A foreign limited liability company may not transact business in Florida until it obtains a certificate of authority. Foreign corporations are subject to the same requirement. It is not considered transacting business if a company is:
1) maintaining or defending a lawsuit;
2) carrying on an activity concerning internal affairs;
3) maintaining bank accounts;
4) maintaining an office for the management of an entity’s own securities;
5) selling through independent contractors;
6) soliciting or obtaining orders that require acceptance outside of the state before they become contracts;
7) creating or acquiring indebtedness in real or personal property;
8) securing or collecting debts;
9) owning, without more, real or personal property;
10) conducting an isolated transaction completed within 30 days;
11) transacting interstate commerce; owning and controlling a subsidiary corporation or LLC formed in, or transacting business within, the state; or
12) owning a limited partnership interest in a limited partnership that is transacting business within the state unless the limited partner manages or controls the partnership or acts as general partner.
The Florida Department of Revenue provides the following list of examples of what would establish a “business connection” or “nexus” withing Florida.
- Have employees, agents, or independent contractors conducting sales or other business activities in Florida.
- Maintain an office or other place of business in Florida.
- Assemble, install, service, or repair products in Florida.
- Own, rent, or lease real property or tangible personal property in Florida.
- Deliver goods to Florida customers using your company-owned or leased truck.
On April 9, 2021, the State of Florida passed legislation providing, in relevant part, that sales in the amount of $100,000 in Florida in a year constitute sufficient activity to register, collect, and remit sales tax.