Florida Statute 607.1501 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1501

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.

(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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Amendments to 607.1501

Annotations, Discussions, Cases:

Cases Citing Statute 607.1501

Total Results: 5

770 PPR, LLC v. TJCV Land Trust

30 So. 3d 613, 2010 Fla. App. LEXIS 2945, 2010 WL 785864

District Court of Appeal of Florida | Filed: Mar 10, 2010 | Docket: 2410026

Cited 6 times | Published

under laws other than the laws of this state." Section 607.1501(1), Florida Statutes, states that "[a] foreign

Suffolk Fed. Credit Union v. Continental

664 So. 2d 1153, 1995 Fla. App. LEXIS 12999, 1995 WL 749913

District Court of Appeal of Florida | Filed: Dec 20, 1995 | Docket: 1230327

Cited 5 times | Published

jurisdiction.[5] Reversed and remanded. NOTES [1] Section 607.1501, Florida Statutes (1993), itemizes a number

Algernon Blair Cont. v. Hughes Supply

684 So. 2d 223, 1996 Fla. App. LEXIS 12303, 1996 WL 672983

District Court of Appeal of Florida | Filed: Nov 22, 1996 | Docket: 1481849

Cited 2 times | Published

agent in this state for service of process.[4] § 607.1501-.1507, Fla. Stat. (1995). Certainly, the language

Bank of America, N.A. v. Nash

200 So. 3d 131, 2016 Fla. App. LEXIS 6973, 2016 WL 2596015

District Court of Appeal of Florida | Filed: May 6, 2016 | Docket: 3063757

Cited 1 times | Published

494.0022, Fla. Stat. (2005). Likewise, while section 607.1501(1), Florida Statutes (2005), prohibits a foreign

Selepro, Inc. v. Church

17 So. 3d 1267, 2009 Fla. App. LEXIS 14085, 2009 WL 3018149

District Court of Appeal of Florida | Filed: Sep 23, 2009 | Docket: 1969851

Cited 1 times | Published

826 (Fla. 5th DCA 1996)). We next address section 607.1501, Florida Statutes (2008) due to the foreign