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Business Services · Getting started

Florida Certificate of Authority

Your company already exists: it was formed in Delaware, Texas, Colombia or Spain. If it’s going to do business in Florida, the state requires it to register here first, and without that registration it can’t even sue someone who owes it money.

  • For companies formed in another state or another country
  • We handle the application, the Florida registered agent and the certificate of existence
  • We tell you which document to request in your home jurisdiction, and when, so it doesn’t expire
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Let’s start with the basics

What is a Certificate of Authority?

It is the authorization the Florida Department of State grants to a company formed outside the state so it can do business here. It doesn’t create a new company or turn yours into a Florida company: it registers the one that already exists so it can operate lawfully in the state. It is also called foreign qualification.

Watch the word foreign: in the language of the statutes it doesn’t mean “from another country,” it means “from outside Florida.” A New York corporation is just as foreign here as a company from Bogotá.

Before you hire anyone

You may not need it

§607.1501(2) lists activities that do not count as “transacting business” in Florida. If all you do is one of these, you may not need the certificate. We’d rather tell you that up front than sell you a filing you don’t need.

  • Maintaining accounts with financial institutions: §607.1501(2)(c), and the same for LLCs under §605.0905(1)(c). Having a bank account here does not, on its own, require you to register.
  • Handling the company’s internal affairs, including shareholder or board meetings (§607.1501(2)(b)).
  • Selling through independent contractors (§607.1501(2)(e)).
  • Soliciting orders that must be accepted outside Florida before they become contracts (§607.1501(2)(f)).
  • Conducting interstate commerce (§607.1501(2)(i)).
  • An isolated transaction completed within 30 days that is not part of a series of similar transactions (§607.1501(2)(j)).

The statutory list is longer and says “among others.” Deciding how your specific case fits is a legal judgment for a licensed attorney: we show you the statute and file based on the decision you make.

What clients tell us

Where it really hurts

“I can’t sue my client”

It’s the harshest consequence and the one nobody sees coming: without the certificate, the company cannot bring or maintain a lawsuit in Florida.

“My home-country certificate expired”

The certificate of existence only counts if it was authenticated within the 90 days before filing. Requesting it too early means requesting it again.

“My certificate is in Spanish”

Then it needs a translation with the translator’s sworn statement attached. Without it, the application stalls.

“I don’t have an address in Florida”

The law requires you to designate and maintain a registered office here and a registered agent with a physical address in the state.

“My name is already taken in Florida”

If the name doesn’t meet the state’s requirements, you have to adopt an alternate name to do business here.

“So what do I have to file every year?”

Once authorized, the out-of-state company goes on the same annual calendar as Florida companies. Hardly anyone mentions that.

Problem by problem

What we do about each one

  • “I can’t sue”
    We get the registration filed as soon as possible. §607.1502(1) bars bringing or maintaining the action until the certificate is obtained: once you have it, the courthouse door opens.
  • “My home-country certificate expired”
    We tell you exactly when to request it in your home jurisdiction so it arrives within the 90-day window of §607.1503(2) and you don’t have to start over.
  • “It’s in Spanish”
    We coordinate the translation with the translator’s sworn statement attached to the certificate, exactly as §607.1503(2) requires.
  • “I don’t have an address in Florida”
    We serve as your registered agent with a physical office in Brickell and provide the written acceptance the application requires.
  • “My name is already taken”
    We check availability before filing and, if needed, prepare the adoption of the alternate name the company will use in Florida.
  • “So what do I file every year?”
    We add you to the calendar: an authorized company files its Annual Report between January 1 and May 1, just like a Florida corporation.
The application

What §607.1503 requires

These are the details and documents the Department of State requires to process the authorization. For a foreign LLC, the equivalent is in §605.0902(1).

Name and jurisdiction

The company’s name and, if it doesn’t meet Florida’s requirements, the alternate name it will adopt here. Plus the jurisdiction where it was formed.

Date of formation and duration

When the company was formed and for how long, according to its home-jurisdiction documents.

Principal office

The company’s principal office and mailing address, as recorded in its home jurisdiction.

Florida registered agent

Name and physical address in the state, with the agent’s written acceptance. A PO box won’t do.

Directors and officers

Names and usual business addresses of the company’s current directors and officers.

Certificate of existence

Issued by the official who keeps the public records in the home jurisdiction, authenticated within the 90 days before filing.

The real consequence

Doing business without a certificate: what you lose

The penalty that hurts most isn’t a fine: it’s losing access to the courts.

