If you are ready to expand your Florida business operations into other markets, you must register or "qualify" your limited liability company with every state in which you plan to conduct business. Registration enables each state to regulate your company's business activities, protect consumers, and collect taxes on sales made within the state. If you transact business in a state like Georgia without registering, your business may be subjected to a statutory fine for operating in-state illegally. For purposes of transacting business in multiple states, your LLC is considered a domestic LLC of the state of Florida and a foreign LLC in the state of Georgia, which simply means that Florida is your home state where you originally formed the business.
Foreign Entity Registration
To transact business in Georgia as a Florida LLC, you must file an application for a certificate of authority with the corporations division of the Georgia Secretary of State's office. You can download an application form from the secretary's website. The form requests basic information, including the name of the LLC's home jurisdiction and the date it was formed. This application must be submitted within 30 days of the date when you started transacting business in Georgia, otherwise you are required to pay a statutory penalty. The application must be submitted by mail or in-person to the corporations division, along with the mandatory filing fee. Once the state reviews the application, it will issue a certificate of authority that allows your LLC to operate within the state. This application process is also known as presenting a foreign LLC's qualifications.
Assumed Business Name
Before you submit your application for a certificate of authority, you must ensure that your business name is not being used by another entity within the state. Georgia's LLC statute requires every business to operate under a unique name that makes it distinguishable from other state entities. The secretary of state's website provides access to a business entity database that contains the business names that are in use in the state. You should search the database. You can submit a name reservation application if you want to ensure that your business name remains available until you can submit your certificate of authority, or you can operate within the state under an assumed business name, also known as a "doing business as," or DBA, if your business name is already in use.
Read More: Is a Business License Needed to Form an LLC?
You must register in Georgia if your LLC transacts business within the state, but you are not required to maintain a headquarters within the state. The application for a certificate of authority only requires you to designate a registered agent in the state that can accept official mail and court summonses. This representative can be an individual or another business, but it must have a physical address located within the state. A post office box is not sufficient.
Once you have obtained your certificate of authority for your Florida LLC to operate in Georgia, you must also register with the Georgia Department of Revenue to pay any state sales tax on goods sold, employment taxes for workers employed within the state, and state business income taxes, as necessary. Once your business expands outside the boundaries of one state, you must pay taxes on the portion of business that is transacted in any other state to the state involved. The Georgia Department of Revenue maintains a website where you can register your LLC with the state tax authority online.
- Georgia Secretary of State: Corporations Division
- Georgia Secretary of State: Application for Certificate of Authority for Foreign Limited Liability Company
- Georgia Secretary of State: Name Reservations
- O.C.G.A. Section 14-11-702: Article 7 - Foreign Limited Liability Companies - Requirement for Certificate of Authority
- SBA.gov Community: Doing Business in Another State? It Might Be Time to Register
- FindLaw: Conducting Business as a Corporation or an LLC Out of State
Terry Masters has been writing for law firms, corporations and nonprofit organizations since 1995, specializing in business topics, personal finance, taxation, nonprofit issues, and general legal and marketing content creation for the Internet. Terry holds a Juris Doctor and a Bachelor of Science in business administration with a minor in finance.