When a company created in a state other than Florida wants to expand within state jurisdiction, the owner must qualify or register the business with the State Department. Keep reading to find an overview of the rules to qualify a foreign company to do business in Florida.
Foreign Business in Florida – Understanding the Concept
Any company formed in another state that enters Florida’s market to transact business is considered a foreign business. Florida Statutes §607.1501 (1) expressly state that “a foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.”
Please note that the statutes do not define “transacting business,” providing a non-exhaustive list of activities that do not constitute transacting business in Florida.
A local legal advisor is crucial to help out-of-state entrepreneurs identify which activities require foreign registration within state jurisdiction.
How Can I Qualify My Company as a Foreign Business in Florida? – Registering a Foreign Business
Certificate of Existence
You must obtain a Certificate of Existence issued by the state where the company was formed. A Certificate of Existence is an official document showing that the company is in good standing in its state of origin.
Depending on the state where the document was requested, there is no preset number of days to obtain the Certificate of Existence. To avoid delays, company owners should order a copy immediately after deciding to file for a foreign qualification in Florida.
Florida’s pro-business climate attracts companies from several states to expand into the state. To guarantee legal compliance, the state has solid statutory rules and requirements to regulate different business entities.
It is fundamental that owners of companies formed out of the state consult with a local business attorney to guarantee they meet the requirements to qualify as a “foreign business” in Florida.
Preparing ad Submitting the Application Forms
In Florida, the application process for foreign businesses occurs through the Department of State’s website. Owners may file online or download and fill out the required forms in writing.
When filling out the application forms, applicants must provide all the required information about the company, which includes:
- Identifying who is filing the application
- Providing that individual’s contact information
- Providing the business owner’s name and address
- Identifying the company’s original state and business name
- Providing the Federal Employer Identification Number (FEIN) (if applicable)
- Providing the company’s principal place of business and mailing address
- Identifying the company’s registered agent in Florida
- Listing the names and addresses of all owners, managers, and authorized persons
Please note that the person filling out the forms must have the authority to do so on the company’s behalf. The forms must be signed by the individual who filled out the document and the company’s registered agent.
Once the document is filled out and signed, it is possible to submit it to Florida’s Department of State. Applying online is usually the best alternative in terms of processing time.
Please note that qualifying as a foreign business is only the first step. An out-of-state company registered as a foreign business in Florida must comply with the required formalities to maintain its legal status within state jurisdiction.