Florida/Georgia Personal Injury & Workers Compensation

...ovided in this chapter." Section 605.0717(1)(b), Florida Statutes (2014), states that the dissolution of a limited liability company does not "[p]revent commencement of a proceeding by or against the limited liability company in its name. ..." While section 605.0904(1), Florida Statutes (2014), states that "[a] foreign limited liability company transacting business in this state or its successors may not maintain an action or proceeding in this state unless it has a certificate of authority to t...

...t found that SC Services had not done so. Regardless, dismissal is not the proper remedy for non-compliance with the certificate of authority, as a stay is appropriate until the limited liability company comes into compliance or fails to comply. See § 605.0904(3), Fla....

...mplaint seeking damages for Intracoastal's alleged failure to pay under an equipment rental agreement. Pursuant to Intracoastal's motion, the circuit court dismissed the complaint without prejudice because Super Products had failed to comply with section 605.0904(1), Florida Statutes (2014-17). That statute provides that a foreign limited liability company doing business in Florida "may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state." Super Prods., LLC v. Intracoastal Envtl., LLC, 210 So. 3d 240, 241 (Fla. 2d DCA 2017) (quoting § 605.0904, Fla. Stat. (2014)). Section 605.0904(3) states: A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign limited liability company or its successor requires a certificate of authority....

...began doing business in Florida. The court declared that the certificate was invalid. Further, "[s]ince Super Products has failed to obtain the proper Certificate of Authority[,] the proceedings before this Court are stayed pursuant to Fla. Stat. § 605.0904(3) until -2- Super Products, obtains an appropriate certificate of authority." Super Products filed this timely petition for a writ of certiorari. Certiorari is available...

...Weitzner, P.A., Sarasota, for Appellant. Adam Hersh of Hunter Business Law, Tampa, for Appellee. VILLANTI, Chief Judge. Super Products, LLC, appeals an order denying its motion for rehearing of an order granting IntraCoastal Environmental, LLC's motion to dismiss based upon noncompliance with section 605.0904(1), Florida Statutes (2014)....

...the proceedings. At the hearing on the motion, IntraCoastal argued that Super Products failed to file a certificate of authority from the State of Florida to conduct business in the state and was therefore legally unable to maintain the lawsuit pursuant to section 605.0904(1). The trial court granted the motion and dismissed the action without prejudice. Thereafter, the trial court also denied Super Products' motion for rehearing which argued that dismissal was not authorized under section 605.0904(3). This appeal follows. Section 605.0904(1) provides that "[a] foreign limited liability company transacting business in this state or its successors may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state." If a foreign limited liability company fails to acquire a certificate of authority, section 605.0904(3) provides: A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign limited liability company or its successor requires a certificate of authority....

...ompany or its successor obtains the certificate. -2-  The trial court believed that the statutorily required remedy for Super Products' noncompliance was dismissal. While section 605.0904(3) does in fact provide for a stay, it does not provide for dismissal. Ironically, the relief requested by IntraCoastal in its motion was dismissal or, in the alternative, a stay. The use of the word "may" in section 605.0904(3), as permissive verbiage, is only indicative that the court may stay the proceedings or not stay the proceedings. It does not imply that the court must stay the proceedings; it could continue the proceedings and issue an order requiring technical compliance with section 605.0904(1)....