Does a foreign corporation need to register in florida

(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.

(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):

(a) Maintaining, defending, mediating, arbitrating, or settling any proceeding.

(b) Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors.

(c) Maintaining accounts in financial institutions.

(d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositaries with respect to those securities.

(e) Selling through independent contractors.

(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.

(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.

(h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, or holding, protecting, or maintaining property so acquired.

(i) Transacting business in interstate commerce.

(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.

(k) Owning and controlling a subsidiary corporation incorporated in or limited liability company formed in, or transacting business within, this state; or voting the shares of any such subsidiary corporation or voting the membership interests of any such limited liability company, which it has lawfully acquired.

(l) Owning a limited partnership interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner.

(m) Owning, protecting, and maintaining, without more, real or personal property.

(3) The list of activities in subsection (2) is not an exhaustive list of activities that do not constitute transacting business within the meaning of subsection (1).

(4) This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the law of this state other than this chapter.

Free Guide to Registering a Foreign Corporation in Florida

What you need to register a foreign Florida corporation:

• $70 filing fee
• Application by Foreign Corporation for Authorization to Transact Business in Florida form
• Certificate of Existence from your home state
  Note: You can only register an out-of-state corporation in Florida by mail or online.

How to register a foreign corporation in Florida:

Attach a certificate of existence (certificate of good standing) from your home state and provide the following information on the application:

• Corporation name
  Perform a business name search to make sure your corporation’s name is available in Florida. If not, the form will ask you to provide an alternative name under which your corporation will do business in Florida.
• Name of home state
• EIN, if applicable
• Date of incorporation
• Year Florida corporation will cease to exist (write perpetual, if no date exists)
• Date corporation started transacting business in Florida, if applicable
• Principal and mailing addresses
• Name and address of Florida registered agent
• Registered agent signature
• The names and addresses of all directors and officers
• Signature of a director or officers
• Typed name and title of person filing the application

What does it cost to register a foreign corporation in Florida?

$70 for normal processing.

How long does it take for the state to process the Florida Certificate of Authority?

Normal Processing: 2 to 4 business days, plus additional time for mailing.
In Person Processing: same day.

How will I get verification of qualification back from Florida?

A Letter of Acknowledgement will be issued upon registration by the FL Division of Corporations.

What forms do I file with Florida to qualify my out of State Corporation?

The completed Cover Letter, Application by Foreign Corporation for Authorization to Transact Business in Florida form, Certificate of Existence and the filing fee is required.

What do I need from my home state?

Certificate of Existence.

Does it need to be an original copy? Yes.
How current does the certificate need to be? No more than 90 days old.

Will I need a Florida registered agent for my corporation?

Yes, when you hire Northwest as your registered agent, it’s a flat rate yearly price of $125 a year. You’ll have an online account that tracks your report due dates, which states your registered in, when your yearly service with us is up, and any documents we receive locally for you are uploaded into your account immediately for complete viewing. If or when you get served with a lawsuit, we can email up to 4 people and your attorney at the same time for real time complete viewing of a lawsuit. You’ll receive annual report reminders. It’s the same price every year, and there are no weird fees or cancellation fees.

You’ll also see all the pre-populated forms and specific filing instructions on the thank you page, in your online account, and they are emailed to you immediately upon signing up for 1 year of registered agent service.

Does the Florida registered agent need to sign the filing?

Yes.

How can I file the Florida Certificate of Authority?

By mail or in person.

What is the state agency that accepts the out of state registration?

Florida Department of State
New Filing Section
Division of Corporations
Clifton Building
2661 Executive Center Circle
PO Box 6327
Tallahassee, FL 32314
Phone: (850)245-6052

Do the signatures on the Florida corporation application need to be original?

Yes.

Who has to sign the foreign corporation filing?

Director or Officer as listed on the application form.

Are there any weird things about registering in Florida?

Florida is an “open books” state, meaning, basically everything is public information.

County filing or publication is not necessary for foreign corporations, unless specifically required by the county in which your registered agent resides.

Is there ongoing Florida annual report and/or initial reporting requirements?

Annual reports in Florida are due May 1st.

What are your fees?

You’ll need to have an Florida registered agent. We charge $125 a year to act as your registered agent in Florida. It’s a flat rate, once a year fee, and includes more than other registered agents. Here’s a little more about our registered agent service.

We charge a $100 one-time filing service fee if you would like us to obtain the certificates needed from your home state, and register your company in any state you choose. We have offices in every state and can act as your registered agent and make your filings for you in any state. If you would like to register with multiple states at once, we can usually drop our filing service fee down.

Additional Resources:

FL Tax
How to Withdraw a Foreign Corporation in Florida