If your LLC or corporation was formed in a state outside of Florida, then Florida considers it a foreign entity. If you have a foreign entity and you want to transact business in Florida, then you are required to register your entity with the state of Florida and obtain a “certificate of authority.”
Some examples of transacting business in Florida include:
• Operating a store in Florida
• Operating a warehouse in Florida
• Operating an office for your business in Florida
• Having a sales representative in Florida
• Owning rental property in Florida
It should be noted that only owning real estate in Florida does not count as transacting business in Florida.
If you transact business in Florida with your foreign entity and it is not registered with the state of Florida, then you will need to pay penalties once the state discovers your unauthorized foreign entity. The failure to authorize a foreign entity to do business in Florida will not impair the limited liability of the entity, prevent the entity from defending itself in legal action, invalidate a contract entered by the entity, or invalidate other actions taken by the entity.
A foreign entity cannot maintain a lawsuit without first obtaining a Florida certificate of authority. If a foreign entity that does not have a Florida certificate of authority sues a party, then the lawsuit will be dismissed unless the foreign entity obtains a Florida certificate of authority and pays any penalties and other fees owed to the state of Florida.