Florida Statutes
Fla. Stat. § 607.1501 (2025)
Authority of foreign corporation to transact business required; activities not constituting transacting business.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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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.
Notes of Decisions
Cited in 8
cases (3 in the last 5 years), 1995–2025 · leading case: Bank of Am., N.A. v. Nash, 200 So. 3d 131 (Fla. 5th DCA 2016).
Bank of Am., N.A. v. Nash, 200 So. 3d 131 (Fla. 5th DCA 2016). “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 “[cjreat-ing or acquiring indebtedness, mortgages,…”
Suffolk Fed. Credit Union v. Cont'l, 664 So. 2d 1153 (Fla. 3d DCA 1995). “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…”
Selepro, Inc. v. Church, 17 So. 3d 1267 (Fla. 4th DCA 2009). “That section provides that “[a] foreign corporation may not transact business in this state until it obtains a certifícate of authority from the Department of State.” § 607.1501(1), Fla.”
770 Ppr, LLC v. Tjcv Land Trust, 30 So. 3d 613 (Fla. 4th DCA 2010). “” 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.”
Algernon Blair Cont. v. Hughes Supply, 684 So. 2d 223 (Fla. 5th DCA 1996). “[4] § 607.1501-.1507, Fla. Stat. (1995). Certainly, the language of the invoice itself suggests that "resident" means more than this.”
Drip Capital Inc. v. Elite Catch Seafood, LLC (S.D. Fla. 2022). “§ 607.1501 (2). As Drip Capital sets forth in response to the Defendants, Drip Capital “is an out of state lender (a Delaware corporation operating out of California) who extended financial accommodations to (acquired an indebtedness from) [the Defendants], and who is now…”
Gutierrez Polanco v. Ford (S.D. Fla. 2022). “” Fla. Stat. § 607.1501 (1). Foreign corporations that are authorized to transact business in Florida are required to “designate and continuously maintain” in the State of Florida a registered office and a registered agent “whose business address is identical to the address of…”
Atria Holdings, S.A. v. Golden Florida Trade LLC, JBWS Enter. LLC, & Jaime Jimenez (M.D. Fla. 2025). “” § 607.1501(1), Fla. Stat. Moreover, “[a] foreign corporation transacting business in this state” may not “maintain an action or proceeding in this state until it has obtained a certificate of authority to transact business in this state.”
— 607.1501(1) — 6 cases
Bank of Am., N.A. v. Nash, 200 So. 3d 131 (Fla. 5th DCA 2016). “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 “[cjreat-ing or acquiring indebtedness, mortgages,…”
770 Ppr, LLC v. Tjcv Land Trust, 30 So. 3d 613 (Fla. 4th DCA 2010). “” 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.”
Selepro, Inc. v. Church, 17 So. 3d 1267 (Fla. 4th DCA 2009). “That section provides that “[a] foreign corporation may not transact business in this state until it obtains a certifícate of authority from the Department of State.” § 607.1501(1), Fla.”
Suffolk Fed. Credit Union v. Cont'l, 664 So. 2d 1153 (Fla. 3d DCA 1995). “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…”
Drip Capital Inc. v. Elite Catch Seafood, LLC (S.D. Fla. 2022). “§ 607.1501 (2). As Drip Capital sets forth in response to the Defendants, Drip Capital “is an out of state lender (a Delaware corporation operating out of California) who extended financial accommodations to (acquired an indebtedness from) [the Defendants], and who is now…”
— 607.1501(2) — 1 case
Drip Capital Inc. v. Elite Catch Seafood, LLC (S.D. Fla. 2022). “§ 607.1501 (2). As Drip Capital sets forth in response to the Defendants, Drip Capital “is an out of state lender (a Delaware corporation operating out of California) who extended financial accommodations to (acquired an indebtedness from) [the Defendants], and who is now…”
— 607.1501(2)(a) — 1 case
Selepro, Inc. v. Church, 17 So. 3d 1267 (Fla. 4th DCA 2009). “That section provides that “[a] foreign corporation may not transact business in this state until it obtains a certifícate of authority from the Department of State.” § 607.1501(1), Fla.”
— 607.1501(2)(g) — 1 case
Bank of Am., N.A. v. Nash, 200 So. 3d 131 (Fla. 5th DCA 2016). “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 “[cjreat-ing or acquiring indebtedness, mortgages,…”
— 607.1501(4) — 1 case
Suffolk Fed. Credit Union v. Cont'l, 664 So. 2d 1153 (Fla. 3d DCA 1995). “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…”
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