Yes, you are allowed to operate a Florida LLC for any legal business in every state in the USA. Under the US Constitution, your Florida LLC is viewed as a legal “person” and other states cannot discriminate against this “person” based on where he/she/it was born or incorporated. This is protected under the full faith and credit clause, equal protection clause, and/or substantive due process clause. Additionally, if your company has a physical place of business, employees, assets, or licensing pertaining to another state, then the state where you operate and have significant contacts may require you register there with a Certificate of Authority, letting the headquarter and significant operations states know you are doing business there. This allows you to bring and defend a lawsuit in that state. This registration does not change the incorporation state, it is only a registry of “foreign” or out-of-state companies, in case someone needs to sue your company in its principal place of business.

Agents and Corporations (IncNow®) offers this “foreign qualification” service to LLCs in every state and can help you register your Florida LLC to do business outside Delaware.

What Is Foreign Qualification?

When an entity is formed, it is formed at the state level, not the federal level. This creates the opportunity for the owners to forum shop to consider forming their LLC or Corporation in another state instead of their home state. A foreign qualification, sometimes known as a Certificate of Authority, allows your entity to conduct business in a state other than the state of initial formation. For example, if a Delaware company wanted to expand their business to Maryland, either by opening up a brick and mortar store, or conducting significant business in Maryland with employees, the company would need to file a foreign qualification in Maryland to lawfully conduct business there. A foreign qualification is filed with the new state’s Secretary of State listing the entity as formed in another state, known as a “foreign entity”. The word “foreign” is key because the LLC or Corporation’s jurisdiction of formation is only in one state. The home state of formation’s laws govern the internal affairs of the company. This can be beneficial to business owners, it allows the owners to choose the best law when starting a company.

When Do I Need to Do Foreign Qualification?

If an entity is to open a brick and mortar office, hire employees, or provide substantial services in a state outside of its State of Formation, a foreign qualification may be required to lawfully conduct business in that other state. There are certain criteria that are involved when deciding whether or not a foreign qualification is required, but it is always recommended by IncNow to weigh the options of whether or not your entity needs to file a foreign qualification. You may want to seek an attorney in that given state to be positive whether or not a foreign qualification filing is needed.