Information about registering foreign company in Florida

Foreign not-for-profit corporations

• A NONPROFIT or NOT-FOR-PROFIT corporation is a corporation normally thought of as one created for religious, charitable, educational or eleemosynary purposes that is generally formed under Chapter 617, Florida Statutes. However, the terms nonprofit or not for profit, as a type of corporation, do not preclude these entities from engaging in a profit making situation. In fact a nonprofit corporation is not necessarily a charitable corporation or one that is tax exempt. They are corporations that may not distribute their income to a member, director or officer other than as provided by law.

The name of the corporation

• Must include the word "INCORPORATED" or "CORPORATION" or words or abbreviations of like import in language as will clearly indicate that it is a corporation instead of a natural person or partnership if not so contained in the name at present. "Company" or "Co." may not be used as a corporate suffix by a nonprofit corporation.

Any entity that transacts business in Florida as a corporation is required by Florida Statutes to file documents of incorporation or authorization with the Division and pay the filing fee.

The documents must be typewritten or printed legibly in the English language. The professional advice of your legal counsel to ascertain exact compliance with all statutory requirements is strongly recommended.

Each year after the initial filing, all corporations must file a Uniform Business Report and pay the filing fee between January 1 and May 1. Failure to file a Uniform Business Report will result in administrative dissolution of the corporation and loss of authorization to transact business as a corporation in Florida.

Supplies such as minute books, stationery, stock certificates and corporate seals are available through office supply stores. There are no laws requiring corporations to obtain any of these. Some financial institutions and title companies require a corporate seal on documents signed by a corporation and are within their rights to do so.

• Instructions to register a foreign not for profit corporation to conduct its affairs in Florida :
• • Pursuant to section 607.1503(1), Florida Statutes, the attached application must be completed in its entirety.
  • The corporation must submit an original certificate of existence, no more than 90 days old, duly authenticated by the Secretary of State or the proper official having custody of corporate records in the state or country under the law of which it is incorporated. A photocopy is not acceptable. If the certificate is in a foreign language, a translation of the certificate under oath of the translator must be submitted.

• Filling Fees :
• • Registration fee $70.00
  • Certification fees are optional. Please submit an additional $8.75 if a certificate of status is needed. The fee for a certified copy of the application is $8.75 (plus $1 per page for each page over 8, not to exceed a maximum of $52.50). Please check the appropriate box on the transmittal letter and send one check for the total amount made payable to the Florida Department of State
  • The transmittal letter included in this packet should be completed and submitted along with the certificate, application and check. Both the mailing address and courier address are noted in the transmittal letter.