When a company starts growing within the state it was organized, the owner may consider expanding operations to other states. If an out-of-state company wants to do business in Florida, state law requires the company to register as a “foreign company.”
In this article, you will find out how entrepreneurs can register a foreign business in Florida.
How Do I Register a Foreign Business in Florida? – The Basics
Although the term “foreign business” might sound like it is referring to an international company, it does not. In Florida, a foreign business is any company formed in another state that enters that state’s market to transact business.
Therefore, any company formed out of the state must file for registration to obtain “foreign qualification.”
Also, it is worth noting that Florida law does not explicitly define what “transacting business” is. Instead, statutory rules list a non-exhaustive set of activities that are not considered “transacting business” within state jurisdiction.
How Do I Register a Foreign Business in Florida? – Step-by-Step
Obtaining a Certificate of Existence
The first step to register as a foreign business in Florida is to obtain a Certificate of Existence issued by the company’s home state. This document shows the company is in good standing, such as meeting all its home state’s legal requirements and paying all related fees.
The timeframe involved in the issuance of the document may vary. Hence, the best approach is to order a Certificate of Existence immediately upon deciding to file for foreign qualification.
Meeting Florida’s Statutory Requirements
Similar to other states, Florida law has several statutory requirements and rules in place to regulate the existence and operation of different types of business structures. Generally, the name of a foreign company must be unique and contain language to indicate the company’s business structure (i.e., LLC, Corp., etc.)
Ideally, entrepreneurs looking to expanding an out-of-state company into Florida must consult with an experienced business attorney to guarantee they meet the requirements.
Filling Out the Application
Then, it is time to fill out the application. The necessary forms are available from the Department of State’s website and foreign entrepreneurs can either file online or download, print, and fill out the forms in writing. The forms usually require an extensive amount of information, such as:
- The name (and contact information) of the individual filing the application
- The name and address of the owner of the company
- The state wherein the company was originally established
- The foreign company’s name in its home state
- Federal Employer Identification Number (FEIN) (if applicable)
- The company’s address (principal place of business)
- The company’s mailing address
- The foreign company’s registered agent in Florida
- The names and addresses of all members, managers, and authorized persons
Upon signing the application, the individual (who must have the authority to file on the company’s behalf) can submit the application. The company’s registered agent may be required to sign the application as well.
Submitting the Application
If the application was filed online, the processing time tends to be more expedited. If the person(s) submitting the document decide to mail it, it is necessary to mail the application with a cover letter, a certificate of existence, and the required fee to the Florida Division of Corporations.
Once the company is officially registered as a foreign business in Florida, it is crucial to comply with all necessary formalities (i.e., annual reports) to maintain the business’s legal status.
Do You Need to Register a Foreign Business in Florida? – Immediately Contact an Expert Attorney at Jurado & Associates, P.A.