Generally, yes. An LLC formed in another state that is "transacting business" in Florida must obtain a Certificate of Authority from the Florida Division of Corporations before doing so. Florida law also lists specific activities that do not count as transacting business, so not every out-of-state company with a Florida connection needs to register.
Under Section 605.0902, Florida Statutes, a foreign LLC (one formed under another state's law) may not transact business in Florida until it obtains a Certificate of Authority. The application must include the company's name, its state of formation, its principal and mailing addresses, its Florida registered agent's name and Florida street address, and a certificate of existence from its home state dated within 90 days of filing.
Florida law lists specific activities that do not, by themselves, count as transacting business under Section 605.0902. Under Section 605.0905, these include:
This list is illustrative, not exhaustive. Owning income-producing real or tangible personal property in Florida, however, does count as transacting business under the statute, unlike merely owning property without more.
Under Section 605.0904, a foreign LLC transacting business in Florida without a Certificate of Authority cannot maintain a lawsuit or other proceeding in a Florida court until it registers. It can still be sued and can still defend itself in an existing case; the restriction applies to bringing or continuing its own claims. The company also becomes liable to the state for all fees and penalties it would have owed had it registered on time, plus a civil penalty of between $500 and $1,000 for each year or partial year it operated without authority. Notably, failing to register does not personally expose members or managers to the LLC's debts solely because of that failure, and it does not invalidate the company's contracts.
A foreign LLC applies for a Certificate of Authority by filing an application with the Division of Corporations, naming a Florida registered agent with a Florida street address, and attaching a certificate of existence (or similar document) from its home state's Secretary of State, dated within the prior 90 days.
Not necessarily. Interstate commerce and orders accepted outside Florida are listed as activities that do not, by themselves, constitute transacting business. Whether registration is required depends on the specific facts, including any physical presence or employees in the state.
Yes. The restriction under Section 605.0904 applies to your LLC bringing or continuing its own lawsuit, not to being sued or defending a case brought against it.
Owning income-producing real property in Florida counts as transacting business under the statute, unlike merely owning property with no other activity. Confirm your specific situation with a Florida business attorney.
Last verified: August 3, 2026, against Sections 605.0902, 605.0904, and 605.0905, Florida Statutes, at leg.state.fl.us.
Foreign qualification has specific documentation requirements and deadlines. Our team helps out-of-state businesses register correctly and avoid civil penalties. Contact us to get started.