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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.
The state also requires that you have a Florida Registered Agent which 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.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
There are 11 comments left for Doing Business in Florida as a Foreign Corporationkasym 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.Anna said: Friday, January 12, 2018
Hello, Do we need to register our corporation in Florida if we hired an employee form Florida, who will work remotely?HBS Staff replied: Friday, January 12, 2018
Often business owners register as a foreign entity in any state or states where they do business, have an employee, or open a bank account. This is to ensure that the state in question has given them the authority to operate under Delaware’s law structure.Giselle Maria said: Wednesday, December 20, 2017
Sirs, I wil like to know the process to follow for registering our foreign company in the U.S. as a Limited Liability Company. Will appreciate you're help. Regards, Giselle MariaHBS Staff replied: Wednesday, December 20, 2017
Please click here for detailed information on the formation process, banking, taxes and much more, specific to our NON U.S. clients.???????
This will provide step by step information to form the LLC: https://www.delawareinc.com/before-forming-your-company/how-to-file-a-corporation-llc/
JORGE said: Friday, March 10, 2017
Please clarify. If the officers are not stated in a Delaware LLC, but when you register in Florida as Foreign Qualification, you must state it, so becomes Public information. The fees are double because you need to setup a company in Florida also. ThanksHBS Staff replied: Monday, March 13, 2017
Traditionally, LLCs are filed in Delaware without listing the names of the members with the state. This means changes in ownership can generally just be handled internally. The operations and management of the LLC are governed by a written agreement among its owners that is not required to be publicly filed or disclosed to the Delaware Division of Corporations. As a result, an LLC allows secure anonymity and the ability to create a customized management structure, which prescribes the economic relationship among owners. The agreement can be written in any language and is not required to be translated into English.
The Delaware LLC statute allows parties to define their business relationship in a written agreement as they so desire. This is called "freedom of contract." Delaware law provides rules only for those matters on which the parties have failed to agree. The stated policy of the Delaware LLC law is to give maximum effect to the principle of "freedom of contract" and to the enforceability of LLC agreements. The contractual flexibility offered by the Delaware Act is unmatched by any other LLC statute.
To read more about the LLC Agreement visit https://www.delawareinc.com/blog/101-on-an-llc-agreement/
Your business is considered domestic to the State where formed, and foreign in all other states. To take advantage of the strong corporate law structure, Delaware is by far the most popular domestic choice.
If your business will have a physical presence by operating, hiring employees, banking or even holding an asset in a state other than the state of Incorporation, clients will often qualify the business to operate in that state.
The foreign qualification process enables a company to transact business in a jurisdiction other than where it was formed. By failing to comply with local compliance issues, you may be putting the protection of your company at risk.
Since each state has its own requirements,we can help you with your foreign qualification. We have experienced filing specialists who can obtain all the required documents and prepare and file the specific forms for your state in a timely manner. The cost for the Florida foreign qualification, including Registered Agent Service, the Certificate of Good Standing and all State filing fees, will be $507.
For more information on the foreign qualification process https://www.delawareinc.com/blog/what-is-foreign-qualification/