eLaws of Florida

  SECTION 607.1501. Authority of foreign corporation to transact business required; activities not constituting transacting business.  


Latest version.
  • 1(1) 2A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.
    22(2) 23The following activities, among others, do not constitute transacting business within the meaning of subsection (1):
    39(a) 40Maintaining, defending, mediating, arbitrating, or settling any proceeding.
    48(b) 49Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors.
    71(c) 72Maintaining accounts in financial institutions.
    77(d) 78Maintaining 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.
    104(e) 105Selling through independent contractors.
    109(f) 110Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.
    135(g) 136Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
    149(h) 150Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, or holding, protecting, or maintaining property so acquired.
    173(i) 174Transacting business in interstate commerce.
    179(j) 180Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
    205(k) 206Owning 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.
    251(l) 252Owning 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.
    287(m) 288Owning, protecting, and maintaining, without more, real or personal property.
    298(3) 299The 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).
    325(4) 326This 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.
History.-s. 136, ch. 89-154; s. 197, ch. 2019-90; s. 54, ch. 2020-32.

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