign LLC in Florida?

Yes, businesses looking to operate in Florida as a foreign LLC will need to file an Application for Authorization with the Florida Department of State.

What is the filing fee for forming a foreign LLC in Florida?

The filing fee for an Application for Authorization to form a foreign LLC in Florida is $125.

Can anyone form a foreign LLC in Florida, or are there specific requirements?

Foreign entities looking to form an LLC in Florida must be in good standing in their home state and appoint a registered agent in Florida.

How long does it take to get approval for forming a foreign LLC in Florida?

Approval for forming a foreign LLC in Florida typically takes around 5-7 business days after the application is submitted.

Do I need to have physical presence in Florida to form a foreign LLC in the state?

Physical presence in Florida is not required to form a foreign LLC in the state, but a registered agent with a physical address in Florida is necessary.

What are the annual reporting requirements for a foreign LLC in Florida?

Foreign LLCs operating in Florida must file an annual report with the Florida Department of State and pay a $138.75 filing fee.

Can a foreign agency act as the registered agent for a foreign LLC in Florida?

No, a foreign entity cannot act as its own registered agent in Florida; a registered agent must be a Florida resident or a Florida-based business entity.

Are foreign LLCs in Florida subject to state taxes?

Foreign LLCs operating in Florida may be subject to state taxes, depending on the nature of their business activities in the state.

What are the penalties for not maintaining compliance as a foreign LLC in Florida?

Failure to maintain compliance as a foreign LLC in Florida can lead to the revocation of the entity’s ability to operate in the state.

Do I need to file any documents to form a foreign LLC in Florida?

Yes, you will need to file a Certificate of Authority with the Florida Secretary of State.

What is the processing time for filing a Certificate of Authority for a foreign LLC in Florida?

The processing time for filing a Certificate of Authority in Florida is typically 7-10 business days.

Can I operate my foreign LLC in Florida without registering it with the state?

No, it is illegal to operate a foreign LLC in Florida without registering it with the state.

Are there any additional fees for forming a foreign LLC in Florida?

Yes, there are filing fees associated with registering a foreign LLC in Florida.

Can I use my existing LLC name from another state for my foreign LLC in Florida?

You may have to choose a different name if your existing LLC name is already in use in Florida.

Do I need to appoint a registered agent for my foreign LLC in Florida?

Yes, you are required to have a registered agent in Florida for your foreign LLC.

What is the role of a registered agent for a foreign LLC in Florida?

A registered agent in Florida receives legal documents on behalf of your foreign LLC and ensures they are delivered to the appropriate parties.

How do I choose a registered agent for my foreign LLC in Florida?

You can choose an individual over the age of 18 with a physical address in Florida or hire a professional registered agent service.

Can I be my own registered agent for my foreign LLC in Florida?

Yes, you can serve as your own registered agent for your foreign LLC in Florida if you meet the requirements.

Is there a deadline for filing the annual report for a foreign LLC in Florida?

Yes, the deadline for filing the annual report for foreign LLCs in Florida is May 1st each year.

What happens if I don’t file the annual report for my foreign LLC in Florida?

Failure to file the annual report by the deadline may result in your foreign LLC being dissolved or losing the right to do business in Florida.

Can I change the name of my foreign LLC in Florida after it has been registered?

Yes, you can change the name of your foreign LLC in Florida by filing the appropriate paperwork with the state.

Are there specific tax requirements for a foreign LLC operating in Florida?

Foreign LLCs operating in Florida may be subject to state taxes, so it is important to understand the tax obligations.

Can a foreign LLC in Florida do business in other states?

Yes, a foreign LLC registered in Florida can typically conduct business in other states as long as it complies with the registration requirements in those states.

Are foreign LLCs in Florida required to have a physical office in the state?

Foreign LLCs in Florida are not required to have a physical office in the state, but they must have a registered agent with a physical address in Florida.

What type of insurance do foreign LLCs operating in Florida need?

Foreign LLCs in Florida may need to obtain business insurance, liability insurance, and other types of coverage depending on their specific operations.

Are foreign LLCs in Florida subject to any specific regulations or laws?

Foreign LLCs operating in Florida must comply with all state and federal laws and regulations that apply to businesses in the state.

What is the cost of forming a foreign LLC in Florida?

The cost of forming a foreign LLC in Florida includes filing fees, registered agent fees, and any other fees associated with registration.

Can I convert my foreign LLC in Florida to a domestic LLC?

Yes, you can convert your foreign LLC in Florida to a domestic LLC by filing the necessary paperwork and meeting the requirements set by the state.

Are foreign LLC owners in Florida personally liable for the company’s debts?

Generally, foreign LLC owners in Florida are not personally liable for the company’s debts, but there are exceptions depending on the specific circumstances.

In Conclusion

Having a foreign LLC in Florida is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Florida does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Florida, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Florida can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Florida is a success.