How to Do Business in Florida

Corporations are required to file pertinent information with the Florida Department of State, Division of Corporations, throughout the lifetime of the corporation. See the insert, "Corporate Documents and Filing Fees" for a detailed list of the documents required by the State of Florida to maintain a corporate existence. In addition to the official list of documents, The Department of State may also request foreign corporations to complete additional forms. This is for informational purposes only, and a corporation cannot be required to file this additional paperwork.

A foreign corporation must apply for a certificate of authority to transact business in Florida by filing an application with the Department of State. You are required to use the forms prescribed and furnished by the Department of State which report:

  1. The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of s. 607.1505;

  2. The jurisdiction under the law of which it is incorporated;

  3. Its date of incorporation and period of duration;

  4. The street address of its principal office;

  5. The address of its registered office in Florida and the name of its registered agent at that office;

  6. The names and usual business addresses of its current directors and officers;

  7. Any additional information necessary for the Department of State to determine whether the corporation is entitled to file an application for authority to transact business in this state and to determine and assess the fees and taxes payable as prescribed by law.

The foreign corporation shall also provide a certificate of existence (or a document of similar import) -- duly authenticated by an appropriate official in the jurisdiction of incorporation not more than 90 days before applying to the Department of State. If the alien corporation’s certificate is in a language other than English, a translation of the certificate must be attached under oath of the translator. A foreign corporation shall not be denied authority to transact business in Florida simply because the laws of the jurisdiction under which the corporation was originally organized differ from the laws of Florida.

A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any Florida court until it obtains the certificate. Likewise, the successor to a foreign corporation that transacted business in Florida without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.

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 requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

A foreign corporation that transacts business in Florida without authority to do so shall be liable for all fees and taxes which would have been imposed had the corporation duly applied for and received authority to transact business, as well as a civil penalty of not less than $500 or 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 of State may bring an action in circuit court to recover all penalties and fees due and owing the state.

The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of any of its contracts, deeds, mortgages, security interests or corporate acts. Nor does the lack of a certificate of authority prevent it from defending any Florida proceeding. While a foreign corporation may not transact business in Florida without a certificate of authority, the following activities, among others, do not constitute transacting business and are allowable:

  • Maintaining, defending, or settling any proceeding.

  • Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.

  • Maintaining bank accounts.

  • Maintaining officers or agencies for the transfer, exchange, and registration the corporation's own securities or maintaining trustees or depositories for those securities.

  • Selling through independent contractors.

  • 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.

  • Creating or acquiring indebtedness, mortgages and security interests in real or personal property.

  • Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

  • Transacting business in interstate commerce.

  • 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.

  • Owning and controlling a subsidiary corporation incorporated in or transacting business within Florida; or voting the stock of any corporation which it has lawfully acquired.

  • 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.
  • Owning real or personal property.

This list of activities is not exhaustive.

Provided as an educational service by John Raymond Dunham, III, Esq..

This publication is intended to serve you. If you would like certain topics covered, or have any questions or comments, you are invited to contact Mr. Dunham at: 941.951.1800, Ext. 250, Facsimile: 941.366.1603, E-Mail: jrd@jrdlaw.com, Web site: www.jrdlaw.com or write him at LUTZ, BOBO, TELFAIR, DUNHAM & GABEL, Two North Tamiami Trail, SARASOTA, FLORIDA 34236.

This publication is designed to provide accurate and authoritative information in regard to the subject matter covered and report on issues and developments in the law. It is not intended as legal advice, and should not be relied upon without consulting an attorney.