Page 18 - Akerman | 2016 Guide to Doing Business in Florida

CHAPTER 2. GENERAL REGULATION OF BUSINESS IN FLORIDA

Business Regulations
Vit M. Gulbis, Esq. | (813) 209-5007 | vit.gulbis@akerman.com
Brian Goossen, Esq. | (813) 209-5010 | brian.goossen@akerman.com

2.1 Requirements for Qualification to Do Business in Florida
Foreign corporations, limited liability companies, and limited partnerships (including limited liability limited
partnerships) must obtain a Certificate of Authority from the Florida Department of State, Division of
Corporations, before they may permissibly “transact business” in Florida.

The concept of “transact[ing] business” is not specifically defined in the Florida Statutes. However, a list
of activities that do not constitute transacting business (meaning, a list of activities for which foreign
qualification is not required) is provided in Florida Statutes §§ 607.1501, 608.501, and 620.1903.
Generally, activities that do not constitute transacting business in Florida include, but are not limited to:
(1) maintaining bank accounts; (2) selling through independent contractors; (3) soliciting or obtaining
orders, whether by mail or through employees, agents or otherwise, if the orders require acceptance
outside of Florida before they become contracts; (4) transacting business in interstate commerce; and
(5) conducting an isolated transaction that is completed within 30 days and not part of a series of
repeated similar transactions.

To obtain a Certificate of Authority, a foreign entity must file an Application by Foreign Corporation (or
Limited Liability Company or Limited Partnership, as the case may be) for Authorization to Transact
Business in Florida and must provide an original current certificate of existence, no more than ninety (90)
days old, duly authenticated by the Secretary of State or the proper official having custody of corporate
records in the state or country under the law of which the entity is organized or incorporated. If the
certificate of existence is in a language other than English, a translation of the certificate, under oath of
the translator, must be attached to the foreign-language certificate.

The laws of Florida require that each foreign entity applying for a Certificate of Authority must designate a
registered agent having a street address in the state. The registered agent must accept this designation
in writing and must indicate the agent’s familiarity with the obligations of being a registered agent.
Registered agents are responsible for accepting service of process on behalf of the corporation, limited
liability company, or limited partnership. Failure to designate and properly file on behalf of its registered
agent will subject the foreign entity to a fine of up to $500.

A foreign entity’s failure to obtain a Certificate of Authority will not invalidate any contracts, deeds,
mortgages, security interests or corporate acts, or prevent it from defending a legal proceeding in
Florida; however, such failure will prevent the entity from bringing an action in Florida, including defensive
counter-claims. If a Certificate of Authority is obtained after transacting business in Florida, the Division
of Corporations may collect all fees and taxes which would have been collected from the date the
certificate should first have been obtained. In some cases, the statutes also direct the Division of
Corporations to impose fines between $500 and $1,000 for each year or portion in which the foreign
entity transacts business without a Certificate of Authority.

Foreign general partnerships (just as domestic general partnerships) are not required to take any specific
action in order to transact business. However, if a foreign general partnership wishes to take advantage
of the benefits afforded a Florida “registered” general partnership, it must file a partnership registration
statement with the Division of Corporations. Similarly, if a foreign limited liability partnership wishes to

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