Florida Statutes

Fla. Stat. § 607.15015 (2025)

Governing law.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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607.15015 Governing law.—

(1) The law of the state or other jurisdiction under which a foreign corporation exists governs:

(a) The organization and internal affairs of the foreign corporation; and

(b) The interest holder liability of its shareholders.

(2) A foreign corporation may not be denied a certificate of authority by reason of a difference between the laws of its jurisdiction of formation and the laws of this state.

(3) A certificate of authority does not authorize a foreign corporation to engage in any business or exercise any power that a corporation may not engage in or exercise in this state.

History.—s. 198, ch. 2019-90.

Notes of Decisions

Cited in 3 cases (3 in the last 5 years), 2022–2023 · leading case: Oil Com Uganda v. Wessel Van Tonder (M.D. Fla. 2022).

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Oil Com Uganda v. Wessel Van Tonder (M.D. Fla. 2022). · cites it 2× “2010) (citing Fla. Stat. § 607.15015 (3)). AXI is a Nevada corporation and Nevada law may apply to one, some, or all claims.”

Williams v. 3rd Home Ltd. (M.D. Fla. 2023). · cites it 2× “5th DCA 2004) (citation omitted); see also Fla. Stat. § 607.15015 (1)(a) (“The law of the state or other jurisdiction under which a foreign corporation exists governs (a) The organization and internal affairs of the foreign corporation .”

Oil Com Uganda v. Wessel Van Tonder (M.D. Fla. 2022). “§ 607.15015 (3)). Based on the pleadings, AXI is a Nevada corporation.”

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