Foreign LLC Registration in Home State

4 Replies

My wife and I are planning to invest in rental properties in Alabama. We're planning to set up an Alabama Series LLC to own the properties. We'll be 50/50% member-managers. We're engaging a property manager in Alabama. We reside in Florida. The only activity in Florida will be executive decision-making, accounting, tax, legal, and finance management, all of which will be handled out of the home office. We are very familiar with all of the requirements of doing business as an LLC in Alabama, and we understand all of the fees (both initial and ongoing) and filing requirements. Our only question is whether we will need to register the LLC in Florida as a foreign LLC, given that the properties and property management will all be in Alabama. Does the light office work contemplated to be handled in Florida in our home office constitute "doing business" in Florida such that registration of the foreign LLC is necessary in our home state of personal residence? We understand that, if registration is required, it would be of a foreign LLC, but is registration in Florida required at all?

Don't know Florida law, but I can tell you if you were in a comparable position as a California resident you would have a filing nexus if you ever looked at Alabama on a map anytime in your life. CA provides for the theoretical possibility of not having a filing nexus, but unless the LLC is the effective equivalent of a publicly traded security you're stuck. One reason I don't have LLC's for my Ohio properties as a California Resident.

Again Florida maybe completely different. Typically you can fairly easily research any state's standard/requirement on the Internet usually complete with examples of what will and will not trip the requirement to register.  

@Hunter Payne

I'm not an attorney, and the only definitive answer can come from a FL-licensed attorney.

My layman's opinion is that you probably do not need to register with Florida, based on this section of the FL statute:
http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0605/Sections/0605.0905.html

Originally posted by @Hunter Payne :

My wife and I are planning to invest in rental properties in Alabama. We're planning to set up an Alabama Series LLC to own the properties. We'll be 50/50% member-managers. We're engaging a property manager in Alabama. We reside in Florida. The only activity in Florida will be executive decision-making, accounting, tax, legal, and finance management, all of which will be handled out of the home office. We are very familiar with all of the requirements of doing business as an LLC in Alabama, and we understand all of the fees (both initial and ongoing) and filing requirements. Our only question is whether we will need to register the LLC in Florida as a foreign LLC, given that the properties and property management will all be in Alabama. Does the light office work contemplated to be handled in Florida in our home office constitute "doing business" in Florida such that registration of the foreign LLC is necessary in our home state of personal residence? We understand that, if registration is required, it would be of a foreign LLC, but is registration in Florida required at all?

 Saw you were interested in Alabama. Figured I'd drop you a link to The Ultimate Guide to Grading Birmingham Alabama Neighborhoods to help assist you in your property search. Good luck on your investing.