Your business is considered domestic to the state where it's formed, and foreign in all other states.
Incorporating in Delaware is by far the most popular domestic choice, so your company can take advantage of the strong corporate law structure as well as Delaware's Court of Chancery.
If your business will have a physical presence by operating, hiring employees, banking or even holding an asset in a state other than its state of incorporation, you can qualify your business to operate in that state. This is called Foreign Qualification.
The Foreign Qualification process enables a company to transact business in a jurisdiction other than where it was formed. Failing to comply with local compliance requirements may put your company at risk.
Florida requires a completed cover letter, Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida form, Certificate of Designation of Registered Agent form and your approved documents from Delaware,. It also requires a Certificate of Good Standing from Delaware; the Certificate of Good Standing can be no more than 90 days old.
Florida will require you to have a Registered Agent. A Registered Agent provides a physical address within the state for the purpose of receiving any legal documents or service of processes from the state.
Some clients elect to be their own Registered Agent while others enlist the support of their Delaware Registered Agent. Often the Delaware Registered Agent also provides the service in Florida. Whether you use a Delaware Registered Agent or serve as your own Registered Agent, a Florida Registered Agent will need to sign the filing.
Florida also requires a member, or an authorized representative for the member, to sign the application. Keep in mind Florida will ask for this person’s name and address. All information provided to Florida will be public; however, there is no publication requirement when you foreign qualify in Florida.
Once registered in Florida, you can apply for local licenses such as resale permits, business licenses, et al. You can also open a Florida bank account. You will have to file an annual report (at the current cost of $138.75) to remain in good standing in Florida. Florida’s annual report is due by May 1 of each year.
If you have any questions, please feel free to contact us at 1-800-345-2677, Ext. 6130.