Florida Foreign Registration / Penalties
The penalty for doing business in Florida without registering
An LLC operating in Florida with no certificate of authority is exposed to a civil penalty of $500 to $1,000 for each year or part of a year (Fla. Stat. 605.0904(7)), on top of every fee and penalty registering on time would have cost. It also cannot maintain a lawsuit in Florida courts until it registers.
What section 605.0904 does to an unregistered LLC
| Consequence | Effect | Subsection |
|---|---|---|
| Court access | The LLC and its successors cannot maintain an action or proceeding in Florida | (1) |
| Assignees | A successor or assignee of a claim cannot sue on it until the LLC obtains a certificate | (2) |
| Stay | A court can pause a case until it decides whether a certificate is needed, then until one is obtained | (3) |
| Contracts | Contracts, deeds, mortgages and other acts stay valid, and the LLC can defend a suit | (4) |
| Owners | Members and managers are not liable for company debts solely for lacking a certificate | (5) |
| Process | The Department of State is deemed the LLC's agent for suits arising from its Florida business | (6) |
| Money | Back fees and penalties, plus a civil penalty of $500 to $1,000 a year | (7) |
The Department of Legal Affairs can also ask a court to halt an LLC that keeps operating without authority (Fla. Stat. 605.0913).
How the money is counted
The statute counts by year, not by day. The LLC owes the fees and penalties "for the years or parts thereof" in which it transacted business without authority, which means everything that registering at the start would have triggered: the application fee and the annual reports. On top of that the civil penalty runs $500 to $1,000 for each year or part of a year. A company that started in November and registered the following February was in two calendar years. The Division of Corporations collects the amounts.
Civil penalty by years unregistered
| Years or part years | Lowest civil penalty | Highest civil penalty |
|---|---|---|
| 1 | $500 | $1,000 |
| 2 | $1,000 | $2,000 |
| 3 | $1,500 | $3,000 |
| 5 | $2,500 | $5,000 |
These are civil penalties only. The back fees and penalties that registration would have produced come on top, and the amounts within the range are set under the statute.
Corporations
A foreign corporation is in a similar position under section 607.1502. It cannot prosecute or maintain a case in Florida until it registers, it owes what registration would have cost, and a court may order a civil penalty of $500 to $1,000 for each year or part of a year. Its contracts stay valid, and its shareholders, officers and directors are not liable for its debts only because it did business unregistered. The Secretary of State is deemed its agent for suits from its Florida business.
The related penalties people confuse with it
Three other charges have similar names. A company that fails to file an annual report cannot maintain or defend an action in court until it files and pays (Fla. Stat. 605.0212(6)), and it pays $400 extra after May 1. A company without a continuously maintained registered agent cannot sue until it complies, and a court can order $5 a day up to $500. And a revoked certificate of authority needs reinstatement for $100. These are separate from the unregistered-business penalty.
Fixing it
File Form CR2E027 with the certificate of existence, the agent's acceptance and the fee. Be accurate in item 4 about the date Florida business began, since the penalty is counted from it. The back fees and penalties owed depend on your facts, and a Florida business lawyer is the one to ask. Once you know the date, we enter it and file. Once the certificate of authority is issued, the bar on suing ends going forward, and the company then follows the ordinary annual report calendar.
Florida unregistered business questions
Is there a fixed late fee for registering a foreign LLC in Florida?
No fixed late fee. The charge is the back fees and penalties plus $500 to $1,000 for each year or part of a year.
Can an unregistered LLC defend a lawsuit?
Yes. The statute says lacking a certificate does not prevent the LLC from defending an action or proceeding.
Can the penalty be avoided by registering quickly?
It is counted for years or parts of years of unauthorized business, so registering sooner means fewer years in the count.
$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 605.0904 (transacting business without a certificate)
- Florida Statutes 605.0913 (action by the Department of Legal Affairs)
- Florida Statutes 607.1502 (effect of failure to have a certificate of authority)
- Florida Statutes 605.0212 (annual report for the department)
- Florida Statutes 605.0113 (registered agent)
Bringing your company into Florida?
Order in a few minutes. We gather the certificate, complete the application and file it for you.