The development of a successful company may require expansion to other states. Florida is an excellent place to make business, which attracts many out-of-state companies seeking new customers willing to consume their goods or services.
In this article, you will discover whether a Florida LLC can own property in Florida.
What is a Foreign LLC in Florida? – Basic Legal Concepts
Under state law, there are two types of business entities – domestic entities and foreign entities.
As its name suggests, a domestic entity is a company formed and operated in Florida. Conversely, a foreign entity is a company formed in a different state with registration to “transact business” within state jurisdiction.
Even though the term “transacting business” is not defined by statutory regulations, Florida law describes part of the activities that do not constitute “transacting business” in the state. For example, the listed activities include:
- “Maintaining, defending, mediating, arbitrating, or settling any proceeding
- Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors
- Maintaining accounts in financial institutions
- Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositaries with respect to those securities
- Selling through independent contractors
- Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts
- Creating or acquiring indebtedness, mortgages, or security interests in real or personal property
- Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, or holding, protecting, or maintaining property so acquired
- Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature
- Owning a limited partnership interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner
- Owning, protecting, and maintaining, without more, real or personal property”
Can a Foreign LLC Own Property in Florida? – The Verdict
As long as a limited liability company (LLC) meets the statutory registration requirements, the business can freely own property in Florida. A registered foreign company not only can own commercial premises to operate, but also invest in rental properties.
To qualify to “transact business” in Florida, a foreign LLC must register with the Florida Division of Corporations.
The application requires an authenticated certificate of existence from the state where the company was formed, a cover letter, and the payment of the applicable fee. The LLC must also have a registered agent based in the state before filing for foreign status.
Once the foreign LLC is properly registered, the members must file an annual report before May 1 and pay a yearly fee to maintain the status active. Please note that the first report is only due one year after you have registered in Florida.