Who Needs To Register As A Foreign Agent

QUESTION:

I am forming a business wherein I will practice freelance software development. All I need is myself and a computer, so I can be location independent. My hometown (in Florida) is expensive when it comes to starting a business so I was going to form a LLC in Delaware instead. Practice I need to register as a foreign business operating in Florida?

Florida statute 608.501 §i states that a foreign LLC cannot conduct business inside Florida until it files all the necessary paperwork, but 608.501 §2i states that conducting interstate business is non considered conducting business within Florida. Furthermore, 608.501 §2c states that foreign LLCs maintaining bank accounts in Florida does non constitute conducting business either.

Source:
http://www.leg.state.fl.u.s./Statutes/ind … 1#0608.501

So in a nutshell, I guess it ways if I comprise in Delaware, as long as I practice not take an office in Florida, then I practice not have to annals in the state as a foreign business?

ANSWER:

Antone Johnson

past Antone Johnson at Bottom Line Law Group

I'm not licensed to practice law in Florida, but I tin can tell you that in general, the rule in most states is that if a visitor has any employees, assets, or facilities located there, it must qualify to do business concern in that state as a "foreign" (out-of-state) corporation.

In my view, if you lot as a software developer are physically located in Florida, regardless of where your clients reside, you'd exist taking quite a bit of risk if you formed a Delaware LLC and didn't qualify it as a foreign LLC in Florida. There are of import rights and privileges that tin can be lost if state officials make up one's mind that a company should be registered only is not. For instance, in add-on to being liable for back taxes, interest and penalties, a visitor can forfeit the right to sue in state courtroom to collect debts or enforce its rights in other significant ways. Unless you take a compelling reason to class your concern entity in Delaware, assuming you lot are physically located in Florida, the simplest and safest approach is likely to form a Florida LLC.