Essential Steps for Foreign Entity Registration in Florida

If your business was created and managed outside of the state, it may need to register as a foreign entity in Florida. That includes businesses formed in other states and outside the United States.

In this article, we’ll go over the guidelines of what constitutes a foreign entity and provide you with a step-by-step process to register a foreign entity in Florida. We’ll also explain what happens when you fail to register.

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Which Businesses Must Register as a Foreign Entity in Florida?

If your business is setting up a brick-and-mortar shop in the Sunshine State, it must register if it was formed outside of Florida.

Let’s say, for instance, you own a merchandising business in Massachusetts and want to open a branch in Florida. That qualifies as a foreign entity because you’ll have a physical location in the state. You’ll need to register with the Florida Department of State to get a Certificate of Authority for business in Florida.

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What Does It Mean to “Do Business” in Florida?

The definition of “doing business” is vague if you ask local residents. Many outside corporations sell their wares in Florida. Not all of them are registered. A good rule is to register as a foreign entity if you charge state sales taxes on your products or services. We’ll get into that in more detail below when we discuss taxes and permits.

There are exceptions to every rule and we’ll try to cover as many of those as possible today. For instance, national retailers can sell their products and services in Florida via e-commerce sites without registering as a foreign entity, but they will need to pay state sales taxes, so it seems to go against the general rule. We’ll explain that below, too.

Which Businesses Do Not Need to Register as a Foreign Entity in Florida

Before opening a local branch office, read the Florida Department of State's foreign entity registration rules. The following guidelines outline who does not need to register as a foreign entity. This is not a comprehensive list, nor should you consider it the “official” set of rules. Those can be found at the DOS Division of Corporations.

Conference Attendees and Visitors

Florida foreign entity registration is not required for companies that send sales reps to trade shows or conferences held in Florida. Suppose you’re selling products from a booth. In that case, you may need a vendor’s license, but booth attendants negotiating contracts that require out-of-state approval do not need to be part of a foreign entity registered in Florida.

Businesses that Hire Local Independent Contractors

Out-of-state businesses that hire local independent contractors to conduct business on their behalf don’t need a foreign entity business registration in Florida. The contractor must be registered with the state and pay state corporate income tax. As of the writing of this article, there are no individual state income taxes in the state of Florida.

Debt Collection or Lawsuits

Collecting a debt or filing a lawsuit in Florida is not grounds for filing a foreign entity registration. Florida attorneys are familiar with this guideline and can help you organize the legal action properly. Claimants can file a suit even if they live outside the United States. Debt collectors can operate here as long as they follow state collection laws.

Professional Services in Florida

An out-of-state business can hire an attorney, accountant, financial advisor, business consultant, or other professional without registering their company as a foreign entity. This is considered “doing business” without “having a business” in the state. Many companies keep local professionals on retainer to handle instate business affairs.

Foreign Entities with a Florida Bank Account

Local banks are few and far between. The rise of digital banks that cross state and international lines has made banking more of an online experience. Many of those digital banks have brick-and-mortar locations here in the Sunshine State. You’re not considered a foreign entity if you open a business bank account at one of them.

Foreign Entity Registration in Florida: Step-by-Step

Now that you know the dos and don'ts, let's review the how. Your company might need to go through several steps to submit the Florida foreign entity registration. Ensure all your paperwork is in order at home before attempting to do that. You’ll need a “Certificate of Good Standing” from your home state to complete the foreign entity registration process.

Step 1: Check if You Need to register a Business in Florida as a Foreign Entity

We covered the dos and don’ts earlier in this article. Check those again and then go to the Department of State’s website to double-check the most recent guidelines. If you’re still uncertain about your company’s status after doing that, call the Florida Department of State at 850-245-6000.

Step 2: See If Your Business Name is Available in Florida

The DOS can also help you determine whether your company name is already being used in Florida. You’ll need to conduct business within the state using a different name if it is. That can be as simple as “Corp A doing business as (dba) Corp B.” There should not be a need to form a new corporation. Speak with your attorney about that.

