How to Register With The Florida Sunbiz Division of Corporations

We explain the various reasons you may need to register with Florida's Secretary of State.

Summary

The fact that you may need to register with state agencies like Florida Sunbiz Division of Corporations is a sneaky misconception that many folks miss.

However, with the rise of remote work, states have begun cracking down and levying penalties for those who (unknowingly) fail to register.

If you're considering operating in Florida, use this guide to:

• Explore the criteria that triggers the need to register with the Florida Sunbiz Division of Corporations, including criteria such as physical presence, economic activity, and advertising efforts.

• Determine where and how to register with the Florida Sunbiz Division of Corporations.

• Understand additional requirements such as Registered Agents, registration with other state departments, and ongoing annual reports.

What criteria would trigger the requirement to register with the Florida Sunbiz Division of Corporations?

Florida generally considers a business to be "doing business" in the state if it has a significant economic presence there.

This includes:

• Physical Presence: Having an office, store, warehouse, or other physical location within Florida.
• Executives in Florida: Executives or officers who reside and work in Florida.
• Regular Business Activity: Frequently conducting sales, providing services, or engaging in other income-generating activities within the state.
• Income from Florida Sources: Earning a significant portion of revenue from customers or clients located in Florida.

Activities that might NOT be considered "doing business" in Florida:

• Isolated Transactions: Conducting a single or infrequent sale or project in the state.
• Passive Holdings: Owning property or investments in Florida without actively managing them.
• Attending Meetings or Trade Shows: Participating in conferences or exhibitions in the state.

Where do I register, and what else is required?

Florida Sunbiz Division of Corporations

• A Certificate of Good Standing is required (dated within the past 90 days)

In addition:

• A Registered Agent is required to serve as the company's physical in-state presence to receive important legal documents. Do not fall victim to the common misconception that you can leverage an in-state employee as your Registered Agent. It's far too risky.

• You'll want to review the other registrations required in Florida. Here's a Florida specific guide we put together.

What is the registration fee?

The fee charged by Florida is $70.

How long does Florida usually take to process?

Florida usually takes approximately 2 - 3 weeks to process registrations.

What is required ongoing?

Each state has a complex schedule of required annual reports, which can vary by entity type. Let's take a look at Florida's:

C-Corporation

• Filing Date: May 1
• Filing Frequency: Annual

LLC

• Filing Date: May 1
• Filing Frequency: Annual

Non-Profit

• Filing Date: May 1
• Filing Frequency: Annual

There is an Easier Way

This guide should definitely help reduce some of the confusion for Florida. However, if you have multiple states to worry about, you may look to:

• Automate state registrations and annual reports.
• Centralize email, snail mail, state ID’s, and registered agents.
• Take control of action items, eliminating risks before they become penalties.

Note: For the avoidance of doubt, nothing provided here shall contemplate, constitute or include tax or legal advice. Always double check with state agency websites for the most up-to-date requirements.