Florida Foreign LLC Certificate of Authority

Chapter 605 never defines "transacting business," and Florida's list of exclusions in § 605.0905 comes with a twist found in few other states. After thirteen exempt activities, subsection (3) says that owning income-producing real property or tangible personal property in Florida, other than the property the list already excludes, does count as transacting business. A company that holds only a rental property in Florida may therefore need a certificate of authority, even with no office or employees here.

The exempt activities include defending or settling a proceeding, holding meetings of members or managers, maintaining bank accounts, using transfer agents and trustees for your own securities, using independent contractors to sell, soliciting orders that only become contracts once accepted elsewhere, borrowing and granting security interests, collecting debts, interstate commerce, and owning a Florida subsidiary or a limited partner interest without managing the partnership. Two more matter for small companies: a lone transaction finished inside 30 days that does not belong to a repeating line of similar ones, and owning property "without more."

The statute states that its list is not exhaustive and that it does not settle taxation or service of process. An online seller with no physical footprint in Florida is gray territory the statute does not answer, so treat a Florida office, staff or income property as the clear triggers.

Section 605.0902 requires a foreign LLC to obtain a certificate of authority before it transacts business in Florida, and the way to get one is Form CR2E027. Florida's filing office is the Registration Section of the Division of Corporations in Tallahassee. The form goes by mail or courier with a check payable to the Florida Department of State, and a cover letter should accompany it. The Division's online filing menu does not include foreign LLC qualification, and Florida says plainly that it does not offer expedited service. Documents are processed in the order received, with no stated time.

The state fee is $125, made up of a $100 filing fee and a $25 charge for designating the registered agent. Our checkout adds $199 for the preparation to the $125 state fee, so the total today is $324.

The form asks for the name, with an alternate name if it is unavailable, the jurisdiction of organization, an FEI number if you have one, and the date you first transacted business in Florida if that was before registering. The state flags that date because it feeds the penalty calculation. You also give the principal office street address, a mailing address, the Florida registered agent with a signed acceptance, and up to six members, managers or authorized persons, with an attachment for more. Everything is public record, and the form warns that false information is a third-degree felony.

Attach a certificate of existence, or a record of similar import, signed by the official holding your public records where the LLC was formed. Section 605.0902(2) requires it to be dated no more than 90 days before the application reaches Florida, so order it close to the filing date. If it is in a foreign language, a translation under the translator's oath goes with it. Florida does not require a certified copy of your formation document.

The certificate comes from your home state's filing office, and its price depends on that state, not on Florida. Have it in your hands before the paper application is put together.

A Florida filing name has to carry one of the designators the statute allows (the words limited liability company, or L.L.C., or LLC) and be distinguishable on the Division's records. Changing "and" to "&," adding an article, or switching singular to plural will not make a name distinguishable. If your name is taken, section 605.0906 has you adopt an alternate name that complies for use in Florida. It goes in item 1 of the application, with no separate fictitious name registration. Florida no longer takes name reservations or does preliminary name checks, but the public search on Sunbiz is free. A written consent form for an alternate name, CR2E122, is also available.

Florida requires a registered office and a registered agent for every foreign LLC with authority (§ 605.0113). Your choices are a Florida-resident individual whose business address matches the registered office, another Florida-formed entity of an approved type, or an entity from elsewhere that holds Florida authority itself. Approved types are the for-profit corporation, LLC, LLP and LP. No P.O. box is accepted, and the agent signs an acceptance. A separate statute, § 48.091, requires the office to be open from 10 a.m. to noon and 2 p.m. to 4 p.m. on weekdays except legal holidays, with someone present to take service. The agent must forward anything served on it.

An unauthorized foreign LLC cannot maintain a lawsuit in Florida, and a court can stay a suit it has filed until it obtains the certificate (§ 605.0904). Contracts, deeds and mortgages stay valid, the LLC can defend itself, and members and managers are not liable solely because the company worked here unregistered. By transacting business in Florida it also appoints the Department of State as its agent for service.

The financial hit comes through subsection (7). For the years or parts of years it operated without authority, the LLC owes all the fees and penalties that would have applied had it applied on time, plus a civil penalty of at least $500 and no more than $1,000 for each year or part of one. Take a company that began operating in March 2025 and applied in October 2026. That is two years or parts of years, or $1,000 to $2,000 in civil penalties, plus back fees the statute does not itemize. The Department of Legal Affairs may also go to court for an injunction (§ 605.0913), and Chapter 605 lists no grace period.

Florida treats a foreign LLC like its own LLCs when it comes to reporting. An annual report is due online each year between January 1 and May 1, starting the year after the certificate of authority is issued, and the fee is $138.75. A report received after May 1 carries a $400 late fee that cannot be waived. Reminders go to the email address on your cover letter. An LLC that has not filed by 5 p.m. Eastern on the third Friday in September is revoked on the fourth Friday (§ 605.0908). Other grounds for revocation include missing a fee or penalty and having no registered agent. A notice of intent comes first, with 60 days to correct the problem.

Other changes are modest. An amendment to the certificate within 90 days of a change in name, jurisdiction, agent or managers is $25, a change of agent is $25 on Form INHS18, and reinstatement after revocation is $100 plus each year's annual report fee. Florida tax registrations may also apply depending on the business.

To leave, file the Notice of Withdrawal of Certificate of Authority (Form CR2E057, § 605.0910), which costs $25 and can be filed online by card or by mail with a check.

Give us the company details and your certificate of existence. We prepare Form CR2E027, put your Florida registered agent on it, and send it to the Division of Corporations. Your agent costs nothing for twelve months and $149 a year after that. If a lawsuit or other formal papers reach us for your company, they are scanned and uploaded for you that same business day, free.

Today's payment pays for the application and year one of agent service. The spring annual report and any tax filings are not in it. We handle paperwork; we are not attorneys.

An out-of-state corporation can use the same checkout. The checkout fee and total match the LLC's, $269 today.