What is a Foreign Corporation?
A foreign corporation is any business whose initial incorporation was filed in a foreign country or in a state other than Florida. Limited Liability Companies and Partnerships can also be considered foreign corporations. Businesses with foreign corporation status must achieve Foreign Qualification in order to conduct business in the state of Florida.
Qualification for Foreign Corporations
Foreign Qualification is the process of registering a business or Limited Liability Company as a foreign entity in the state in which it would like to operate – in this case, Florida. Foreign Qualification in Florida is necessary even if a company operates entirely online, so long as your company has servers or conducts banking business in the state.
In order to formally register your corporation in Florida, you will need an original copy of your company’s articles of incorporation (no more than 90 days old), a cover letter, a completed “Application by Foreign Corporation for Authorization to Transact Business in Florida” and a registered agent located in the state of Florida. This agent will be the only person that Florida recognizes to receive important documents including legal documents, statements from the IRS, and official communication from state agencies. The agent must have a Florida address other than a P.O. box and must be available for communications during normal business hours. It is highly recommended that your foreign corporation’s registered agent is a lawyer or attorney – this is especially useful in the event that your corporation encounters legal complications or is sued in Florida.
If you are registering a Limited Liability Company in Florida, you must include “Limited Liability Corporation,” “L.L.C.”, or “LLC” in your company’s official title. Your company must also be distinguishable from other companies by name in the Florida Department of State. If your company name is already in use, you must adopt another name in order to conduct business in Florida.
Operating a Foreign Corporation in Florida
It is important to note that you will be required to file an annual report in order to retain “active” status in Florida. The first report will be due between January 1st and May 1st of the year following your foreign corporation’s registration in Florida, and there is a $400 fine imposed for failure to file this report in a timely manner. Other than this mandatory report, operating your foreign corporation in Florida will be much like operating your business in your home state.