Before you can expand your business into another state, you must ensure your business is authorized to conduct business in that state, since most states require corporations and limited liability companies from other states (often referred to as “foreign” corporation/limited liability companies) to register before conducting business within the state.

Here in Florida, in order for a foreign corporation or limited liability company to conduct business within Florida it must first submit an “Application by Foreign Corporation/Limited Liability Company for Authorization to Transact Business in Florida” to the Division of Corporations. This form requires the basic information of the corporation/limited liability company, such as name, address, directors, and the information of the registered agent. Along with the form, you must also submit a certificate of existence (or equivalent) from your business’s state of incorporation/organization. And of course, there is a filing fee that must be paid.

However, before filing the form, you should verify whether the activities your business is going to conduct in Florida actually constitute transacting business. Under Florida law, here are some activities that do not constitute transacting business:

• Maintaining, defending, or settling any lawsuit;
• Holding meetings or carrying on other activities concerning internal affairs of the business;
• Maintaining a bank account;
• Selling goods or services through an independent contractor;
• Acquiring debt in real or personal property;
• Securing or collecting debts;
• Transacting business in interstate commerce (i.e., taking orders on your website from a customer in Florida);
• Conducting a single, isolated transaction that is completed within 30 days;
• Owning a subsidiary that conducts business within Florida;
• Owning a limited partner interest in a limited partnership; and
• Owning non-income producing real estate in Florida.

It is very important to understand whether your business needs to be authorized to conduct business or if it qualifies under one of the above exemptions before it begins to conduct any activities in Florida. Failing to obtain authority for your business can have significant impacts on your business in the State of Florida. Not only will your business be subject to penalties, but your business will also be barred from bringing claims in Florida courts, so your business will be materially impaired in enforcing its rights and protecting its interests in Florida.

Here at Ser & Associates, we provide legal counsel to businesses looking to expand into Florida. If you have any questions or concerns about doing business in the Florida, give us a call at 305-222-7282 to schedule a consultation.

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