Florida/Georgia Personal Injury & Workers Compensation

...The Court reached this conclusion despite including a quotation that cited White in its discussion of service of process and personal jurisdiction. The Waites also point to a Florida statute that the Florida courts did not consider in White, Ulloa, or Magwitch. Section 607.1505 authorizes a foreign corporation with a certificate of authority to transact business in Florida....

...e but no greater rights and has the same but no greater privileges as, and . . . is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. Fla. Stat. § 607.1505(2)....

...In the Waites’ view, by imposing “the same duties, restrictions, penalties, and liabilities” on registered foreign corporations, Florida law indicates that a foreign corporation consents to general jurisdiction in Florida when it registers to do business there. But the text of § 607.1505(2) simply does not say that—and, from our review, it does not appear that any Florida court has ever ascribed such a meaning to § 607.1505(2). The Waites thus have failed to convince us that Florida law “either expressly or by local construction” establishes that a foreign corporation’s registration to do business and appointment of an agent for service of pro...

...n view of all the relevant circumstances ... In DeSaad v. Banco Industrial de Venzuela, 843 So.2d 953 (Fla. 3d DCA 2003), the third district held that section 607.0850 applied to a foreign corporation qualified to do business in Florida by virtue of section 607.1505(2)....

...o Industrial was operating under a certificate of authority to transact business in Florida. On appeal, the court held that section 607.0850 applied to Banco Industrial given the fact that it was qualified to do business in Florida. Thus pursuant to section 607.1505(2), the corporation assumed the same liabilities imposed upon a domestic corporation....

...act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to conduct its affairs in this state." The Florida Business Corporation Act contains a virtually identical provision as Fla.Stat. § 607.1505(3), which provides: "This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state." Thus, the Defendants' argument that the Florida legislat...

...d its current officers, directors, and shareholders are a corporation’s internal affairs”)). Under the Florida Business Corporation Act, the internal affairs of a corporation are governed by the laws of the state of incorporation. See Fla. Stat. § 607.1505 (3) (stating in pertinent part that “[t]his act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state”); see also Rest.2d Conf....

...Count four concerns the internal affairs of Gulfstream; accordingly, I must look to the substantive law of Delaware, Gulfstream’s state of incorporation, to determine whether Plaintiffs state a claim upon which relief can be granted. See Fla. Stat. § 607.1505 (3)....

...In contrast, "`Foreign corporation' means a corporation for profit incorporated under laws other than the laws of this state." § 607.01401(12), Fla. Stat. In some circumstances, foreign corporations are subject to regulation under this Act. Specifically, section 607.1505(1), Florida Statutes, provides that "[a] certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state." Further, section 607.1505(2), Florida Statutes, provides that a foreign corporation conducting business under a certificate of authority has rights and obligations substantially similar to those of a Florida corporation: A foreign corporation with a valid cer...

...and has the same but no greater privileges as, and except as otherwise provided by this act is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (Emphasis added.) Section 607.1505(3), Florida Statutes, then sets out the following important exception: "This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state."...

...5th DCA 2004) ("Indemnification of corporate directors, like the fiduciary obligations of corporate directors, is an `internal affair' of a corporation and is therefore subject to the law of the state of incorporation." (quoting Davis & Cox v. Summa Corp., 751 F.2d 1507, 1527 (9th Cir.1985))). Accordingly, pursuant to section 607.1505(3), Banco is not subject to Florida's indemnification provision, section 607.0850....

...e plaintiff National Rifle Association nor the defendant Linotype Company are residents of the State of Florida. Contrary to the plaintiff's argument, the fact that the defendant as a foreign corporation was qualified to do business in Florida under Section 607.1505, Florida Statutes (Supp....

