Chapter 13 - Foreign Corporations

Consequences of Transacting Business Without Authority: A foreign corporation that does business in Florida without authority is liable for

1. A pro rated part of the fees and taxes that would have been imposed on the corporation if it had applies for and received the authority to do business in FL AND 2 A civil penalty between $500 and $1000 for each year or part thereof during which it does business without a certificate of authority

Registered Office and Registered Agent: Each foreign corporation authorized to do business must continuously maintain in Florida

1. A registered office that can be the same as any of its place of business AND 2. A registered agent - who can be: a. An individual who resides in Florida and whose business office is identical with the registered office b. A corporation or not for profit corporation - the business office of which is identical with the registered office OR c. Another foreign corporation or foreign not-for-profit corporation authorized to do business or conduct its affairs in Florida - the business office of which is identical with the registered office

Certificate of Authority: A foreign corporation can apply for a certificate of authority with the Department of State - the applicant must include:

1. Name of the foreign corp 2. Jurisdiction under the law that it is incorporated 3. Its date of incorporation and period of direction 4. The street address of its principal office 5. The address of its registered office in Florida and the name of its registered agent at that office AND 6. The named and usual business addresses of its current directors and officers

Withdrawal: The Department of State can commence a proceeding to revoke the certificate or authority of a foreign corporation authorized to do business if

1. The foreign corporation has failed to file its annual report with the Department of State within the time required 2. The foreign corporation does not pay within the time required any fees, taxes, or penalties imposed by law 3. The foreign corporation is without a registered agent or registered office in Florida for 30 days or more 4. An incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Department of State for filing 5. The foreign corporation has been dissolved or disappeared as the result of a merger OR 6. The foreign corporation has failed to answer truthfully and fully, within the time prescribed by this act, interrogatories made by the department of state

Consequences of Transacting Business Without Authority: What happens to a foreign corporation doing business in Florida with a certificate of authority?

It cannot maintain an action in any court in Florida until it obtains a certificate of authority

Internal Affairs Doctrine: When a corporation registers as a foreign corporation and is authorized to do business in Florida can Florida regulate the organization or internal affairs of the foreign corporation.

NO because corporations internal affairs are governed by its state of incorporation

Consequences of Transacting Business Without Authority: Does the failure of a foreign corporation to get a certificate of authority impair the validity of any of its contracts, deeds, mortgages, security interests, or corporate acts or prevent it from defending any proceeding in Florida?

No

Withdrawal: Can a foreign corporation can voluntarily withdraw from doing business in Florida

Yes by obtaiing a certificate of withdrawal from the Department of State

Authority to transact business in Florida: Foreign corporations cannot do business in Florida without

obtaining a certificate of authority from the Department of State

Certificate of Authority: A foreign corporation with a valid certificate of authority has

the same rights and privileges as, and is subject to the same duties, restrictions, penalties, and liabilities not or later imposed on a domestic corporation.

What is a foreign corporation?

a for profit corporation incorporated under another states law