Florida Foreign Registration / Delaware LLC in Florida
Registering a Delaware LLC in Florida
A Delaware LLC that does business in Florida applies for a certificate of authority on Form CR2E027, pays $125 and attaches a Delaware certificate dated not more than 90 days before delivery. The LLC remains a Delaware company, so Delaware's $400 annual tax is still due on June 1 and Florida's $138.75 report is due a month earlier, on May 1. We prepare the Florida packet for $199 plus the state fee.
Delaware and Florida side by side
| Delaware (home) | Florida (registration) | |
|---|---|---|
| Filing | Formation already done | Form CR2E027, $125 |
| Annual obligation | LLC tax $400, due June 1 | Annual report $138.75, due January 1 to May 1 |
| If late | $200 penalty | $400 late fee, no waiver; $538.75 in all |
| Agent | A Delaware registered agent | A Florida registered agent with a Florida street address |
| Certificate | Delaware good standing certificate, $50 | Must be dated not more than 90 days before delivery |
Time the Delaware certificate to Florida's 90 days
Delaware sells the certificate for $50. Florida counts its 90-day limit up to the day the packet reaches the Registration Section, so a Delaware LLC should order the certificate as the packet is finished, not weeks earlier. Delaware's certificate speaks to the LLC's standing there, so settle the $400 annual tax before ordering; paying late adds $200.
Completing Form CR2E027 for a Delaware LLC
Line 1 is the Delaware name with its LLC designator; if the name is unavailable in Florida, the alternate name goes there. Line 2 names Delaware as the jurisdiction. Line 3 is the EIN. Line 4 asks when Florida activity began, if before registration, so Delaware's formation date is not the answer. Line 7 is a Florida registered agent. Line 8 lists the managers or authorized persons, which for a Delaware LLC come from the LLC agreement, and line 9 confirms the Delaware certificate is attached.
A Delaware name in Florida
Florida wants the name distinguishable from others on file and the designator in place. A Delaware LLC called "Harbor Point Holdings LLC" is fine until a Florida entity holds a name too close to it. If Florida refuses the real name, the application carries an alternate name, linked to the Delaware name in the state's records, and the company transacts business in Florida only under it. The application also warns that name infringement is the applicant's risk.
Two agents, two calendars
The Delaware registered agent does not serve in Florida unless it is also a Florida-authorized entity with a Florida street address as its office. Florida's agent rules ask for a resident individual or an authorized entity at the registered office. On the calendar side, Florida's report window opens January 1 and closes May 1; Delaware's tax is due June 1. A single reminder in early spring covers both.
A yearly calendar for a Delaware LLC registered in Florida
| Date | Obligation | Amount |
|---|---|---|
| January 1 | Florida annual report window opens | $138.75 |
| May 1 | Florida report deadline; the late fee starts the next day | $400 |
| June 1 | Delaware annual LLC tax | $400 |
| Third Friday in September | Last day to deliver a missing Florida report before revocation | $538.75 |
Florida also expects its registered agent to stay in place all year, so the calendar covers the agent as well as the two payments.
Rental property counts as doing business
Florida counts income-producing property as a trigger, so a Delaware LLC that owns a rental house or condo needs a certificate of authority even though they have no office. Registering means the LLC can bring an eviction or collection suit in Florida courts, which an unregistered LLC cannot. See the registration test.
Should the LLC become a Florida company?
If Florida is the only place the LLC operates, owners sometimes compare the Delaware tax and agent costs with forming in Florida. That is a decision for a lawyer and an accountant, because converting changes the governing law and may have tax effects. A foreign registration is the quick step that leaves the Delaware LLC as it is.
Registering your Delaware LLC in Florida
Pay the Delaware tax
So Delaware shows the LLC in good standing.
Pick the Florida agent
An individual in Florida or an authorized entity with a Florida office.
Order the Delaware certificate
$50, timed to be under 90 days old on delivery.
File Form CR2E027
One check for $125, with the cover letter.
Diary both states
Florida's report by May 1, Delaware's tax on June 1.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Delaware LLC in Florida questions
Does Florida need a Delaware certificate of good standing?
Yes. Delaware's certificate, or an equivalent record, must be under 90 days old on arrival.
Does registering in Florida change my Delaware filings?
No. The Delaware annual tax and agent stay as they are.
Is there a Florida income tax on the LLC?
Registering does not answer that. The Division of Corporations registers the company but does not administer taxes.
$199, Florida fee at cost
Qualify in Florida
Florida
$199
+ $125 Division of Corporations fee
- Form CR2E027 for an LLC or Form CR2E007 for a corporation, completed for you
- Your home state's certificate of existence, which we order so it is dated inside the window
- Sent to the Division of Corporations in Tallahassee
- A Florida registered agent: ours, or one you have already
- The filed authorization and your first annual report date
- Renewal: after the first year, the agent service renews at $149 a year
Our fee and the Florida fee appear on separate lines at checkout. The state fee is not marked up. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources for this page
- Florida Division of Corporations, LLC fees
- Florida Division of Corporations, Form CR2E027 instructions (foreign LLC)
- Florida Division of Corporations, Form CR2E007 (foreign corporation)
- Florida Statutes 605.0902 (application for certificate of authority)
- Florida Division of Corporations, corporate fees
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
Bringing your company into Florida?
Order in a few minutes. We gather the certificate, complete the application and file it for you.