...Corp., 79 *897 F.3d 572, 576 (7th Cir.1996) (applying the internal affairs doctrine to claims of breach of fiduciary duty by a controlling shareholder). The Florida Business Corporation Act provides that the internal affairs of a corporation are governed by the laws of the state of incorporation. Fla. Stat. § 607.1505 (3); Chatlos Found., Inc. v. D’Arata, 882 So.2d 1021, 1023 (Fla. 5th DCA 2004) (applying the internal affairs doctrine as codified by the Florida Not for Profit Corporation Act, which is identical to Fla. Stat. § 607.1505 (3)). [The Florida Business Corporation Act] does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. Fla. Stat. § 607.1505 (3)....

...See Restatement (Second) of Conflict of Laws §§ 302-9 (1971). As claims concerning the internal affairs of Far & Wide, the fiduciary duty claims asserted by the Trustee are governed by the law of Delaware, the state of incorporation. Fla. Stat. § 607.1505 (3); Chatlos, 882 So.2d at 1023 ....

...The rights, duties, and privileges of a foreign corporation holding a valid certificate of authority are not always identical to those of a Florida corporation. See National Rifle Ass'n v. Linotype Co., 591 So.2d 1021 (Fla. 3d DCA 1991) (concluding that under section 607.1505, a foreign corporation's certificate of authority does not make the corporation a resident of Florida for forum non conveniens purposes)....

...The Legislature took the language of section 617.1505, Florida Statutes (1995), which it originally enacted as chapter 90-179, section 96, Laws of Florida, from a provision it had enacted the year before pertaining to corporations for profit. Ch. 89-154, § 140, Laws of Fla. The latter provision, now codified as section 607.1505, came verbatim from section 15.05 of the Model Business Corporation Act (1984), 4 Model Bus....

...relevant state’s laws for choice-of- law purposes here – a court is to adhere to the “internal affairs” doctrine when faced with a question concerning corporate powers, as codified in the Florida Business Corporation Act.6 See Fla. Stat. § 607.1505; Restatement (Second) of Conflict of Laws §§ 302-9 (1971); see also In re Friedlander Capital Mgmt....

...ourt lacked jurisdiction to grant such relief with respect to the entities, organized as they were in Delaware, contending that the Florida court thereby impermissibly regulates “the organization or internal affairs of a foreign corporation.” § 607.1505(3), Fla. 4 Stat....

...sion facially inapplicable to foreign corporations such as BIV Miami, and further holding that this inapplicability was not changed by the fact that BIV Miami is operating under a certificate of authority to transact business in Florida, pursuant to Section 607.1505, Florida Statutes (2000). We reverse. Section 607.0850 applies to BIV Miami given the fact that it is qualified to do business in Florida and thus, pursuant to Section 607.1505(2), assumes the same liabilities imposed upon a domestic corporation. Section 607.1505(2), in pertinent part, states that a: [Fjoreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and, except as otherwise provided in this act is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character, (emphasis added). The trial court’s ruling is in derogation of the plain language of Section 607.1505(2) which must be read in pari materia with Section 607.0850....

...profit, which is not a foreign corporation,” the use of the term “corporation” in Section 607.0850(3) necessarily is limited to domestic corporations and is inapplicable to foreign corporations, even those with a certificate of authority under Section 607.1505. The bank’s argument simply ignores the language of § 607.1505(2) quoted above....

...Liability under the indemnification statute is a “liability ... imposed upon a domestic corporation,” just as the statutory duty to allow inspection of books and records was imposed in Hollander . The general definitions of “corporation” and “foreign corporation” are not at all inconsistent with Section 607.1505(2), which provides that a certain subset of “foreign corporations,” (those operating under a valid certificate of authority), are subject to the same liabilities imposed upon domestic corporations....

...rtificate to transact business did not automatically mean that a party had a Florida location. 591 So.2d at 1022 . These cases are distinguishable from the instant situation in which Section 607.0850(3) clearly imposes a liability as contemplated by Section 607.1505(2)....

...ter is remanded for entry of judgment on the pleadings in de Saad’s favor on the limited basis that Section 607.0850, Florida Statutes is applicable to BIV Miami as a foreign corporation operating under a valid certificate of authority pursuant to Section 607.1505(2), Florida Statutes, and for further proceedings consistent herewith....