Florida Statute 607.1501 | Lawyer Caselaw & Research

The 2024 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

Arrestable Offenses / Crimes under Fla. Stat. 607.1501

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1501.

Annotations, Discussions, Cases:

Cases Citing Statute 607.1501

Total Results: 6

Spa Creek Servs., LLC v. S.W. Cole, Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 2017-10-27T00:00:00-07:00

Citation: 239 So. 3d 730

Snippet: to be transacting business. §§ 605.0905(1)(a), 607.1501(2)(a), Fla. Stat. (2014). Neither is winding up

Bank of America, N.A. v. Nash

Court: Fla. Dist. Ct. App. | Date Filed: 2016-05-06T00:00:00-07:00

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

Snippet: 494.0022, Fla. Stat. (2005). Likewise, while section 607.1501(1), Florida Statutes (2005), prohibits a foreign…debts” do not constitute transacting business. § 607.1501(2)(g), (h), Fla. Stat. (2005). Thus, even assuming

770 PPR, LLC v. TJCV Land Trust

Court: Fla. Dist. Ct. App. | Date Filed: 2010-03-10T00:00:00-08:00

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

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

Selepro, Inc. v. Church

Court: Fla. Dist. Ct. App. | Date Filed: 2009-09-23T00:00:00-07:00

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

Snippet: court action. The defendants respond that sections 607.1501 and 607.1502 prevent a foreign corporation without… (Fla. 5th DCA 1996)). We next address section 607.1501, Florida Statutes (2008) due to the foreign nature…authority from the Department of State." § 607.1501(1), Fla. Stat. Consequences of a foreign corporation…defending, or settling any proceeding." § 607.1501(2)(a), Fla. Stat. At the hearing, plaintiff'

Algernon Blair Cont. v. Hughes Supply

Court: Fla. Dist. Ct. App. | Date Filed: 1996-11-21T23:53:00-08:00

Citation: 684 So. 2d 223

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

Suffolk Fed. Credit Union v. Continental

Court: Fla. Dist. Ct. App. | Date Filed: 1995-12-19T23:53:00-08:00

Citation: 664 So. 2d 1153

Snippet: Department of State. Id. § 607.1501(1), (2). The purpose of section 607.1501 is to create a "safe ….[5] Reversed and remanded. NOTES [1] Section 607.1501, Florida Statutes (1993), itemizes a number of…legislature has amended chapter 607, so that Section 607.1501 now provides, "This section has no application…this state under any law of this state." § 607.1501(4), Fla. Stat. (1993). [2] This case does not