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Fla. Stat. § 607.1505 (2025)

Effect of a certificate of authority.

✓ 2025 Florida Statutes — current through the 2025 Regular Session
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607.1505 Effect of a certificate of authority.—
(1) Unless the department determines that an application for a certificate of authority of a foreign corporation to transact business in this state does not comply with the filing requirements of this chapter, the department shall, upon payment of all filing fees, authorize the foreign corporation to transact business in this state and file the application for certificate of authority.
(2) The filing by the department of an application for a certificate of authority means that the foreign corporation that filed the application to transact business in this state has obtained a certificate of authority to transact business in this state and is authorized to transact business in this state, subject, however, to the right of the department to suspend or revoke the certificate of authority as provided in this chapter.
History.—s. 140, ch. 89-154; s. 202, ch. 2019-90; s. 58, ch. 2020-32.
Notes of Decisions
Cited in 14 cases, 1991–2020 · leading case: Sandra Waite v. AII Acquisition Corp., 901 F.3d 1307 (11th Cir. 2018).
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Sandra Waite v. AII Acquisition Corp., 901 F.3d 1307 (11th Cir. 2018). “Fla. Stat. § 607.1505 (2). In the Waites' view, by imposing "the same duties, restrictions, penalties, and liabilities" on registered foreign corporations, Florida law indicates that a foreign corporation consents to general jurisdiction in Florida when it registers to do…”
Arnold v. McFall, 839 F. Supp. 2d 1281 (S.D. Fla. 2011). · cites it 4× “1505 (3) (stating in pertinent part that “[t]his act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state”); see also Rest.2d Conf. § 302(2) (1971) (“The local law of the state of…”
Banco Indus. De Venezuela C.A., Miami Agency v. De Saad, 68 So. 3d 895 (Fla. 2011). · cites it 7× “Specifically, section 607.1505(1), Florida Statutes, provides that “[a] certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state.”
Mukamal ex rel. Far & Wide Corp. v. Bakes, 378 F. App'x 890 (11th Cir. 2010). · cites it 4× “Fla. Stat. § 607.1505 (3); Chatlos Found.”
Chatlos Found., Inc. v. D'Arata, 882 So. 2d 1021 (Fla. 5th DCA 2004). · cites it 2× “0850 applied to a foreign corporation qualified to do business in Florida by virtue of section 607.1505(2). In that case, DeSaad was arrested for money laundering and conspiracy while employed by Banco Industrial.”
State Farm Mut. Auto. Ins. v. Superior Court, 2003 Cal. Daily Op. Serv. 10879 (Cal. Ct. App. 2003). “§§ 33-924 (c), 33-1214(c)); Florida ( Fla. Stat. Ann. §§ 607.1505 (3), 608.505(3), 617.”
Mukamal v. Bakes, 383 B.R. 798 (S.D. Fla. 2007). · cites it 2× “” The Florida Business Corporation Act contains a virtually identical provision as Fla.Stat. § 607.1505(3), which provides: "This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this…”
Robert Freedman v. MajicJack Vocaltec Ltd., 963 F.3d 1125 (11th Cir. 2020). “6 See Fla. Stat. § 607.1505 ; Restatement (Second) of Conflict of Laws §§ 302-9 (1971); see also In re Friedlander Capital Mgmt.”
Nat'l Rifle Ass'n of Am. v. Linotype Co., 591 So. 2d 1021 (Fla. 3d DCA 1991). · cites it 2× “Contrary to the plaintiff's argument, the fact that the defendant as a foreign corporation was qualified to do business in Florida under Section 607.1505, Florida Statutes (Supp.”
de Saad v. Banco Indus. De Venezuela, C.A., 843 So. 2d 953 (Fla. 3d DCA 2003). · cites it 11× “r judgment on the pleadings, the trial court dismissed de Saad’s claim with prejudice, holding the statutory indemnification provision facially inapplicable to foreign corporations such as BIV Miami, and further holding that this inapplicability was not changed by the fact that…”
Legal Envir. Assistance v. Dep, 702 So. 2d 1352 (Fla. 1st DCA 1997). · cites it 2× “3d DCA 1991) (concluding that under section 607.1505, a foreign corporation's certificate of authority does not make the corporation a resident of Florida for forum non conveniens purposes).”
U.S. Eagle Corp. v. Westphal (In re U.S. Eagle Corp.), 484 B.R. 640 (Bankr. D.N.J. 2012). · cites it 2× “In Florida, the internal affairs doctrine is codified in Fla. Stat. § 607.1505 (3) (providing that Florida is not authorized “to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.”
Show all 14 citing cases →
— 607.1505(1) — 1 case
Banco Indus. De Venezuela C.A., Miami Agency v. De Saad, 68 So. 3d 895 (Fla. 2011). “Specifically, section 607.1505(1), Florida Statutes, provides that “[a] certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state.”
— 607.1505(2) — 3 cases
Chatlos Found., Inc. v. D'Arata, 882 So. 2d 1021 (Fla. 5th DCA 2004). “0850 applied to a foreign corporation qualified to do business in Florida by virtue of section 607.1505(2). In that case, DeSaad was arrested for money laundering and conspiracy while employed by Banco Industrial.”
Banco Indus. De Venezuela C.A., Miami Agency v. De Saad, 68 So. 3d 895 (Fla. 2011). “Specifically, section 607.1505(1), Florida Statutes, provides that “[a] certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state.”
de Saad v. Banco Indus. De Venezuela, C.A., 843 So. 2d 953 (Fla. 3d DCA 2003). “r judgment on the pleadings, the trial court dismissed de Saad’s claim with prejudice, holding the statutory indemnification provision facially inapplicable to foreign corporations such as BIV Miami, and further holding that this inapplicability was not changed by the fact that…”
— 607.1505(3) — 3 cases
Mukamal v. Bakes, 383 B.R. 798 (S.D. Fla. 2007). “” The Florida Business Corporation Act contains a virtually identical provision as Fla.Stat. § 607.1505(3), which provides: "This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this…”
Banco Indus. De Venezuela C.A., Miami Agency v. De Saad, 68 So. 3d 895 (Fla. 2011). “Specifically, section 607.1505(1), Florida Statutes, provides that “[a] certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state.”
Romay v. Caribevision Holdings, Inc., 147 So. 3d 125 (Fla. 3d DCA 2014).
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