  • You can’t sue in Florida. §607.1502(1): a foreign corporation doing business here without a certificate may not bring or maintain an action or proceeding in the state until it obtains one. For LLCs, §605.0904(1) says the same.
  • Neither can your successors or an assignee of a right arising from that business (§607.1502(2)).
  • The court may stay the proceeding until it determines whether the certificate was required and, if so, until it is obtained (§607.1502(3)).
  • You can still be sued. Not having the certificate limits your ability to bring claims; it doesn’t protect you from claims brought by others.
How we work

The process, in four steps

01

We review your case

What type of entity it is, where it was formed and what it will do in Florida. This is where we rule out the filing if it turns out you don’t need it.

02

We line up your home-jurisdiction documents

We tell you exactly what to request and when, so the certificate of existence arrives within the 90-day window, translated if necessary.

03

We file

We prepare the application with all the details §607.1503 requires, the registered agent’s acceptance and the alternate name if needed.

04

We stay with you after authorization

An active registered agent, the Annual Report calendar and a reminder that any change must be filed within 90 days (§607.1504(2)).

Why work with us

Why file with us

We’re your registered agent in Florida

Physical office at 175 SW 7th St, Suite 1905, Miami. We provide the Florida address the application requires, with the written acceptance.

We watch the 90-day window

The costliest mistake in this filing is requesting the certificate of existence too early. We tell you exactly when.

No need to travel to the United States

The whole file is coordinated remotely, in English or Spanish, with whoever runs the company in its home country.

We keep an eye on the calendar

Once authorized, the company has to file the Annual Report and keep a registered agent. That’s where many of them fall through the cracks.

Frequently asked questions

What clients ask us most

It is the authorization the Florida Department of State grants to a company formed outside the state so it can do business here. It’s also called foreign qualification. It doesn’t create a new company: it registers the one that already exists.
Not in the language of the Florida Statutes. It means “from outside this state.” A corporation from Delaware, Texas or New York is just as foreign in Florida as a company formed in Colombia or Spain.
When the company is going to “transact business” in Florida; §607.1501(1) requires the certificate before you start. What the law does spell out clearly is the opposite: §607.1501(2) lists activities that don’t count as doing business here.
Maintaining accounts with financial institutions is expressly listed among the activities that do not constitute “transacting business,” both for corporations (§607.1501(2)(c)) and for LLCs (§605.0905(1)(c)). Having an account here does not, on its own, require you to register.
The main consequence is procedural: §607.1502(1) bars a foreign corporation from bringing or maintaining an action in Florida until it obtains the certificate, and §605.0904(1) says the same for LLCs. The court may also stay the proceeding while the issue is resolved.
§607.1502(1) frames the bar as temporary: you can’t litigate “until” the certificate is obtained. Getting it removes that obstacle, but it doesn’t erase the fees and penalties that accrued for the earlier period.
It’s the document issued by the official who keeps the public records in your home jurisdiction, confirming that the company exists and is in good standing. §607.1503(2) requires it to be authenticated within the 90 days before the application is delivered.
It needs a translation. §607.1503(2) itself requires that a certificate not in English be accompanied by a translation made under the translator’s oath.
Yes. §607.1507(1) requires an authorized foreign corporation to designate and continuously maintain a registered office and a registered agent in the state. And the application itself requires the agent’s written acceptance (§607.1503(1)(e)).
You adopt an alternate name to do business here, under §607.1506. The company keeps its name in its home jurisdiction; what changes is the name under which it appears in Florida’s records.
Yes. §607.1622(1) expressly includes authorized foreign corporations among those required to file the Annual Report, in the January 1 to May 1 window. Failing to file can lead to revocation of the certificate.
You have to file an amendment to the certificate. §607.1504(2) gives you 90 days from the date of the change to file it.
No, and it’s worth deciding up front. With a Certificate of Authority there is still a single company, registered in two places. The alternative is forming a new Florida entity, which is a separate company with its own books.

Want us to register your company in Florida?

Tell us where it was formed and what it will do here. The first thing we’ll do is check whether you really need the certificate.

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or call us at +1 (305) 647-3000 · Monday through Friday
175 SW 7th St, Suite 1905 · Miami, Florida 33130

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Related services

Registered agent

The physical Florida address the application requires.

Annual Report

The annual filing that starts as soon as you’re authorized.

BOI Report

If your company was formed outside the United States, read this.

Form a corporation in the US

The alternative: forming a new Florida entity.

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