Florida Statute 607.1502 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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607.1502 Effect of failure to have a certificate of authority.—

(1) A foreign corporation transacting business in this state or its successors may not prosecute or maintain an action or proceeding in this state until it has obtained a certificate of authority to transact business in this state.

(2) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not prosecute or maintain a proceeding based on that cause of action in a court in this state until the foreign corporation or its successor has obtained a certificate of authority to transact business in this state.

(3) 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 or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor or assignee has obtained a certificate of authority to transact business in this state.

(4) A foreign corporation which transacts business in this state without obtaining a certificate of authority is liable to this state for the years or parts thereof during which it transacted business in this state without obtaining a certificate of authority in an amount equal to all fees and penalties that would have been imposed by this chapter upon the foreign corporation had it duly applied for and received a certificate of authority to transact business in this state as required under this chapter. In addition to the payments thus prescribed, the foreign corporation may, to the extent ordered by a court of competent jurisdiction, be liable for a civil penalty of not less than $500 but not 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 may collect all penalties due under this subsection.

(5) The failure of a foreign corporation to have a certificate of authority to transact business in this state does not impair the validity of any of its contracts, deeds, mortgages, security interests, or corporate acts or prevent the foreign corporation from defending an action or proceeding in this state.

(6) A shareholder, officer, or director of a foreign corporation is not liable for the debts, obligations, or other liabilities of the foreign corporation solely because the foreign corporation transacted business in this state without a certificate of authority.

(7) Section 607.15015(1) applies even if a foreign corporation fails to have a certificate of authority to transact business in this state.

(8) If a foreign corporation transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process in proceedings and actions arising out of the transaction of business in this state.

History.—s. 137, ch. 89-154; s. 5, ch. 91-214; s. 199, ch. 2019-90; s. 55, ch. 2020-32.

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Amendments to 607.1502

Annotations, Discussions, Cases:

Cases Citing Statute 607.1502

Total Results: 3 | 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

...These cases demonstrate the law is well-established that a state cannot require a national bank to register or file as a "foreign corporation" in order to maintain a lawsuit in state court. In view of these holdings and the plain language of 12 U.S.C. § 24, Subdivision Fourth, we find that section 607.1502(1) is expressly preempted as applied to all national banking associations....

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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

...*1269 In December 2007, two of the defendants filed a motion for summary judgment. The motion alleged that the plaintiff could no longer maintain the cause of action because it did not have a certificate of authority to transact business in Florida, pursuant to section 607.1502(1), Florida Statutes....

...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....

...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. Stat. Consequences of a foreign corporation transacting business without a certificate of authority are found in section 607.1502. One such consequence is that the corporation "may not maintain a proceeding in any court in this state until it obtains a certificate of authority." § 607.1502(1), Fla. Stat. For section 607.1502(1) to apply, the foreign corporation must be "transacting business." See, e.g., Nat'l Judgment, 826 So.2d at 1036-37 (Farmer, J., dissenting)....

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Royal Int'l Assistance, Inc. v. Queiroz, 719 So. 2d 375 (Fla. 1st DCA 1998).

Published | Florida 1st District Court of Appeal | 1998 Fla. App. LEXIS 13423, 1998 WL 764999

PER CURIAM. Denied. See § 607.1502(1)(3), Fla.Stat....

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