Foreign LLPs in Florida: Statement of Foreign Qualification

Chapter 620 of the Florida Statutes, the partnership act, treats an LLP organized outside the state as a foreign limited liability partnership. Section 620.9102 tells it to comply with the partnership registration provision and then file a statement of foreign qualification, all before transacting business. The state's form is INHS67, the Statement of Qualification for Florida or Foreign Limited Liability Partnership, and the Division of Corporations takes it.

The place where the partnership was formed keeps its say over what partners owe each other and how far they are liable for partnership obligations (section 620.9101). Florida cannot turn the statement away because its own law differs. The statement also does not permit business that a Florida LLP could not conduct, so a licensed profession still follows its licensing board's rules.

Florida does not define transacting business. Section 620.9104(1) lists exclusions, stating that it includes but is not limited to them. In short, the safe list covers bank-type accounts, partner meetings and internal matters, handling or settling litigation, transfer offices or trustees for the partnership's own securities, using independent contractors, orders that only become binding on acceptance outside Florida, borrowing and lending with mortgages or security, collecting debts and holding what is recovered, a single deal finished within 30 days, interstate commerce, owning a subsidiary or voting its stock, owning a limited partnership interest without managing it, and holding ordinary property without more.

Income-producing property is different

Subsection (2) reverses the property item when the asset earns money. Owning rental real estate, such as a leased building, or Florida-based tangible assets that earn income, counts as transacting business unless the safe list excuses it. A partnership that holds such an asset here, with no office or staff, can therefore still need the statement. Service of process, taxation and regulation are left to other laws, so ask a Florida lawyer whether the facts require registration.

Florida charges no single flat fee. The statement of foreign qualification costs $25 under section 620.81055. Section 620.8105 also requires a partnership registration statement, form CR2E074, at $50, before any statement can be filed, and INHS67 asks for the partnership's Florida registration number or for the registration statement to be attached with its fee. For a partnership with no Florida registration, the pair adds up to $75. A partnership already registered pays only the $25 statement.

A certified copy of either document is an optional $52.50. Mail them with a cover letter and a single check to the order of the Florida Department of State to the Reinstatement Section, P.O. Box 6327, Tallahassee. Courier packages go to the Division's street address, 2415 N. Monroe Street, Suite 810, in The Centre of Tallahassee building.

What each form asks

• Registration statement. Partnership name, place of formation, FEI number, chief executive office address, any Florida principal office, and either a list of every partner with a mailing address or a Florida agent who keeps that list. Two partners sign.
• Statement of qualification. The name ending in its LLP designator, the chief executive office and any Florida principal office, the Florida agent's name and street address, an election to be an LLP, and an optional later effective date. A partner or authorized person signs.

A home-state certificate is not part of this filing, whatever name the home office gives it. Section 620.9102(1) sets out what the statement must contain, and neither that text nor INHS67 asks the home jurisdiction for anything. Instead, the person who signs swears to the truth of the facts, and the Division warns that false statements in a state filing carry felony exposure.

That makes this the lightest Florida foreign filing to assemble. Collect the partnership's name as it stands at home, check that it ends with an accepted LLP designator, and have the agent's Florida street address ready.

Under sections 620.9002 and 620.9102 the name must finish with a recognized LLP designator, whether the full phrase Limited Liability Partnership, its Registered form, or an abbreviation such as LLP or RLLP. It must also meet the naming law of the home jurisdiction.

The agent

The statement names an agent for service of process. That role can go to an individual living in Florida, or to an entity or other person with authority to do business here, always at a Florida street address. Under section 48.091 the registered office has to stay open from 10 a.m. to noon and from 2 p.m. to 4 p.m. on any day other than a Saturday, Sunday or legal holiday, with someone present to accept process. Changing the agent later is an amendment, and the Division lists amendments to a statement or registration at $25.

Each year from January 1 to May 1, beginning the year after it becomes authorized in Florida, the foreign LLP files an annual report. The Division's fee is $25. The report shows the partnership name, where it was formed, the executive office and any Florida principal office, an FEI number or the status of an application for one, and the agent.

If the report and fee have not arrived by 5 p.m. Eastern on the third Friday in September, the Department can revoke the statement after serving a 60-day notice. The revocation touches only the LLP status and leaves the partnership itself intact. The partnership has two years to apply for reinstatement, at $25 plus $25 for every year due.

Amending or ending the qualification

• Amending a statement or registration costs $25.
• Cancelling a statement or registration costs $25, using the Division's Cancellation of Partnership Statement, form CR2E069.
• Florida licenses and taxes sit outside this filing.

Sections 620.9103 and 620.9105 set modest consequences.

• Courts. Without a statement in effect, a foreign LLP doing business in Florida may not bring or maintain a case here.
• Contracts. A missing statement does not impair a contract or act, and the partnership may still defend itself.
• Partners. The limits on partners' personal liability are not waived merely because of the omission.
• Service. The Secretary of State may take substituted service in actions arising from the partnership's Florida business.
• Injunction. The Attorney General may sue to restrain unauthorized business.

Neither section sets a fine, back fee or civil penalty.

Mainstay Filing's foreign qualification checkout is not built for LLPs, so the partnership prepares its Florida registration statement and statement of qualification on its own or with counsel. What Mainstay Filing provides is the registered agent, for $149 per year, flat at renewal. The agent's Florida address is printed on the statement for anyone to read.

Lawsuit papers that reach the agent go into your online account on that same business day with no fee, and three government mailings per year get the same service at no cost. If another agent is on file now, Mainstay Filing will file the replacement and bill only the state's fee. A company can act as the agent here, and Mainstay Filing's is one. Mainstay Filing isn't a law firm. Read about the service on the Florida registered agent page.