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FLORIDA SECRETARY OF STATE REGURGITATED

Understand the Process of Qualifying as a Foreign Corporation

If your Corporation or LLC is from another state,

it will be considered a Foreign Corporation or LLC.

A foreign corporation is an existing corporation that is registered to do business in a state jurisdiction other than the one where it was originally incorporated.

A domestic corporation is one that is registered in the same state of original incorporation.

Things You’ll Need:

Filing fees – checks or money orders
Computer with Internet access and printer to download forms
Certain required documentation (letter of good standing) and completed forms

Step 1: Is your entity name already in use?

Check to see if the name of the Corporation or LLC you are wanting to register is already in use. If your entity name is already taken, you may need to modify your entity name slightly to register in that state. If original name is used, an alternate name must be used with this form:

LLC http://form.sunbiz.org/pdf/cr2e122.pdf

Corporation http://form.sunbiz.org/pdf/cr2e019.pdf

To check names in FLORIDA: http://www.sunbiz.org/search.html

Step 2: Complete Application Form

Obtain an application from the state's department of commerce. The application will be called something like, "Application for Authority to Conduct Affairs" or “Registering a Corporation or LLC”. Often, you can download this from your state's official Web site.

All Florida registration Forms are located here:

http://www.sunbiz.org/downloads.html

Some specific forms and filing fees are listed here for your convenience:

Foreign Corporation Registration - $87.50

http://form.sunbiz.org/pdf/cr2e007.pdf

Foreign LLC Registration - $160 for

filing fee, certificate of status and certified copy

http://form.sunbiz.org/pdf/cr2e027.pdf

Step 3: Certificate of Good Standing for Foreign Entities

If your corporation or LLC is domestic (same state), you can skip this step.

If you are a foreign organization, go to the secretary of state in the state where you are incorporated, and get an original Certificate of Good Standing. This must be attached to the application form.

For foreign entities wishing to register in Florida, the certificate must be dated within 90 days of the time of filing.

Step 4: File Application, Fee, and Return Envelope with Department of Commerce

File your application and fee with state's department of commerce. Know that nonprofit corporations may qualify for reduced filing fees.

http://www.sunbiz.org/feecorp.html Corporation Fees

http://www.sunbiz.org/feellc.html LLC Fees

http://form.sunbiz.org/cor_fc.html Foreign Corporation forms

http://form.sunbiz.org/cor_fllc.html Foreign LLC forms

Special FL Electronic Filing & Certification

FL Sunbiz™ https://efile.sunbiz.org/onlmenu.html offers several methods information can be submitted to the Division for filing. In addition to Sunbiz™ E-filing (electronic fax filings), we offer on-line document filing for Fictitious Name Registration, Annual Report, profit and nonprofit corporation, limited liability company, limited partnership, and judgment lien filings. Electronic Certification is also available.

FL Paper Filing

Include checks or money orders made out to Florida Department of State.

The main office at the capitol is:

For hand deliveries – courier address

Registration Section

Division of Corporations

Clifton Building

2661 Executive Center Circle

Tallahassee, FL 32301

850-245-6051 – to answer any questions

Mailing Address:

Registration Section

Division of Corporations

PO 6327

Tallahassee, FL 32314

To facilitate the processing of documents sent, please attached a self addressed envelope and a cover letter referencing the corporate name as well as your name, return address, and phone should also be submitted.

Prepare Yourself for the Tax Consequences

Step 1: Register with State

Know that, since you are choosing to take advantage of all the rights and amenities of the state in which you are operating as a foreign corporation, you will be obligated to contribute to the health and wealth of that state. This may mean filing taxes and paying other fees within that state.

All Florida tax forms : http://dor.myflorida.com/dor/gta.html

Step 2: Complete and Submit Taxes

Your business may be required to register, collect, accrue and remit various taxes or fees in Florida. You can register your business with the Florida Department of Revenue by filing Form DR-1: http://dor.myflorida.com/dor/forms/2006/dr1.pdf

You may also register on line: http://dor.myflorida.com/dor/eservices/apps/register/

You can contact the Florida Department of Revenue at (800) 352-3671 or (850) 488-6800 or register online at www.myflorida.com/dor/businesses. Once registered, you will receive a Certification of Registration or notification of liability for the taxes for which you are registered and personalized returns for filing, with instructions.

Consider using an accounting firm to handle your taxes.

Tips & Warnings

Plan to spend several hours gathering and filling out the paperwork necessary to qualify as a foreign corporation. If you want to do business in many states, you will need to fill out separate forms for each one. Many people delegate this work to a corporate attorney or a firm that specializes in the registering of corporations.

Private firms that will assist you in registering your entities in

Florida

http://www.quikfloridacorporation.com/qa.html#4

www.incnow.com/Florida

FLORIDA.bizfilings.com

www.nickspradlin.com

If you are not registered in a state, you may not have the right to sue, which can limit your ability to collect debts and pursue your rights as a business.
If the state in which you do business requires out-of-state companies to register as foreign corporations and you neglect to do so, you may have to pay weighty penalties.
If you are doing business in your home state and you have not qualified as a foreign corporation in that state, you may be unable to pursue legal rights until you qualify. By that time, the statute of limitations may have run out.
Don't be daunted by the foreign filing process. As with becoming incorporated, it's simply a matter of correctly filling out the appropriate forms and paying the filing fees.

IS THIS INFORMATION CORRECT? PLEASE SEE YOUR TAX ADVISOR. CONFIRM BEFORE YOU FILE.

Aged shelf corporations and LLC's offer no tax advantages. We're not attorneys. We're not tax advisors.

QUICKIE FLORIDA REFERENCE FOR DOCUMENTS

Florida Secretary of State

Florida Breakdown Here

BUILDING CORPORATE CREDIT

Preparation for the building of corporate credit:

Lenders require full transparency. This means your name is listed on the public record.
Don't use a nominee officer/contract officer if you're applying for corporate credit.
Lenders prefer companies that are at least two years old.
File the WY company in your home state as a foreign corporation
Obtain a commercial address where you intend to do business
Obtain the phone number, using the commercial address as the billing address
Register the phone number with 411 information services
Be honest on all applications for credit
You're ready! Start building corporate credit. Call 307.237.2580 for a referral.