A Certificate of Authority to do business in Florida is a legal document required to register a foreign (or out-of-state) company with the Florida Department of State in a bid to conduct business in the country. Businesses with foreign status normally apply for this certificate because it reduces the cost to incorporate as a new company in the state.
If you have a business that was founded outside Florida, you must meet the requirements or register it in the state in order to operate there.
If your company is not formed in Florida, it is referred to as a foreign company. According to Florida Statutes, if you want to conduct your business in the state, you are expected to register your foreign company with them. To register your business in Florida, you must file an application with the Florida Department of State (DOS).
You can also download the application form from their website. Note that if your company conducts business in Florida without authorization, it cannot file a lawsuit there. Your company will be responsible for all fees and penalties; like a civil penalty of $500 to $1,000 for each year when your company conducts business without a certificate of authority.
A company member or manager is not responsible for the company’s debts, obligations, or other liabilities if the company carries out business in Florida without a certificate of authority. A few businesses can apply for a temporary certificate of authority to operate in the state on a specific project for less than three months. To do that, the company must comply with Section 471.023 and pay the required filing fee.
How to Apply for a Certificate of Authority to Do Business in Florida
Table of Contents
- Acquire A Certificate Of Existence From Your Home State
- Register An Agent in Florida
- The Foreign Qualification Application Should Be Completed
- Submit Application And The Required Fees
- File Annual Reports After Qualifying As A Foreign Corporation Doing Business In Florida
- Florida Certificate of Authority Application Fees
Acquire A Certificate Of Existence From Your Home State
Foreign corporations are expected to submit an original certificate of existence as part of the application process. This certificate is known as a certificate of good standing, it is a formal document that demonstrates your corporation’s proper creation and legal authority to conduct business.
To meet the criteria as a foreign corporation in Florida, you will need to have an authenticated original certificate of existence, not a photocopy. As a result, you must apply and receive an official certificate from Florida’s Secretary of State or from the state you plan to start your corporation. The certificate should be issued within 90 days of application.
Register An Agent in Florida
Foreign corporations are required to maintain a registered agent in Florida. A registered agent accepts service of process and government notice on your behalf. When filling out your Florida Certificate of Authority application, you will be expected to include a registered agent with a physical address in the state (P.O. Boxes are not allowed).
The Foreign Qualification Application Should Be Completed
The Florida Division of Corporations is said to have applications for both nonprofit and for-profit corporations. The application would give the following information:
- The name of your business as registered in the state where it was formed
- If your company’s original name or a name that is similar is already being used by a business registered in Florida, or if the name doesn’t include the words “Limited Liability Company,” the abbreviation “L.L.C.,” or the designation “company,” you must have an alternative name.
- Your company’s formation state, your federal employer identification number (EIN), and where it is applicable, the date your company first transacted business in Florida.
- Your company’s mailing address, if different, the name and street address of your registered agent in Florida.
- A statement of acceptance signed by your registered agent, the name, title, and address of each person with authority to manage your company, a certificate of existence, and an authorized signature that must include the signer’s printed name and also a statement that proves the signer understands that providing false information is a felony under Florida law.
It is important to note that Florida’s state laws mandate that the corporation’s name include the words “Company,” “Co,” “Inc.,” or something similar. So when naming the corporation, don’t forget to include the appropriate entity designation.
Submit Application And The Required Fees
Send the completed application, along with the required fee, a certificate of existence, and a cover letter to the Florida Division of Corporations at the address below:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
A certificate of status and a certified copy of the application are $8.75 each. Aside from paying the $70 fee for the registration of each of your applications, make sure that all your checks are payable to the Florida Department of State.
File Annual Reports After Qualifying As A Foreign Corporation Doing Business In Florida
Beginning the year after registration, any foreign corporation conducting business in Florida should first file an annual report between January 1 and May 1.
Foreign corporations that have registered as foreign corporations have the option of filing their annual reports via the Florida Division of Corporations online portal, and they are required to make use of the document number they received after they have completed their registration. The annual report filing fee is $150, with a $400 late fee if filed after the 1st of May.
In order to obtain a certificate of authority in Florida, a filing fee must be paid; the amount will be determined by one’s business status and desired processing speed:
- Limited Liability Company, 2 business days: $275
- Limited Liability Company, 2-3 weeks: $125
- Corporation, 2 business days: $220
- Corporation, 2-3 weeks: $70
- A nonprofit corporation, 2 business days: $220
- A nonprofit corporation, 2-3 weeks: $70
All filing fee checks should be made payable to the Florida Department of State. Note that filing fee prices are subject to change.