While you cannot form a domestic Series LLC in Florida, the state does recognize these types of LLCs. This means you can register a Series LLC (or any of its series) as a foreign entity to do business in Florida by submitting an Application for Certificate of Authority with the Florida Division of Corporations, along with a certificate of existence. Registrations start at $125 and can only be submitted by mail or in person. Registering a Florida Series LLC as a foreign entity is not like starting a typical LLC—there are some important differences. Our step-by-step instructions below should be a good place to start.
Florida Series LLC Guide:
- Understand the Florida Series LLC
- Hire a Florida Registered Agent
- Submit FL Authorization to Transact Business
- Submit Certificate of Existence
- File the Florida Annual Report
- Florida Series LLC FAQs
1
What is a Florida Series LLC?
A Series LLC is a type of business entity that allows a “parent” LLC (also called the “master LLC”) to create divisions within itself called “series” or “cell” LLCs. If properly formed, each series LLC has its own assets, finances, members, and limited liability. This means that if one of the series faces financial penalties or legal action, neither the parent LLC nor the other series will be held liable—assuming the parent and each series has been conducting business separately with different owners, managing their own assets and debts.
Florida will not allow you to form a series LLC in the state, but if you’ve formed your series LLC in another state that allows them, you can register each series doing business in the state of Florida as a foreign LLC. There are a lot of reasons why you may want to bring your series LLC to Florida: a growing consumer base, real estate investment, or the state’s lack of income tax (just to name a few). Whatever your reason, you’ll have to register your series as a foreign entity.
The Series LLC Guide: Learn about the Series LLC business structure in general, which states allow it, and the main steps involved in starting a Series LLC.
2
Hire a Florida Registered Agent
Florida requires a registered agent with a permanent address in the state of Florida (per FL Stat § 607.0501 ) for each series you register in the state. This means you’ll need an adult individual or a registered agent service who can accept service of process for your LLC during normal business hours.
If you’re registering a foreign series LLC in Florida, you probably don’t live in the state. If this is the case, it means you’re not qualified to be your own registered agent in Florida. It’s common for foreign LLCs (series or not) to hire a registered agent service.
Hiring a registered agent service like Northwest ensures you’ll have a permanent address in Florida to accept service of process for your series. There can also be other benefits. For example, our registered agent service includes a business address and free mail forwarding to better protect your privacy and help your business run smoothly.
Florida Registered Agent: Learn more about Florida Registered Agents.
3
Submit Application for Authorization to Transact Business in Florida
To register a foreign series LLC with the Florida Division of Corporations, you must submit an Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida. This form is also used to register a typical foreign LLC, but per FL Stat § 605.0902 (2021), each series or cell of a foreign Series LLC operating in Florida is required to submit a separate application for certificate of authority, and to file as if each series or cell were a separate foreign LLC.
Each application begins with a cover letter form that is required to be submitted with your application. All you need for the cover letter is the name of your series LLC (as it appears on the certificate of existence), and the name and company address of a correspondent in your company, as well as their daytime telephone number.
For the rest of the application, see the document below and click on any number to find out what information is required in the corresponding sections.
1. Name of LLC
You’ll list the name of your series exactly as it’s listed on your certificate of existence. If your LLC name doesn’t comply with Florida’s Division of Corporation’s requirements or is already being used by an existing domestic LLC, you must choose an alternative name that meets the state’s requirements.
2. Home Jurisdiction
List the place where you originally formed your LLC. It should match the information listed on your certificate of existence.
3. FEIN/EIN
Your series most likely has its own federal employment identification number (also called an employer identification number, or EIN) from the IRS. If you have an EIN, list it here.
4. First Florida Transaction
If your series conducted any business in Florida before registering as a foreign series LLC, you must list the date of the first transaction. There are consequences for foreign entities who conduct business without a certificate of authority.
Per FL Stat § 605.0904 (2020), these consequences can vary depending on how long you’ve gone without registering your foreign LLC. You will be required to pay all fees you would have had you registered correctly in the first place, as well a civil penalty of at least $500, but no more than $1,000 for each year business was transacted in the state.
