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Florida Statute 607.1501 - Full Text and Legal Analysis
Florida Statute 607.1501 | Lawyer Caselaw & Research
Link to State of Florida Official Statute
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The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 607
FLORIDA BUSINESS CORPORATION ACT
View Entire Chapter
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.
(c) Maintaining accounts in financial institutions.
(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.

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F.S. 607.1501 on CourtListener

Amendments to 607.1501


Annotations, Discussions, Cases:

Cases Citing Statute 607.1501

Total Results: 5  |  Sort by: Relevance  |  Newest First

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770 Ppr, LLC v. Tjcv Land Trust, 30 So. 3d 613 (Fla. 4th DCA 2010).

Cited 6 times | Published | Florida 4th District Court of Appeal | 2010 Fla. App. LEXIS 2945, 2010 WL 785864

...Greene, 926 So.2d 1195, 1200 (Fla.2006). Florida's Requirement of Certificate of Authority Section 607.01401(12), Florida Statutes (2009), defines a foreign corporation as "a corporation for profit incorporated under laws other than the laws of this state." Section 607.1501(1), Florida Statutes, states that "[a] foreign corporation may not transact business in this state until it obtains a certificate of authority from the Department of State." Therefore, pursuant to Florida law, the bank was seemingly...
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Suffolk Fed. Credit Union v. Cont'l, 664 So. 2d 1153 (Fla. 3d DCA 1995).

Cited 5 times | Published | Florida 3rd District Court of Appeal | 1995 Fla. App. LEXIS 12999, 1995 WL 749913

...ies in Florida to support long-arm jurisdiction. We therefore reverse the order under review and remand with instructions to dismiss the complaint *1156 against the credit union for want of personal jurisdiction. [5] Reversed and remanded. NOTES [1] Section 607.1501, Florida Statutes (1993), itemizes a number of activities which a foreign corporation can conduct in Florida without being deemed to be "transacting business" and without being required to obtain a certificate of authority from the Florida Department of State. Id. § 607.1501(1), (2). The purpose of section 607.1501 is to create a "safe harbor" of activities a foreign corporation can engage in without being required to register to do business in Florida....
...1st DCA 1987), the "safe harbor" of an earlier version of chapter 607 was construed as also creating an exemption from jurisdiction under the long-arm statute. Id. at 540. This statutory interpretation has been legislatively overruled. The legislature has amended chapter 607, so that Section 607.1501 now provides, "This section has no application to the question of whether any foreign corporation is subject to service of process and suit in this state under any law of this state." § 607.1501(4), Fla....
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Algernon Blair Cont. v. Hughes Supply, 684 So. 2d 223 (Fla. 5th DCA 1996).

Cited 2 times | Published | Florida 5th District Court of Appeal | 1996 Fla. App. LEXIS 12303, 1996 WL 672983

...no support for the notion that the term "Florida resident" applies to any foreign corporation which is simply doing business in Florida and which complies with the statutory requirement to maintain an agent in this state for service of process. [4] § 607.1501-.1507, Fla....
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Selepro, Inc. v. Church, 17 So. 3d 1267 (Fla. 4th DCA 2009).

Cited 1 times | Published | Florida 4th District Court of Appeal | 2009 Fla. App. LEXIS 14085, 2009 WL 3018149

...Here, the issue is one of law as the material facts are not in dispute. The plaintiff argues that section 607.1421, Florida Statutes (2008), authorizes a corporation that is administratively dissolved to wind up its affairs by maintaining a court action. The defendants respond that sections 607.1501 and 607.1502 prevent a foreign corporation without a certificate of authority from maintaining a proceeding in Florida until the certificate of authority is obtained....
...poration. Id. at 204 (citing Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So.2d 1034, 1035 (Fla. 4th DCA 2002), review denied, 845 So.2d 890 (Fla.2003) and Cygnet Homes, Inc. v. Kaleny Ltd., 681 So.2d 826 (Fla. 5th DCA 1996)). We next address section 607.1501, Florida Statutes (2008) due to the foreign nature *1270 of the plaintiff. That section provides that "[a] foreign corporation may not transact business in this state until it obtains a certificate of authority from the Department of State." § 607.1501(1), Fla....
...(Farmer, J., dissenting). Although Chapter 607 does not define "transacting business," it provides a non-exhaustive list of activities that do not fall within its purview. One such activity is "[m]aintaining, defending, or settling any proceeding." § 607.1501(2)(a), Fla....
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Bank of Am., N.A. v. Nash, 200 So. 3d 131 (Fla. 5th DCA 2016).

Cited 1 times | Published | Florida 5th District Court of Appeal | 2016 Fla. App. LEXIS 6973, 2016 WL 2596015

...ine or reprimand.1 §§ 494.0025, 494.0072, Fla. Stat. (2005). The failure to comply with the licensing requirement would “not affect the validity or enforceability of any mortgage loan . . . .” § 494.0022, Fla. Stat. (2005). Likewise, while section 607.1501(1), Florida Statutes (2005), prohibits a foreign corporation from transacting business in Florida until it obtains a certificate of authority from the Department of State, activities including 1While it is unlawful for any...
... “[c]reating or acquiring indebtedness, mortgages, and security interests in real or personal property” or “[s]ecuring or collecting debts or enforcing mortgages and security interests in property securing the debts” do not constitute transacting business. § 607.1501(2)(g), (h), Fla....

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