Page 30 - Akerman | 2016 Guide to Doing Business in Florida
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For the purposes of Florida law, the 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.
Corporations that transact business without a Certificate of Authority are liable to the state for all
fees and taxes that would have been imposed by the state had the corporation duly qualified,
and any non-complying foreign corporations are liable to the state of Florida for a penalty of not
less than $500 but not more than $1,000 for each year or part of a year during which they
transact business. Additionally, corporations transacting business in Florida without a Certificate
of Authority may not maintain any action in Florida courts, including defensive counter-claims,
until such certificate is obtained. However, a failure to obtain a Certificate of Authority will in no
way impair the validity of an contract, deed, mortgage, security interest or act of the corporation
and does not prevent the corporation from defending itself in any proceeding in Florida.
The application for the Certificate of Authority must contain the following information:
a. Name. The name of the corporation;
b. Jurisdiction. The jurisdiction where the foreign corporation is incorporated;
c. Date. The date upon which the corporation was incorporated;
d. Duration. The duration of the corporation;
e. Addresses. The street address of the principal business office of the
corporation, as well as the address of the registered office in the state of
Florida and name of the resident agent;
f. Directors and Officers. The name and usual addresses of its current directors
and officers; and
g. Other. Any further provisions that are required by the Department of State.
The Certificate of Authority grants the authority to transact business in Florida and continues
until surrendered by the corporation, suspended by the state, or revoked. Further, the
corporation’s name must comply with Florida naming conventions and it may have to register its
corporate name with additions, if any, required by Florida law, if its name is not distinguishable
from corporate names that are not available under Florida law. Registration is renewed annually
by a foreign corporation by filing an annual renewal application.
For more general information on regulation of foreign entities in Florida, see Chapter 2 of this
Guide [General Regulation of Business in Florida].
3.1.13 Filing and Recordkeeping
The Florida Business Corporation Act requires that each corporation keep the following
records:
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