Q: Can an unregistered foreign company conduct rent-to-own leases for trailers in Florida?

A: Yes. Even though your business is out of state, you may be required to register to do business in Florida as a foreign business entity with the Florida Department of State, Division of Corporations and/or file tax in Florida. Some common examples of activities that create a business connection (also called nexus) in Florida include owning, renting, or leasing real property or tangible personal property in Florida.

Depending on your industry and location, you may need to obtain various business licenses and permits from federal, state, and local authorities. You will also be required to file an Annual Report and pay $150 to maintain an active status with the Florida Department of State.

A: No, your unregistered foreign company should not be conducting rent-to-own leases for trailers in Florida without proper registration. Florida law requires foreign companies that "transact business" in the state to register with the Florida Department of State's Division of Corporations, and leasing equipment falls squarely within these activities. The fact that the company has already conducted several such transactions puts it at substantial risk.

The penalties for operating without registration can be severe. Your company may face fines of $500 to $1,000 for each year it operated without registration, plus you'll need to pay all the fees and taxes that would have been due had you registered properly. Beyond financial penalties, an unregistered company cannot maintain lawsuits in Florida courts, meaning you would be unable to enforce lease agreements or pursue claims against customers who default. This leaves your business extremely vulnerable if any disputes arise with your trailer leases.

To resolve this situation, you should promptly register as a foreign LLC or corporation with Florida's Division of Corporations. This requires submitting an application for authorization to transact business, appointing a Florida registered agent with a physical address in the state, and obtaining a certificate of existence from your home state. Additionally, since you're in the rental and leasing business, you must register with the Florida Department of Revenue to collect sales tax on your transactions. Consulting with a business attorney familiar with Florida regulations would be worthwhile to address any past non-compliance issues and ensure proper registration going forward.