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Fla. Stat. § 607.1501

Authority of foreign corporation to transact business required; activities not constituting transacting business

Redline — January 1, 2011 → current.View current text →
Current — January 1, 2020
As of January 1, 2011
(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Department of State.
(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.
(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1): (a) Maintaining, defending, or settling any proceeding. (b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs. (c) Maintaining bank accounts. (d) Maintaining officers or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities. (e) Selling through independent contractors. (f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts. (g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property. (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (i) Transacting business in interstate commerce. (j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature. (k) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired. (l) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner. (m) Owning, without more, real or personal property.
(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1): (a) Maintaining, defending, mediating, arbitrating, or settling any proceeding. (b) Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors. (c) Maintaining accounts in financial institutions. (d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositaries with respect to those securities. (e) Selling through independent contractors. (f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts. (g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property. (h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, or holding, protecting, or maintaining property so acquired. (i) Transacting business in interstate commerce. (j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature. (k) Owning and controlling a subsidiary corporation incorporated in or limited liability company formed in, or transacting business within, this state; or voting the shares of any such subsidiary corporation or voting the membership interests of any such limited liability company, which it has lawfully acquired. (l) Owning a limited partnership interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner. (m) Owning, protecting, and maintaining, without more, real or personal property.
(3) The list of activities in subsection (2) is not exhaustive.
(3) The list of activities in subsection (2) is not an exhaustive list of activities that do not constitute transacting business within the meaning of subsection (1).
(4) This section has no application to the question of whether any foreign corporation is subject to service of process and suit in this state under any law of this state.
(4) This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the law of this state other than this chapter.

Official source: Online Sunshine (Florida Legislature). Reproduced from public-domain Florida statutes; confirm against the official source for the current text. Not legal advice.