reglab/housing_qa huggingface dataset:
FL Stat § 607.1501 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1501 - Authority of foreign corporation to transact business required; activities not constituting transacting business.

607.1501 Authority of foreign corporation to transact business required; activities not constituting transacting business.—(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):(a) Maintaining, defending, mediating, arbitrating, or settling any proceeding.(b) Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors.(c) Maintaining accounts in financial institutions.(d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositaries with respect to those securities.(e) Selling through independent contractors.(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.(h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, or holding, protecting, or maintaining property so acquired.(i) Transacting business in interstate commerce.(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.(k) Owning and controlling a subsidiary corporation incorporated in or limited liability company formed in, or transacting business within, this state; or voting the shares of any such subsidiary corporation or voting the membership interests of any such limited liability company, which it has lawfully acquired.(l) Owning a limited partnership interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner.(m) Owning, protecting, and maintaining, without more, real or personal property.(3) The list of activities in subsection (2) is not an exhaustive list of activities that do not constitute transacting business within the meaning of subsection (1).(4) This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the law of this state other than this chapter.History.—s. 136, ch. 89-154; s. 197, ch. 2019-90; s. 54, ch. 2020-32.
FL Stat § 607.15015 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.15015 - Governing law.

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.
FL Stat § 607.1503 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1503 - Application for certificate of authority.

607.1503 Application for certificate of authority.—(1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. Such application shall be made on forms prescribed by the department. The application must contain the following:(a) The name of the foreign corporation and, if the name does not comply with s. 607.0401, an alternate name adopted pursuant to s. 607.1506.(b) The name of the foreign corporation’s jurisdiction of incorporation.(c) Its date of incorporation and period of duration.(d) The principal office and mailing address of the foreign corporation.(e) The name and street address in this state of, and the written acceptance by, the foreign corporation’s initial registered agent in this state.(f) The names and usual business addresses of its current directors and officers.(g) Additional information as may be necessary or appropriate in order to enable the department to determine whether the foreign corporation is entitled to file an application for certificate of authority to transact business in this state and to determine and assess the fees payable as prescribed in this chapter.(2) The foreign corporation shall deliver with a completed application under subsection (1) a certificate of existence or a record of similar import, duly authenticated not more than 90 days prior to delivery of the application to the department, signed by the official having custody of the foreign corporation’s publicly filed records in its jurisdiction of incorporation. A translation of the certificate, under oath of the translator, must be attached to a certificate which is in a language other than the English language.History.—s. 138, ch. 89-154; s. 37, ch. 2003-283; s. 200, ch. 2019-90; s. 56, ch. 2020-32.
FL Stat § 607.1504 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1504 - Amended certificate of authority.

607.1504 Amended certificate of authority.—(1) A foreign corporation authorized to transact business in this state shall deliver for filing an amendment to its certificate of authority to reflect a change in any of the following:(a) Its name on the records of the department.(b) The jurisdiction of its incorporation.(c) The name and street address in this state of the foreign corporation’s registered agent in this state, unless the change was timely made in accordance with s. 607.1508 or s. 607.15091.(2) The amendment must be filed within 90 days after the occurrence of a change described in subsection (1), must be signed by an officer of the foreign corporation, and must state the following:(a) The name of the foreign corporation as it appears on the records of the department.(b) The jurisdiction of its incorporation.(c) The date the foreign corporation was authorized to transact business in this state.(d) If the name of the foreign corporation has been changed, the name relinquished and its new name.(e) If the amendment changes its period of duration, a statement of such change.(f) If the amendment changes the jurisdiction of incorporation of the foreign corporation, a statement of that change.(3) The requirements of s. 607.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section unless the official having custody of the foreign corporation’s publicly filed records in its jurisdiction of incorporation did not require an amendment to effectuate the change on its records.(4) Subject to subsection (3), a foreign corporation authorized to transact business in this state may make application to the department to obtain an amended certificate of authority to add, remove, or change the name, title, capacity, or address of an officer or director of the foreign corporation.History.—s. 139, ch. 89-154; s. 160, ch. 90-179; s. 38, ch. 2003-283; s. 201, ch. 2019-90; s. 57, ch. 2020-32.
FL Stat § 607.1505 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1505 - Effect of a certificate of authority.

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.
FL Stat § 607.1506 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1506 - Corporate name of foreign corporation.

