§ 607.1502 — Effect of failure to have a certificate of authority

Florida § 607.1502

• Jurisdiction: Florida
• Title: XXXVI
• Ch. 607: FLORIDA BUSINESS CORPORATION ACT

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(1) A foreign corporation transacting business in this state or its successors may not prosecute or maintain an action or proceeding in this state until it has obtained a certificate of authority to transact business in this state.

(2) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not prosecute or maintain a proceeding based on that cause of action in a court in this state until the foreign corporation or its successor has obtained a certificate of authority to transact business in this state.

(3) A court may stay a proceeding commenced by a foreign corporation or its successor or assignee until it determines whether the foreign corporation or its successor or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor or assignee has obtained a certificate of authority to transact business in this state.

(4) A foreign corporation which transacts business in this state without obtaining a certificate of authority is liable to this state for the years or parts thereof during which it transacted business in this state without obtaining a certificate of authority in an amount equal to all fees and penalties that would have been imposed by this chapter upon the foreign corporation had it duly applied for and received a certificate of authority to transact business in this state as required under this chapter. In addition to the payments thus prescribed, the foreign corporation may, to the extent ordered by a court of competent jurisdiction, be liable for a civil penalty of not less than $500 but not more than $1,000 for each year or part thereof during which it transacts business in this state without a certificate of authority. The department may collect all penalties due under this subsection.

(5) The failure of a foreign corporation to have a certificate of authority to transact business in this state does not impair the validity of any of its contracts, deeds, mortgages, security interests, or corporate acts or prevent the foreign corporation from defending an action or proceeding in this state.

(6) A shareholder, officer, or director of a foreign corporation is not liable for the debts, obligations, or other liabilities of the foreign corporation solely because the foreign corporation transacted business in this state without a certificate of authority.

(7) Section 607.15015(1) applies even if a foreign corporation fails to have a certificate of authority to transact business in this state.

(8) If a foreign corporation transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process in proceedings and actions arising out of the transaction of business in this state.

Legislative History

s. 137, ch. 89-154; s. 5, ch. 91-214; s. 199, ch. 2019-90; s. 55, ch. 2020-32.