When a business entity is formed in its home state, it is considered a domestic entity. The term “foreign entity” refers to a company that is doing business in another state than its home state. In this article, you will have a full guide on foreign entity registration in Florida.
Foreign Entity Registration in Florida – The Essentials
The state in which a company is formed is referred to as its home state or domestic state. If the company expands out of its home state’s jurisdiction limits, it will be considered a foreign entity in other states.
Each state grants certain protections for the companies formed within state jurisdiction, including the entity’s right to represent itself and its business interests.
Expanding a company to another state requires the process of registration as a foreign entity. This way, it is possible to preserve the business’s legal status, conduct business in that state, and enjoy the necessary legal protections.
When is Foreign Entity Registration Required in Florida?
While the owner of a company only files Articles of Incorporation or Organization in the business’s home state, it is necessary to file foreign entity registration in any other state where the business intends to conduct business.
Florida Statutes §607.1501(1) provides that “a foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.”
For instance, if you formed a business in Georgia but you live and intend to operate in Florida, your company is considered a foreign entity under Florida law and requires proper registration.
Which Business Activities Do Not Require Foreign Entity Registration in Florida?
Florida Statutes does not explicitly define what “transacting business” is. Instead, Section 607.1501 provides a non-exhaustive list of activities that do not constitute transacting business within state jurisdiction.
The list of business activities that may not require foreign entity registration includes:
- “Maintaining, defending, mediating, arbitrating, or settling any proceeding
- Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors
- Maintaining accounts in financial institutions
- Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation 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, or security interests in real or personal property
- Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, or holding, protecting, or maintaining property so acquired
- 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 limited liability company formed in, or transacting business within, this state; or voting the shares of any such subsidiary corporation or voting the membership interests of any such limited liability company, which it has lawfully acquired
- Owning a limited partnership interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner
- Owning, protecting, and maintaining, without more, real or personal property”
Do You Need Further Guidance on Foreign Entity Registration in Florida? – Immediately Contact Attorney Romy B. Jurado
Foreign entity registration requires expert legal guidance. Waste no time with uncertainty – call Attorney Romy B. Jurado today at (305) 921-0976 or email [email protected] to schedule a consultation.