Foreign LLC Registration in Florida — When and How to Register

A "foreign LLC" is an LLC formed in another state that needs to conduct business in Florida. If your LLC was formed in Delaware, Wyoming, Texas, or any other state and you have employees, an office, ongoing customer relationships, or regular business activities in Florida, you must register as a foreign LLC with the Division of Corporations. The filing is called an Application for Authorization (Form INHS62), costs $125, and is filed through Sunbiz.org.

For all LLC types, see our types overview. To compare forming in Florida vs. other states, see Florida vs Delaware and Florida vs Wyoming.

When Foreign LLC Registration Is Required

Under §605.0902, a foreign LLC must register before "transacting business" in Florida. The statute does not define "transacting business" precisely but does list activities that do NOT constitute transacting business:

Activities that do NOT require registration:

• Maintaining a bank account in Florida
• Selling through independent contractors
• Conducting an isolated transaction (completed within 30 days, not repeated)
• Holding a meeting of members in Florida
• Owning real property in Florida (ownership alone, without active management)
• Creating or acquiring debt or security interests

Activities that DO typically require registration:

• Having an office or physical place of business in Florida
• Having employees working in Florida
• Actively managing real property in Florida (landlording, property management)
• Soliciting orders or providing services to Florida customers on an ongoing basis
• Entering into repeated contracts with Florida parties
• Having a Florida mailing address for business purposes

The practical test: If your LLC's Florida activities are more than occasional and passive, you likely need to register.

Consequences of Not Registering

Under §605.0904, a foreign LLC transacting business in Florida without registration:

• Cannot maintain a lawsuit in Florida courts — your LLC cannot sue to enforce contracts, collect debts, or assert rights in Florida until it registers
• Can still be SUED in Florida — the inability to maintain a lawsuit is not a defense against being sued
• Faces a penalty — the Division can charge a penalty equal to the fees that would have been owed during the period of non-registration
• Must register retroactively — paying back fees for the years it should have been registered

This is not a criminal issue, but the inability to sue in Florida courts can be devastating if a Florida client or vendor defaults on a contract with you.

How to Register: Application for Authorization (Form INHS62)

Filed through: Sunbiz.org Fee: $125

Required information:

1. LLC's legal name (must be distinguishable from existing FL entities or use a fictitious name)
2. State of formation (where the LLC was originally formed)
3. Date of formation in the home state
4. Principal office address (can be outside Florida)
5. Florida registered agent name and physical FL address (§605.0113 requirements apply)
6. Name and address of each manager or member (depending on management structure)
7. Mailing address for state correspondence
8. Certificate of Existence from the home state (proving the LLC is in good standing there)

Processing: 1-2 business days (online filing through Sunbiz.org), same speed as domestic LLC formation.

Ongoing Obligations After Registration

Once registered, your foreign LLC has the same Florida compliance obligations as a domestic LLC:

• Annual report: $138.75 due May 1 through Sunbiz.org (same deadline, same late fee of $400)
• Registered agent: Must continuously maintain a Florida registered agent (§605.0113)
• Taxes: Subject to all applicable Florida taxes (sales tax, tangible property tax) if engaging in taxable activities
• Business licenses: Must obtain local business tax receipts and any required state licenses

You also maintain compliance in your home state. This means paying annual fees and filing reports in both states — which is why we recommend forming directly in Florida if your primary operations are here.

Name Requirements for Foreign LLCs

Your LLC's legal name must be distinguishable from existing entities on the Division's records. If your home-state name conflicts with an existing Florida entity, you have two options:

1. Register under a fictitious name — File your Application for Authorization using an available name that complies with Florida's naming rules (the fictitious name is used only in Florida)
2. Add a distinguishing element — Some entities add the home state to their name (e.g., "Smith Holdings [Delaware] LLC")

FAQ

Do I need a registered agent in Florida if my LLC is from another state?

Yes. A Florida-registered foreign LLC must maintain a registered agent with a physical Florida street address, meeting the same requirements as domestic LLCs under §605.0113. This is separate from any registered agent in your home state.

How much does it cost annually to maintain a foreign LLC registration in Florida?

$138.75/year (annual report) + your Florida registered agent ($99/year with our service) = approximately $237.75/year in Florida. Plus whatever your home state charges annually. Total dual-state cost typically ranges from $300 to $700/year depending on your home state.

Can I withdraw my foreign LLC registration if I stop doing business in Florida?

Yes. File a Certificate of Withdrawal with the Division of Corporations through Sunbiz.org. This ends your annual report obligation and formally terminates your authorization to transact business in Florida.

Is there a difference between "domesticating" and "registering as foreign"?

Yes. Registration keeps your LLC formed in the other state while authorizing it to operate in Florida (dual-state compliance). Domestication converts your LLC FROM the other state TO Florida — it becomes a Florida domestic LLC and you stop maintaining compliance in the other state. Domestication is a more permanent move.

What happens if my home-state LLC is dissolved?

If your LLC loses its good standing in its state of formation (through dissolution, revocation, etc.), your Florida foreign LLC registration is jeopardized. The Division may revoke your authorization if your home-state entity is no longer active. Maintain compliance in both states simultaneously.