If you have an LLC or corporation that is transacting business in the state of Florida, then it needs to be authorized to transact business in Florida. Unfortunately, there is no exact definition of transacting business in the state of Florida. However, a good rule of thumb is that if your company has a physical presence in the state (e.g., employees, real estate, an office etc.) and you are making income, then your company is likely transacting business in the state of Florida.
While the state of Florida does not have a comprehensive list of activities that constitute transacting business in Florida, there is a statutory list that contains activities that are NOT considered transacting business in Florida. See §605.0905 Fla. Stat. (2024).
The following activities are considered NOT transacting business in Florida:
• Settling or defending a lawsuit.
• Conducting internal affairs of the company, such as company meetings.
• Selling through independent contractors.
• Soliciting or obtaining orders if the acceptance of the order is confirmed outside Florida before becoming a binding contract.
• Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
• Collecting debts.
• Enforcing a mortgage.
• Interstate commerce.
• Owning real estate.
• Owning personal property.
• One-off transactions completed within 30 days that is not part of regular business.
• Owning or controlling a subsidiary business formed in Florida.
• Owning a limited partner interest in a Florida limited partnership.
• Having managers or agencies to transfer, exchange, and register a foreign LLC.