The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1501

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

(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, 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.

(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 an exhaustive list of activities that do not constitute transacting business within the meaning of subsection (1).

(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.

History.—s. 136, ch. 89-154; s. 197, ch. 2019-90; s. 54, ch. 2020-32.

F.S. 607.1501 on Google Scholar

F.S. 607.1501 on Casetext

Amendments to 607.1501

Arrestable Offenses / Crimes under Fla. Stat. 607.1501

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1501.

Annotations, Discussions, Cases:

Cases from cite.case.law:

SPA CREEK SERVICES, LLC, v. S. W. COLE, INC. C., 239 So. 3d 730 (Fla. App. Ct. 2017)

. . . . §§ 605.0905(1)(a), 607.1501(2)(a), Fla. Stat. (2014). Neither is winding up affairs. . . .

BANK OF AMERICA, N. A. v. A. NASH,, 200 So. 3d 131 (Fla. Dist. Ct. App. 2016)

. . . Likewise, while section 607.1501(1), Florida Statutes (2005), prohibits a foreign corporation from transacting . . . mortgages and security interests in property securing the debts” do not constitute transacting business. § 607.1501 . . .

PPR, LLC, a K. v. TJCV LAND TRUST, a a K. v. a, 30 So. 3d 613 (Fla. Dist. Ct. App. 2010)

. . . Section 607.1501(1), Florida Statutes, states that “[a] foreign corporation may not transact business . . .

SELEPRO, INC. v. CHURCH, J Co, 17 So. 3d 1267 (Fla. Dist. Ct. App. 2009)

. . . The defendants respond that sections 607.1501 and 607.1502 prevent a foreign corporation without a certificate . . . We next address section 607.1501, Florida Statutes (2008) due to the foreign nature of the plaintiff. . . . business in this state until it obtains a certifícate of authority from the Department of State.” § 607.1501 . . . One such activity is “[m]aintaining, defending, or settling any proceeding.” § 607.1501(2)(a), Fla. . . .

ALGERNON BLAIR CONTRACTORS, v. HUGHES SUPPLY, INC., 684 So. 2d 223 (Fla. Dist. Ct. App. 1996)

. . . . § 607.1501-.1507, Fla. Stat. (1995). . . .

SUFFOLK FEDERAL CREDIT UNION, v. CONTINENTAL INSURANCE COMPANY,, 664 So. 2d 1153 (Fla. Dist. Ct. App. 1995)

. . . Section 607.1501, Florida Statutes (1993), itemizes a number of activities which a foreign corporation . . . Id. § 607.1501(1), (2). . . . The purpose of section 607.1501 is to create a "safe harbor" of activities a foreign corporation can . . . The legislature has amended chapter 607, so that Section 607.1501 now provides, "This section has no . . . corporation is subject to service of process and suit in this state under any law of this state.” § 607.1501 . . .