How to Get Foreign Qualification in Florida (2022)

Do you own a limited liability company (LLC) created in a state other than Florida, but you want to expand your business to the The Sunshine State? If so, you’ll need to qualify your foreign LLC in order to transact business in Florida.

What is a foreign qualification and how do foreign LLCs function within the state of Florida? In this guide, we’ll answer these questions and more.

Guru Tip: If you’d rather hire an online service to handle this process for you, many of the best LLC services can handle it for you.

What Is a Foreign Qualification?

A foreign qualification enables your limited liability company to do business in the state of Florida. It doesn’t matter which state you originally formed your business in ― or in other words, the state your domestic LLC is located in ― as the qualification process to register a foreign LLC in Florida is the same regardless of where your domestic LLC is based.

The confusion surrounding foreign qualification usually centers on what it means to “do business” in a state outside of your primary state. This gets especially problematic considering some states don’t strictly define what it means to transact business in that state. Like many states, Florida does not clearly define what it means to “do business.” However, the state has adopted the Revised Model Act, which outlines activities that do NOT qualify as “doing business.” The state has also added additional provisions related to subsidiary corporations and limited partnerships.

What Qualifies as ‘Doing Business’ in Florida

The Florida Secretary of State does not provide a definition of “doing business.” However, Florida businesses, both foreign and domestic, are subject to the provisions of the Revised Model Act, meaning that all entities are evaluated on a case-by-case basis.

What Does NOT Qualify as ‘Doing Business’ in Florida

The following activities do not qualify as “doing business,” according to the Florida Business Corporation Act:

• Maintaining, defending, or settling any proceeding.
• Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
• Maintaining bank accounts.
• Maintaining officers or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities.
• Selling through independent contractors.
• Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.
• Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
• Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
• Transacting business in interstate commerce.
• Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
• Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.
• Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.
• Owning, without more, real or personal property.

How to Get Foreign Qualification in Florida

To obtain Foreign Qualification for your LLC, you must file a Qualification of Foreign LLC form. This requires the following information:

• Filing party’s name, address, and contact information
• Name and address of your LLC
• Name, address, contact information, and signature of the registered agent
• Name, address and contact information of managers and/or primary LLC members
• Certificate of Existence
• Filing party’s signature

Filing Fee: $125, though additional fees apply if you want a certified copy or certificate of status. Checks must be made payable to “Florida Department of State” and all forms must be mailed to the following address:

Division of Corporations Registration Section P.O. Box 6327 Tallahassee, FL 32314

What Is the Penalty for Not Getting Foreign Qualification in Florida?

There are several major penalties for foreign entities that do not register as such with state of Florida. The following penalties may apply:

• A fine between $500 to $1000 per year for every year that the entity has done business without foreign qualification
• An unregistered foreign entity is liable for all fees necessary to obtain foreign qualification
• An unregistered foreign entity cannot maintain any action or proceeding in a Florida court

Should I Hire a Business Service Provider to File My Florida Foreign Qualification?

If you don’t want to handle your foreign qualification on your own, you have options. Some entrepreneurs choose to hire a lawyer to prepare and file their Certificate of Authority, which can be a good option if you’re concerned about getting the job done right. However, attorney’s fees can be quite expensive.

The other option is to hire a business service provider like Incfile or ZenBusiness to register your foreign LLC with the state of Florida.

These companies can typically get your foreign qualification done for a fraction of the price of an attorney. This is our preferred route if you don’t want to go with the DIY option.

Conclusion

Getting Foreign Qualification in Florida is not overly complicated, but it requires several steps and paperwork that must be filed for different purposes. It is not expensive, but the penalties for non-compliance can be pretty steep. Considering the consequences of doing business as an unregistered foreign entity, this is not a step that you should take lightly. This is especially true if your foreign business has been operating in the state for an extended period of time without foreign qualification.

We hope this article managed to answer your questions about obtaining a Florida foreign qualification, and we wish you a prosperous business future!