How do you register an out-of-state, or foreign, limited liability company in the state of Florida?

You may have an LLC which is organized in another state outside Florida. Your LLC could have been formed in any state, such as Ohio, Pennsylvania, Texas or New Jersey. If you have plans to relocate to Florida, and you desire to newly transact your foreign business there, certain legal procedures must be followed.

If you want your existing LLC to transact business in Florida your entity will need to apply for a certificate of authority with the department of state.

How do I submit my foreign LLC’s application for a certificate of authority with the state of Florida?

To legally transact business in Florida, your foreign LLC must submit an application to the department of state. The application will ask you to provide certain information.

The information will include the following:

  • The name of your out-of-state LLC.
  • The name of the state or jurisdiction in which your LLC was organized.
  • The pertinent address information of the foreign LLC.
  • The name and street address of the foreign LLC’s designated registered agent in the state of Florida. If you do not yet have a street address in Florida at the time of your application, then you may need to retain the services of a registered agent service to provide you with temporary registered agent services.

Your application to obtain a certificate of authority must also include a certificate of existence, or certificate of good standing, from the state in which your LLC was formed. This document cannot be more than 90 days old.

Once my LLC has obtained its certificate of authority from the state of Florida what does that mean?

Once your certificate of authority is granted by the department of state, your foreign LLC may fully transact business in the state. Each year your foreign LLC will be required to maintain its active status with the state of Florida by paying annual dues to the state.

LLC Conversions in Florida: An Alternative to Foreign Registration

In lieu of obtaining a certificate of authority from the state of Florida, your foreign LLC could apply to convert itself into a Florida limited liability company. The process of “conversion” is a bit different from a simple registration. It also involves some more legwork. The process of conversion will have the effect of making your foreign LLC turn into a Florida-governed LLC.

Why should I convert my foreign LLC into a Florida LLC?

The decision to convert your foreign entity into a Florida LLC will depend on the specific needs of your situation. If, for example, you want to keep the continuity of your entity (same accounts and tax identification number) and you have no further plans to operate in your old state, then a conversion could work for you. If, however, your foreign entity still plans to conduct operations in your old state, but you want your entity to also transact business in Florida, then obtaining a certificate of authority might be the easier option.

How do I convert my foreign business entity into a Florida LLC?

You can convert your foreign entity into a Florida LLC only if the state laws of your foreign entity will allow a conversion to take place. Accordingly, a competent business attorney would need to examine your state’s corporate or LLC laws to make sure that a conversion is feasible. For example, if you own a New York LLC or California LLC, it must first be confirmed that New York law or California law allows a conversion of an LLC to take place in another jurisdiction. If so, the procedures for conversion that are set forth in the other state’s corporate laws must be followed.

Eventually, the entity that seeks to convert to a Florida LLC must file articles of conversion with the state of Florida. Once filed, the foreign entity has been converted into a Florida LLC.

Does your firm help foreign LLC’s register to do business in Florida?

Yes, my law firm routinely assists foreign LLC’s and foreign corporations with making application to transact business in Florida. We will do all of the legwork for you. The service includes completion of the application, securing the LLC’s domesticated certificate of existence, and attending to any other matters which might affect the success of the application process. We can give you a fair quote over the phone or via email.