§ 607.1530 — Revocation of certificate of authority to transact business

Florida § 607.1530

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

Text

(1) A certificate of authority of a foreign corporation to transact business in this state may be revoked by the department if: (a) The foreign corporation does not deliver its annual report to the department by 5 p.m. Eastern Time on the third Friday in September of each year; (b) The foreign corporation does not pay a fee or penalty due to the department under this chapter; (c) The foreign corporation does not appoint and maintain a registered agent as required by s. 607.1507; (d) The foreign corporation does not deliver for filing a statement of a change under s. 607.1508 within 30 days after the change in the name or address of the agent has occurred, unless, within 30 days after the change occurred, either: 1. The registered agent files a statement of change under s. 607.15091; or 2. The change was made in accordance with s. 607.1508(4) or s. 607.1504(1)(c); (e) The foreign corporation has failed to amend its certificate of authority to reflect a change in its name on the records of the department or its jurisdiction of incorporation; (f) The foreign corporation’s period of duration stated in its articles of incorporation has expired; (g) An incorporator, director, officer, or agent of the foreign corporation signs a document that she or he knew was false in a material respect with the intent that the document be delivered to the department for filing; (h) The department receives a duly authenticated certificate from the official having custody of corporate records in the jurisdiction under the law of which the foreign corporation is incorporated stating that it has been dissolved or is no longer active on the official’s records; or (i) The foreign corporation has failed to answer truthfully and fully, within the time prescribed by this chapter, interrogatories propounded by the department.

(2) Revocation of a foreign corporation’s certificate of authority for failure to file an annual report shall occur on the fourth Friday in September of each year. The department shall issue a notice in a record of the revocation to the revoked foreign corporation. Issuance of the notice may be by electronic transmission to a foreign corporation that has provided the department with an e-mail address.

(3) If the department determines that one or more grounds exist under paragraph (1)(b) for revoking a foreign corporation’s certificate of authority, the department shall issue a notice in a record to the foreign corporation of the department’s intent to revoke the certificate of authority. Issuance of the notice may be by electronic transmission to a foreign corporation that has provided the department with an e-mail address.

(4) If, within 60 days after the department sends the notice of intent to revoke in accordance with subsection (3), the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist, the department shall revoke the foreign corporation’s authority to transact business in this state and issue a notice in a record of revocation which states the grounds for revocation. Issuance of the notice may be by electronic transmission to a foreign corporation that has provided the department with an e-mail address.

(5) Revocation of a foreign corporation’s certificate of authority does not terminate the authority of the registered agent of the corporation.

Legislative History

s. 147, ch. 89-154; s. 41, ch. 97-102; s. 11, ch. 2009-72; s. 214, ch. 2019-90.