Florida Foreign LLC Registration: Certificate of Authority Guide

1. What is a Foreign LLC in Florida?

In Florida, the word “foreign” does not mean international. It simply means your LLC was formed outside the state of Florida—either in another U.S. state or in another country—and you now want to legally operate in Florida.

When you register an out-of-state LLC in Florida, the state authorizes your existing company to transact business within Florida. This authorization is commonly referred to as a Certificate of Authority, and it is issued after filing the official Foreign Limited Liability Company Application for Registration with the Florida Department of State, Division of Corporations.

2. Do you need to register in Florida?

You generally must register as a foreign LLC if your business is transacting business in Florida. Florida law evaluates this based on facts and circumstances, but common situations that typically require registration include:

• Maintaining an office, store, warehouse, or other physical location in Florida
• Hiring employees or regularly using contractors who work from Florida
• Performing services or fulfilling contracts within Florida on an ongoing basis
• Owning or leasing real or personal property used for business in Florida

Situations that may not require registration

Certain limited activities—such as maintaining a bank account, holding internal company meetings, or completing isolated transactions—often do not require foreign registration. However, if your business regularly earns revenue, employs workers, or operates facilities in Florida, registration is strongly recommended.

3. Requirements checklist

Before you file your Florida foreign LLC registration, make sure you have the following information ready:

1. Legal LLC name exactly as registered in your formation state or country
2. Florida-use name (only if your legal name is unavailable in Florida)
3. Florida Registered Agent with a physical Florida street address (no PO Boxes)
4. Principal office address and mailing address
5. Formation jurisdiction (state or country) and original formation date
6. Date business began or will begin operating in Florida

Foreign LLC registration allows your existing company to legally operate in Florida while keeping your LLC formed and governed by your home state.

4. Name rules + Florida name availability

Florida does not require a separate name reservation before filing a foreign LLC registration. However, your LLC name must be available and compliant with Florida naming rules at the time you submit your application. Your Florida business name must:

1. Include LLC, L.L.C., or “Limited Liability Company”
2. Be distinguishable from existing Florida business entities on record
3. Avoid restricted words unless proper authorization is provided (such as “bank” or “insurance”)
4. Use an alternate Florida name if your legal name is unavailable

5. Registered Agent requirements

Every foreign LLC authorized to do business in Florida must appoint and continuously maintain a Registered Agent in the state. The registered agent is the official point of contact for receiving:

• Service of process (lawsuits and legal notices)
• Official correspondence from the Florida Department of State
• Compliance-related notices and filings

Who can be a Registered Agent?

1. An individual who is a Florida resident with a physical Florida street address (no PO Boxes)
2. A business entity authorized to act as a registered agent in Florida

Why hire a professional registered agent?

1. Privacy: keeps your personal address off public state records
2. Reliability: ensures legal documents are received during business hours
3. Continuity: avoids compliance gaps if you move or operate remotely

6. How to register a foreign LLC in Florida (step-by-step)

Step 1: Confirm your LLC is active in its home state

Before filing in Florida, your LLC must be active and in good standing in its formation state or country. While Florida does not require a certificate of good standing to be submitted with the application, banks, partners, and licensing authorities often request it during onboarding.

Step 2: Confirm Florida name availability

Check that your LLC’s legal name is available in Florida. If the name is already in use, select an acceptable alternate name for Florida registration. Florida does not require a separate name reservation filing, but the name must be compliant at the time of submission.

Step 3: Appoint a Florida Registered Agent

Your registered agent must maintain a physical street address in Florida and be available during normal business hours to receive legal documents and official correspondence on behalf of your LLC.

Step 4: File the Foreign LLC Application for Registration

File the Foreign Limited Liability Company (LLC) Application for Registration with the Florida Secretary of State, Division of Corporations. This filing grants your LLC legal authority to transact business in Florida.

• Provide your LLC’s legal name and Florida alternate name (if applicable)
• List your principal office address and mailing address
• Identify your Florida registered agent and registered office address
• State your formation jurisdiction and original formation date
• Declare the date your LLC began or will begin doing business in Florida

Foreign LLC Registration Filing: $125

Step 5: Receive approval (Certificate of Authority)

Once approved, your LLC is officially authorized to transact business in Florida. Keep your approval confirmation and filing documents accessible, as they are commonly requested for banking, licensing, and compliance purposes.

7. After approval: taxes, licenses, banking

A) Florida taxes

Florida does not impose a personal state income tax. How your LLC is taxed in Florida depends on its federal tax classification. Most LLCs are treated as pass-through entities, meaning income is reported on the owners’ federal tax returns. LLCs that elect to be taxed as corporations may be subject to Florida corporate income tax.

B) Local business licenses (Business Tax Receipt)

Most businesses operating in Florida must obtain a local Business Tax Receipt (sometimes called an occupational license) from the city or county where business activities occur. Requirements vary based on location and business activity.

C) EIN and banking

Registering as a foreign LLC in Florida does not create a new legal entity. In most cases, you continue using the same EIN issued by the IRS. Banks may still request updated documentation, including:

• Florida foreign LLC registration approval
• Your Operating Agreement
• EIN confirmation letter from the IRS (EIN resource)
• Owner or manager identification

8. Florida foreign LLC fees & ongoing costs

• Foreign LLC Registration Filing: $125 (one-time state filing fee)
• Registered Agent: typically $100–$300 per year (service providers vary)
• Florida Annual Report: $138.75 if filed on time (late fee applies after May 1)
• Local Business Tax Receipt: varies by city or county
• Other taxes: depends on federal tax classification and business activity

9. Compliance tips (simple and practical)

• Maintain an active Florida registered agent with a current physical address
• File your Florida Annual Report on time each year (due by May 1)
• Remain in good standing in your LLC’s formation state or country
• Track Florida tax obligations based on your federal tax classification
• Renew required local Business Tax Receipts with the appropriate city or county
• Keep a single compliance folder with approvals, agent details, EIN letter, and operating agreement
• Update Florida records promptly if your address, management, or business name changes

10. Conclusion

Florida foreign LLC registration is the legal process that allows your existing out-of-state LLC to operate lawfully within Florida. By appointing a registered agent, filing the Foreign LLC Application for Registration, and staying current with annual reports and local requirements, your business can operate with confidence in the state.

With FormLLC, founders receive a clear, step-by-step checklist and guided support to complete Florida foreign LLC registration accurately and stay compliant after approval.