Updated August 9, 2016
People from all over the world form Delaware LLCs and Delaware corporations even though they operate their companies from their home state or country. Delaware has been recognized as having the strongest corporate law structure, and the advantages of forming your business in Delaware are extensive.
But what do you do if you have a company doing business in Florida as a foreign corporation?
If you are operating a Delaware corporation in Florida, your corporation will be domestic to Delaware but considered a foreign corporation doing business in Florida. People initially form a Delaware corporation and then register as a foreign entity in Florida (as the same business).
This process is called Foreign Qualification. This is the manner in which Florida grants you permission to operate your Delaware corporation there. It is a very important step that is sometimes forgotten, but if you fail to comply with Florida's local compliance regulations, you may be putting yourself and your company at risk.
Florida, like most states, has a specific set of requirements for Foreign Qualification: a state fee, an application process and a Certificate of Good Standing from Delaware. The Certificate of Good Standing can be no more than 90 days old.
Florida also requires that you have a Registered Agent; the Registered Agent will be required to sign the application. A Director or officer will also have to sign the application on behalf of the corporation. The document Florida returns to you is called a Certificate of Authority. This document is often used to obtain a business license, open a bank account or file a DBA in Florida.
Please keep in mind that applications and paperwork filed in Florida will be on the public record, unlike in Delaware. However, county filing and newspaper publication is not required, unless specifically mandated by the county of the Registered Agent.
Once your business is registered in Florida as a foreign corporation, you will be required to file an annual report. The cost of the annual report is $150, and is due by May 1 of the following year. Often, your Registered Agent will forward you the notice approximately 60 days before the due date. Please note that a Delaware corporation will still be responsible for Delaware Franchise Taxes as well, which are due by March 1.
We are specialists in Foreign Qualification, and we register companies in Florida, as well as other states, every day. We can help you prepare the application, obtain a Certificate of Good Standing from Delaware and file all the necessary documents in Florida.
Generally, we can obtain your Certificate of Authority in about two business days. We are also able to act as your Registered Agent in Florida. For more information, or to register your Delaware corporation in Florida and start doing business in Florida, please call 1-800-345-2677, Ext. 6130.
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.
There are 9 comments left for Doing Business in Florida as a Foreign CorporationFrank Coladonato said: Thursday, September 6, 2018
We have a home based employee that will be moving to Florida, other than employer tax IDs for processing payroll does our company need to register to do business in FL and file a Corporate Tax return even if there is no business activities in the state of Florida?HBS Staff replied: Thursday, September 6, 2018
When having an employee operate from Florida, often clients will register as a Foreign Entity there in order to have Florida’s permission to do business. Income taxes would generally be paid there as well but clients will often discuss this strategy with a tax professional.P.K.Senapati said: Monday, August 20, 2018
I am thinking to have a small startup at Bangalore India and do business with Aerospace companies in Florida US. What is the procedure.HBS Staff replied: Monday, August 20, 2018
P.K., we are happy to assist. Often clients will first form the Delaware company and register it as a foreign entity in Florida. Would you like a phone call to proceed?Andrew Case said: Sunday, July 22, 2018
I’m a Florida FL resident and have formed a FL LLC to launch my internet-based social media affiliate marketing firm. FL offers no privacy for LLC members and managers, so I am considering registering a Delaware DE LLC using a DE registered agent agency wherein the DE LLC will be the sole member and manager of my FL LLC. Please tell me if this option is the best option. Also, wherein my new DE LLC will be the sole member and manager for the FL LLC, should my DE LLC be registered as a DE Domestic LLC or a DE Foreign LLC? Note, there is no state personal income tax in FL. Thank you.HBS Staff replied: Friday, August 10, 2018
Andrew, when forming a Delaware Company, your business will be domestic to Delaware and foreign to every other State. When operating in Florida, typically clients will register the Delaware company as a foreign entity in Florida. When doing so, Florida will require one person to sign this document. This does take away some privacy, however the business will still operate under Delaware’s law structure.kasym said: Wednesday, March 28, 2018
You can open a Florida company and make payment by installments. Hi.John McIntyre said: Tuesday, March 20, 2018
I have a business in NY and I want to start doing business in Florida. I need to open a bank account here but must register the company in Florida before doing so. How do I do this?HBS Staff replied: Thursday, March 22, 2018
Here are two webpages that will be helpful to you:
We can help you file for Foreign Qualification in Florida. Simply call us at 1-800-345-2677 or live chat with us from our homepage.
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