An LLC or corporation formed in another state may not transact business in Florida until it obtains a certificate of authority from the Florida Department of State. The rule sits in one sentence for each entity type: section 605.0902(1) of the Florida Statutes for limited liability companies and section 607.1501(1) for corporations. The process is usually called registering or qualifying, and "foreign" means formed outside Florida.
The difficulty is the phrase "transact business." Neither chapter defines it. Each lists what does not count and leaves the rest to judgment. In my experience, owners who stop to ask whether they need to register usually have a reason to ask, and when the answer is close, registering is the cheaper mistake to make.
What Counts as Transacting Business, and What Does Not
The activities that do not count are listed in section 605.0905(1) for LLCs and section 607.1501(2) for corporations. The two lists are nearly identical. Standing alone, none of these requires registration:
- Maintaining, defending, or settling a lawsuit or other proceeding.
- Holding owner or board meetings, or handling other internal company affairs.
- Keeping bank accounts.
- Selling through independent contractors.
- Soliciting or obtaining orders, by mail or through employees or agents, if the orders must be accepted outside Florida before they become contracts.
- Creating debt, mortgages, or security interests, and collecting those debts or enforcing those mortgages and security interests.
- Transacting business in interstate commerce.
- Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature.
- Owning and controlling a Florida subsidiary, or owning real or personal property without more.
Both statutes say the list is not exhaustive (sections 605.0905(2) and 607.1501(3)), so an activity missing from it is not automatically transacting business. The list still shows the pattern: internal affairs, passive ownership, isolated deals, and selling into Florida from elsewhere.
Some examples:
- A company that takes orders from Florida customers, accepts them at its home office, and ships from out of state is selling in interstate commerce. That does not count by itself.
- Holding the annual members' meeting at a Florida resort, or banking with a Florida bank, does not count.
- A contractor that completes one job in Florida within 30 days, with no plan to repeat it, fits the isolated-transaction exception. A second and a third similar job start to look like the repeated transactions the exception excludes.
- An LLC that owns income-producing real property or tangible personal property in Florida is transacting business. Section 605.0905(3) says so expressly. The corporation statute has no matching sentence. Its list protects only "owning, protecting, and maintaining, without more," real or personal property, and collecting rent may be more than that, so a corporation's rental property is a closer question, not a safe one.
- A company with an office, a store, a warehouse, or employees in Florida doing its ordinary work here, or one that signs and performs contract after contract in Florida, is not the company the safe-harbor list describes. In my experience, that is the profile the registration requirement was written for.
What Happens If You Do Not Register
The consequences are in section 605.0904 for LLCs and section 607.1502 for corporations. They are less dramatic than owners fear and more expensive than they expect.
You cannot maintain a lawsuit in Florida until you register. An unregistered company transacting business here may not maintain an action or proceeding in a Florida court until it obtains a certificate of authority, and the same bar reaches its successors and anyone who takes an assignment of its claim. A court may stay the case until the company registers. Applying the LLC statute, Florida's Second District Court of Appeal has held that the certificate is a condition to maintaining a lawsuit, not to filing one, and that the statute provides for a stay rather than dismissal. Super Products, LLC v. Intracoastal Environmental, LLC, 210 So. 3d 240 (Fla. 2d DCA 2017). Dismissal may follow if the company then ignores a court order to comply. The problem is curable, but the cure arrives just when you are trying to collect money.
You owe back fees and a penalty. The company is liable for every fee and penalty it would have paid had it registered on time, for each year or part of a year it transacted business without authority. On top of that, an LLC is liable for a civil penalty of at least $500 and no more than $1,000 for each of those years (section 605.0904(7)). A corporation faces the same range to the extent a court orders it (section 607.1502(4)). The Division of Corporations' application forms ask when the company first transacted business in Florida, citing these sections for penalty liability. Late registration does not erase the past; it prices it.
