Registering a foreign LLC in Florida, from decision to good standing

The statute names 13 activities that do not amount to transacting business and says the list is not complete. They include defending or settling cases, running internal company affairs, banking, using independent sales agents, gathering orders that are accepted elsewhere, lending and collecting, interstate commerce, one deal finished within 30 days and owning a subsidiary or a limited partner interest. Florida then adds a counterweight: ownership of income-producing real or tangible property inside the state counts as transacting business. The registration test page covers it in detail.

The company name has to contain "Limited Liability Company," "L.L.C." or "LLC" and be distinguishable in the records of the department from the names of other entities on file (Fla. Stat. 605.0112(1)(b)). It may not suggest a connection with a government agency. If Florida will not allow the real name, the application carries an alternate name that follows the same rules, and the state links it to the real name in its records, so the company transacts business under the alternate name here. A name reservation costs $25. The application form adds a warning: you, not the state, answer for any name infringement your choice causes.

The certificate comes from the official who keeps the public filings in the company's home jurisdiction, and it must be dated not more than 90 days before the application is delivered to the Division. An equivalent record is accepted. Home states call it a certificate of existence, good standing or status. Time the order so the date still holds when the packet reaches Tallahassee, since the age is measured at delivery, not at signing.

The mailing address is P.O. Box 6327, Tallahassee, FL 32314 and the courier address is 2415 N. Monroe Street, Suite 810, Tallahassee, FL 32303. The Division issues a letter of acknowledgment free once the application is registered.

An amendment to the certificate of authority is due within 90 days of a change in the company's name on the department's records, its jurisdiction of formation, its registered agent or office, or a listed manager's title or address. Most amendments cost $25. The same changes can be made on the annual report if timing allows, since agent information that differs on the report is treated as a statement of change. A name change that fails Florida's naming rules bars further business in the state until an alternate name and an amended certificate are in place.

An alternate name is not a nickname. It has to meet the same Florida rules as any LLC name, and the Division cross-references it to the company's real name in its records (Fla. Stat. 605.0906(1)). Once the certificate of authority issues under an alternate name, the company transacts business in Florida under that name only, unless it holds a separate fictitious name registration for another one; in return it does not need to register a fictitious name just for the alternate. If the real name later becomes available in Florida, or the company wants a different alternate, the change is filed with a record showing the members, managers or other authorized people approved it. And if a registered company changes its home-state name to one Florida will not accept, it may not do business in Florida until it adopts an alternate name and has an amended certificate.

The department may revoke the certificate on any of 9 grounds. A report still undelivered at 5 p.m. Eastern time on the third September Friday leads to revocation a week later, on the fourth. Other grounds start with a notice of intent to revoke and 60 days to cure: an unpaid fee or penalty, no registered agent, no statement of change within 30 days of an agent change, a name or jurisdiction change that was never amended, an official certificate from the home state saying the company has dissolved or is inactive, an expired period of duration, a document signed knowing it was materially false, or a failure to answer the department's interrogatories truthfully. Reinstatement relates back to the day of revocation, but the name is unavailable to others for one year after it.