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:
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:
This list of activities is not exhaustive.
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: email@example.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.