Your contracts survive. Failing to register does not impair the validity of the company's contracts, deeds, mortgages, or security interests, and it does not prevent the company from defending a lawsuit (sections 605.0904(4) and 607.1502(5)). Members, managers, shareholders, officers, and directors are not personally liable for the company's debts solely because it operated here without registering (sections 605.0904(5) and 607.1502(6)).
You can be served through the State. An unregistered company transacting business here appoints the Department of State (for an LLC) or the Secretary of State (for a corporation) as its agent for service of process on claims arising from its Florida business (sections 605.0904(6) and 607.1502(8)).
When the Question Is Close
The arithmetic is lopsided. Under the current statutes and the Division's application forms, a foreign LLC pays $125 to register: $100 for the application and $25 for the registered agent designation (section 605.0213). A foreign corporation pays $70: $35 for the application and $35 for the registered agent designation (section 607.0122). Against those amounts sit a lawsuit frozen at the moment you need it and back fees and penalties for every unregistered year.
In my experience, the companies that pay the most for this question are the ones that waited until they needed a Florida court to find out. Registration guarantees no result and does not settle whether the company was transacting business before it registered. It removes an argument the other side would otherwise have for free.
There is an honest limit. Registration is not a one-time fee. A registered company must keep a registered agent at a Florida street address (sections 605.0113 and 607.1507) and file an annual report between January 1 and May 1 every year. The report costs $138.75 for an LLC and $150 for a corporation, and a $400 late fee applies after May 1 (sections 605.0213(5), 607.0122(17), and 607.193). A company that misses the report cannot maintain a lawsuit until it files and pays what it owes (an LLC cannot defend one either), and the Department can revoke its authority (sections 605.0212(6), 605.0908, 607.1622(6), and 607.1530). A company whose only Florida contact is shipping orders it accepts outside the state, or one job completed within 30 days and not repeated, generally falls within the statutory list and has no statutory reason to carry those costs every year.
Registration Is Not a Tax Registration
A certificate of authority answers one question: whether a company formed elsewhere may transact business in Florida. Both safe-harbor sections say they do not decide whether a company is subject to service of process, taxation, or regulation under other Florida law (sections 605.0905(4) and 607.1501(4)). Whether a remote seller must collect Florida sales tax, a question the U.S. Supreme Court's 2018 decision in South Dakota v. Wayfair, Inc. untied from physical presence, and whether a county or city requires a local business tax receipt are separate questions for a CPA or the taxing authority involved.
Limited partnerships and limited liability partnerships follow parallel rules in chapter 620 (sections 620.1902, 620.1903, and 620.1907 for limited partnerships; sections 620.9102 through 620.9104 for limited liability partnerships). Each protected series of a series LLC formed elsewhere is generally treated as a separate foreign LLC for this purpose (section 605.2703). This article addresses Florida's rule only. Every other state where the company operates has its own registration rule.
How to Register
- Search the name on Sunbiz. If the company's name is not available in Florida, it must adopt an alternate name for use here (sections 605.0906 and 607.1506).
- Order a certificate of existence, often called a certificate of good standing, from the home state. It must be dated no more than 90 days before the application is delivered (sections 605.0902(2) and 607.1503(2)).
- Appoint a Florida registered agent with a Florida street address who signs an acceptance. A post office box is not acceptable.
- File the Division's application (Form CR2E027 for an LLC, Form CR2E007 for a corporation) with the fee, and state the date the company first transacted business in Florida if that date came earlier.
- Calendar the annual report for January 1 through May 1 of the following year, and file an amendment within 90 days of a change in the company's name or home state (sections 605.0907 and 607.1504).
Frequently Asked Questions
Does selling to Florida customers online mean my company must register? Not by itself. Interstate commerce and orders accepted outside Florida are both on the list of activities that do not count. Sales tax is a separate question.
If we register late, does registration cure the past? It lifts the bar on maintaining a lawsuit, but the company still owes the back fees for the years it transacted business without authority. An LLC also owes the civil penalty; a corporation owes it to the extent a court orders it.
Does registering make my company a Florida LLC or corporation? No. Its home state's law still governs its internal affairs and its owners' liability (sections 605.0901 and 607.15015).