Step 3: Obtain a Certificate of Good Standing

A “Certificate of Good Standing,” also known as a “Certificate of Existence,” is a document from your home state that tells the state where you’re registering a foreign entity that you’re legitimate. You’ll need one of these documents to complete your registration. Reach out to the State Department in your home state to request it.

Step 4: File for Authorization to Conduct Business in Florida

If your business is a C-Corp or S-Corp, the document you must file with the Department of State in Florida is an “Application by Foreign Corporation for Authorization to Transact Business in Florida.” The cost is $70.

If you’re an LLC, use the “Application by Foreign LLC for Authorization to Transact Business in Florida.” The fee for that is $125.

Step 5: Hire a Florida-Based Registered Agent

You'll need a Florida-based registered agent to register a corporation or LLC in Florida. The agent’s job is to receive legal and government documents on behalf of the business and ensure that the company remains compliant with state regulations. There are several to choose from, with rates ranging from $35 to $199 per year.

Step 6: File Forms and Pay Filing Fees

Use the links from Step #5 to download and print the foreign entity business registration Florida requires from you. Fill it out accurately and double-check it before you send it in. You can submit your Florida foreign entity registration by mail to:

Registration Section
Division of Corporations
PO Box 6327
Tallahassee, FL 32314

The registration fee is $70 for a corporation (C-Corp, S-Corp, or Non-Profit) and $125 for an LLC. You can add $8.75 if you need a certificate of status and a certified copy of the application. Make your check out to the Florida Department of State.

Step 7: Register for Taxes in Florida and Apply for Permits

Consider hiring a local accountant to help you with this. Florida has no state income taxes, so you don’t need to worry about that. We do have state sales taxes. You can register to pay those on the Registration and Account Maintenance portal of the Florida Department of Revenue. Call them at 850-717-6570 if you have questions about that.

Step 8: File Annual Reports

Your responsibilities don’t end after you complete the foreign entity registration Florida requires for your business. You’ll need to file an annual report every year after that. The report is due between January 1 and May 1 of the year following your registration. The filing fee is $150. Get it done on time because the late fee is $400 if you file after May 1st.

How Much Does It Cost to Register a Foreign Entity in Florida?

There are several costs involved with submitting a Florida foreign entity registration. The registration fee is either $70 or $125, depending on how your business is incorporated. A certified copy of your application and certificate of standing will cost another $8.75. Your registered agent, which you need, will cost between $35 and $200 a year.

Those fees don’t include the cost of professional services you should contract while doing business in Florida. An accountant can help you keep your tax liabilities and payments in order. They cost a few hundred dollars per year. Attorneys charge by the hour, but you can put one on retainer for $500 just in case you need them.

Penalties for Not Completing Foreign Entity Registration in Florida

You can’t file a lawsuit in Florida for a foreign business not registered as a foreign entity. If you get caught, you’ll be liable for all the fees you should have paid, plus civil penalties of $500 to $1000 for each entity that transacted business in Florida without a registration. That can add up to a significant amount of money if you have multiple spots.

Despite what you might hear from the locals, being unregistered does not invalidate your contracts. It doesn’t prevent you from defending yourself if your business is sued and your corporate protections remain intact. For instance, no member of an LLC will become personally responsible for its debts if your business doesn’t register as a foreign entity.

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Helpful Links for Foreign Entity Registration in Florida

Florida Department of State:

• Florida Department of State Corporations Division

Applications

• Application by Foreign Corporation for Authorization to Transact Business in Florida
• Application by Foreign LLC for Authorization to Transact Business in Florida

Florida Revenue Department

• State Sales Taxes: Registration and Account Maintenance

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Sources:

1. “How to Qualify a Foreign Corporation in Florida,” Stable
2. “How to Qualify as a Foreign Business in Florida,” Brewer Long Business Law