Foreign Corporation Florida Qualification
What is a Florida Foreign Corporation?
A Florida Foreign Corporation is an INC originally formed in another state that registers to do business in Florida. The process of registering a foreign Corporation in Florida is called foreign qualification. Foreign qualification is used to register a foreign company so that it may transact business in the state of Florida. There are a few requirements when filing an application for registration in Florida.
Foreign Corporations can register the Foreign Corporations name in Florida for the period of one year, a renewal will be required to continue the registration for another year.
How to Register A Foreign Corporation in Florida
Florida Foreign LLC Requirements
- Registered Agent
- Officers and or Directors
- Cover Letter
The name of the Corporation formed in it’s original jurisdiction will be listed and if that name is not available, an alternate name may be used for the filing. The name used in Florida must contain the words “Incorporated”, “Company”, “Corporation”, “Inc.”, “Co.”, “inc”, “Co” or “Corp”.
State/Country where the Corporation was originally formed will be listed.
Date of formation and the date the Foreign Corporation will begin transacting business in Florida is required information.
A Principal Office address and a Principal Office Mailing address is a requirement. The mailing address can be a PO Box address.
A Florida Registered Agent’s duties include:
- Maintaining a registered office (physical street location within the state)
- Remaining open during regular business hours
- Accepting service of process and official business mail on behalf of clients
- Contacting clients when mail arrives at registered office
- Forwarding all documents to clients in a timely manner
Officers and or Directors
List the person with their title and address, this is required in the state of Florida.
The cover letter will include the name of the Corp, name of person, firm/company, address,email and contact persons info.
How to File a Florida Foreign Corporation Qualification Document
Steps in registering a foreign corporation in Florida:
- Select a Corporate Name in Florida: The first step of a foreign qualification in Florida is choosing a name that not only meets the standards of state law but that is also not currently in use by another business entity within the state. An alternate name must be supplied if the name is already in use.
- File Application for Authorization: In compliance with Section 607.1503 FS, to register a foreign corporation you file an Application by Foreign Corporation for Authorization to Transact Business in Florida. This is filed with the Division of Corporations. There is a $70 filing fee.
- File Certificate of Existence: A Certificate of Existence (also called a Cert. of Good Standing) must accompany the Application for Authorization. This is received from your home state’s Secretary of State. It can be no older than 90 days.
- Appoint a Registered Agent: A foreign corporation qualification is not complete without the designation of a Florida registered agent. An agent is appointed on the Application.
- File Annual Report and Pay Taxes: Once a foreign corporation qualification is complete, an annual report must be filed the following year by May 1. There is a $150 fee. Corporations are assessed a 5.5% corporate tax.
What is a Certificate of Existence?
A CE is issued by a corporation’s home state’s Secretary of State. The document certifies that the corporation is in good standing in its home state and has currently paid all of its taxes. This document is also called a Cert. of Good Standing.
Foreign Corporation Registration Quick Facts
The Form Application by Foreign Corporation for Authorization to Transact Business in Florida The Fee $70 Additional Forms Certificate of Existence The Agency Florida Division of Corporations Online Filing No Annual Report Due May 1 AR Fee $150 Corporate Tax 5.5%
Annual Report and Florida Taxes
After you register a foreign corporation, an annual report must be filed the following year by May 1. Annual reports can be filed online through the Division of Corporations website. The fee is $150. Reports filed after May 1 will be charged a late fee of $400.
To file a report online, a corporation will need to provide the entity document number, a Federal Employer Identification Number (FEIN) if applicable, a valid email address, and a major credit card number (if paying online).
The corporate tax rate in Florida is 5.5%.
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