Florida Foreign Registration / Must I qualify?
Does an out-of-state LLC need to register in Florida?
A foreign LLC must hold a Florida certificate of authority, applied for on Form CR2E027 at a cost of $125, before it transacts business in the state. Florida lists 13 activities that do not count, and it states plainly that holding income-producing property does. Both halves of the rule matter, because an LLC with no staff in Florida can still be on the wrong side of it.
How Florida frames the test
Section 605.0902 bars a foreign LLC from transacting business until it has a certificate of authority, and the next sections define the edge from both directions. Section 605.0905(1) lists activities that are not transacting business and subsection (2) adds that the list is not exhaustive. Subsection (3) then provides that holding real or tangible personal property that produces income, other than property excluded in subsection (1), is transacting business. Together they make an ordinary rental or a leased piece of equipment a registration trigger, while pure ownership without more is not.
The activities Florida sets aside
The statute lists these (Fla. Stat. 605.0905(1)(a)-(m)), grouped here by subject.
- Litigation. Maintaining, defending or settling a proceeding.
- Selling. Working through independent contractors, and gathering orders by mail or via employees or agents provided acceptance happens elsewhere before any contract exists.
- Housekeeping. Holding member or manager meetings, running other internal company business and keeping a bank account.
- Securities. Managers or agencies for transferring and registering the company's own securities, with trustees or depositaries for them.
- Financing. Taking on debt, or acquiring mortgages and liens on real or personal property, then collecting or enforcing them.
- Commerce. Interstate commerce.
- Single deals. A single deal wrapped up in under 30 days that is not one of a recurring series.
- Related entities. Owning and controlling a subsidiary that does business in Florida and voting its shares or interests; owning a limited partner interest in a partnership doing business here, unless the limited partner manages or controls it.
- Passive ownership. Owning real or personal property, without more.
Situations, one at a time
Our LLC owns a rental condo in Florida. Do we register?
Yes in most cases. Holding rental real estate in the state is transacting business under subsection (3), and the rent is the income. Owning the same condo as an empty investment would be passive ownership, which is on the safe list.
We have a salesperson who lives in Florida and calls on clients here. Do we register?
Probably. Soliciting orders that must be accepted outside Florida is on the safe list, but a resident employee doing continuing work in the state, such as servicing accounts or signing contracts, goes beyond that protection.
We ship goods to Florida customers from another state. Do we register?
Not on that fact alone. Interstate commerce is listed, and so are orders accepted outside Florida. A warehouse, inventory or installers in the state change the answer.
We completed a single consulting project in Florida over six weeks. Do we register?
Possibly not, if the project was an isolated transaction finished within 30 days and not one of a series. Six weeks is more than that window, so the exception does not cover it.
We hold the LLC's bank account at a Florida bank. Does that trigger registration?
No. Maintaining bank accounts is on the list, and the statute does not require registration for it.
We are a member of a Florida LLC that owns property. Does our own company need a certificate?
Not by being a member, since owning an interest and voting it is not transacting business. The Florida LLC itself has its own obligations.
Our LLC owns a subsidiary that operates in Florida. Do we register?
Owning and voting a subsidiary is on the safe list. The subsidiary, being a Florida operator, has to be organized or registered on its own account.
We lend money secured by Florida real estate. Do we register?
Creating or acquiring mortgages and security interests, and enforcing them, is listed. Operating the foreclosed property as a rental later is a different matter, because income-producing property counts.
Tax and licensing are separate questions
The registration provisions leave open which contacts or activities bring a foreign LLC within Florida's other laws on lawsuits, tax or regulation (Fla. Stat. 605.0905(4)). A company can be taxed or need a local license without needing a certificate of authority, and the reverse. Registration does not settle either one.
What not registering costs
A foreign LLC that transacts business without authority cannot start an action or proceeding in a Florida court. Its bill to the state is the fees and penalties that registering would have involved, plus a civil penalty running from $500 to $1,000 per year or part of one. Its members and managers are not personally answerable for company debts merely because a certificate is missing, and its contracts stay valid. See the Florida penalty page for the details.
If you have crossed the line
Register now. Item 4 of Form CR2E027 asks when the company began operating in Florida and points to the two sections that set the penalty. Enter the true date. The state's claim for back fees and penalties is based on the years or parts of years the company was operating without authority. The registration itself costs $125 on Form CR2E027, and the back fees and penalties come on top. A Florida business lawyer is the one to say whether your Florida activity counted. With the date settled, we enter it on the application and send it in.
$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
- Florida Statutes 605.0905 (activities not transacting business)
- Florida Statutes 605.0904 (transacting business without a certificate)
Bringing your company into Florida?
Order in a few minutes. We gather the certificate, complete the application and file it for you.