5. Principal Office Street Address
You need to provide the complete street address of the principal office in the state (or jurisdiction) where your series was formed.
6. Principal Office Mailing Address
If your principal office’s mailing address is different from its street address, list it here.
7. Florida Registered Agent
In order to operate as a foreign LLC in Florida, you will need to designate a Florida registered agent. Your registered agent’s name and office address will need to be listed. Your registered agent will also need to sign the application.
8. Member and Managers
The last page of the document requires you to list the names, title or capacity, and addresses of the primary members and/or managers or any other people authorized to manage your LLC. The form allows you to list up to six total, but you can use an attachment to report more than six if you need to. If you need to include other people in the future, you can do so when you file your annual report.
4
Submit Certificate of Existence
When you file your application with the Florida Division of Corporations, you’ll also need an authenticated certificate of existence issued by your home jurisdiction. When you submit this certificate with your other documentation, it can’t more than 90 days old upon filing. You’ll also need to make sure you order a certificate of existence that belongs to your series, not the parent LLC. You can order a certificate of existence (sometimes called a certificate of good standing) from your state’s filing office. The time it takes to issue your certificate will vary depending on where your LLC was formed.
Your certificate of existence needs to be submitted with your Application by Foreign Limited Liability Company for Authorization to Transact Business, cover letter, and the appropriate filing fee. The price of the filing fee will vary depending on what you want for your series LLC. The lowest you’ll pay to register your foreign series LLC is $125. This includes the $100 application fee and the $25 fee required to designate a new Florida registered agent.
5
File the Florida Annual Report
Once your application is accepted by the Florida Division of Corporations, you are ready to conduct business legally in the state of Florida. In order to maintain your good standing as a foreign series LLC, you’re require to file a Florida Annual Report before May 1 of every year you remain in the state. You must file an annual report individually for each series LLC you’ve registered in Florida. The annual report can only be filed online through the division’s online portal.
The Division of Corporations charges $138.75 to file your annual report. If you fail to file you annual report on time, you’ll be charged a late fee of $400.
6
Florida Series LLC FAQs
How much does it cost to register a Florida Series LLC?
At least $125. The Florida Division of Corporations charges a $100 application fee combined with a $25 fee for your LLC’s designation of a Florida registered agent. You can pay an extra fee of $30 to receive a Certified Copy, or another $5 for a Certificate of Status.
You can pay the fee online or submit one check made payable to the Florida Department of State for the total amount of the filing fee and any optional certificates or copies.
How long does it take to register a Florida Series LLC?
It will take the Florida Division of Corporations roughly 7 business days to process your foreign series LLC’s qualification after they receive it.
How can I register my Florida Series LLC?
You can register your series LLC in Florida by submitting your Application by Foreign Limited Liability Company for Authorization to Transact Business to the Florida Division of Corporations. They accept submissions online, through the mail, or delivered by courier:
Mailing Address:
Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Courier Address:
Registration Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
Does a Florida Series LLC need a registered agent?
Yes. Per FL Stat § 607.0501, your foreign series LLC is required to appoint a registered agent who is a Florida resident. Your series LLC will already have at least one other registered agent to accept service of process in your home jurisdiction (and any other state your series LLC may be operating in), but you will also be required to designate a different Florida registered agent for each series LLC you register with the Division of Corporations.
Let Us Be Your Guide
Interested in starting a traditional Florida LLC instead of registering a Series LLC? Northwest has you covered. At Northwest Registered Agent, we’ve spent years crafting our Florida LLC service. When you hire us, we’ll form your Florida LLC for $350 total and include:
- One year of registered agent service
- An LLC operating agreement, membership certificates and LLC resolutions
- Digital notifications
- A secure online account filled with intuitive business maintenance tools and forms to make LLC upkeep simple
- Lifetime Corporate Guide Service—call us anytime and one of our Corporate Guides will help you navigate whatever business problem, task or curiosity you have
Northwest Registered Agent is the only national LLC formation service that is dedicated to your personal privacy. We don’t sell data to third-parties and we do everything we can to keep your personal information secure.
START YOUR FLORIDA LLC FOR $350 TOTAL