607.1506 Corporate name of foreign corporation.—(1) A foreign corporation whose name is unavailable under or whose name does not otherwise comply with s. 607.0401 shall use an alternate name that complies with s. 607.0401 to transact business in this state. An alternate name adopted for use in this state shall be cross-referenced to the actual name of the foreign corporation in the records of the department, provided that no cross-reference is required if the alternate name involves no more than adding the suffix “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” or “Inc.,” or “Co.” or the designation “Corp” or “Inc” or “Co” to the name. If the actual name of the foreign corporation subsequently becomes available in this state and the foreign corporation elects to operate in this state under its actual name, or the foreign corporation chooses to change its alternate name, a record approving the election or change, as the case may be, by its directors or shareholders, and signed as required pursuant to s. 607.0120, shall be delivered to the department for filing.(2) A foreign corporation that adopts an alternate name under subsection (1) and obtains a certificate of authority with the alternate name need not comply with s. 865.09 with respect to the alternate name.(3) So long as a foreign corporation maintains a certificate of authority with an alternate name, a foreign corporation shall transact business in this state under the alternate name unless the corporation is authorized under s. 865.09 to transact business in this state under another name.(4) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not comply with s. 607.0401, it may not thereafter transact business in this state until it complies with subsection (1) and obtains an amended certificate of authority under s. 607.1504.(5) Notwithstanding the foregoing, a foreign corporation may register under a name that is not otherwise distinguishable on the records of the department with the written consent of the other entity if the consent is filed with the department at the time of registration of such name and if such name is not identical to the name of the other entity.History.—s. 141, ch. 89-154; s. 161, ch. 90-179; s. 39, ch. 93-281; s. 15, ch. 98-101; s. 39, ch. 2003-283; s. 203, ch. 2019-90.
FL Stat § 607.1507 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1507 - Registered office and registered agent of foreign corporation.

607.1507 Registered office and registered agent of foreign corporation.—(1) Each foreign corporation authorized to transact business in this state shall designate and continuously maintain in this state:(a) A registered office, which may be the same as its place of business in this state; and(b) A registered agent, which must be:1. An individual who resides in this state and whose business address is identical to the address of the registered office;2. A domestic entity that is an authorized entity and whose business address is identical to the address of the registered office; or3. Another foreign entity authorized to transact business in this state which is an authorized entity and whose business address is identical to the address of the registered office.(2) This section does not apply to corporations that are required by law to designate the Chief Financial Officer as their attorney for service of process, associations subject to the provisions of chapter 665, and banks and trust companies subject to the financial institutions codes.(3) Each initial registered agent, and each successor registered agent that is appointed, shall file a statement in writing with the department, in the form and manner prescribed by the department, accepting the appointment as a registered agent while simultaneously being designated as the registered agent. The statement of acceptance must provide that the registered agent is familiar with, and accepts, the obligations of that position.(4) The duties of a registered agent are as follows:(a) To forward to the foreign corporation at the address most recently supplied to the registered agent by the foreign corporation, a process, notice, or demand pertaining to the foreign corporation which is served on or received by the registered agent; and(b) If the registered agent resigns, to provide the notice required under s. 607.1509 to the foreign corporation at the address most recently supplied to the registered agent by the foreign corporation.(5) The department shall maintain an accurate record of the registered agents and registered offices for service of process and shall promptly furnish any information disclosed thereby upon request and payment of the required fee.(6) A foreign corporation may not prosecute or maintain any action in a court in this state until the foreign corporation complies with the provisions of this section, pays to the department the amounts required by this chapter, and, to the extent ordered by a court of competent jurisdiction, pays to the department a penalty of $5 for each day it has failed to so comply or $500, whichever is less.(7) A court may stay a proceeding commenced by a foreign corporation until the corporation complies with this section.History.—s. 142, ch. 89-154; s. 162, ch. 90-179; s. 40, ch. 93-281; s. 38, ch. 97-102; s. 204, ch. 2019-90; s. 59, ch. 2020-32.
FL Stat § 607.1508 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1508 - Change of registered office and registered agent of foreign corporation.

607.1508 Change of registered office and registered agent of foreign corporation.—(1) In order to change its registered agent or registered office address, a foreign corporation authorized to transact business in this state may deliver to the department for filing a statement of change containing the following:(a) The name of the foreign corporation.(b) The name of its current registered agent.(c) If the current registered agent is to be changed, the name of the new registered agent.(d) The street address of its current registered office for its current registered agent.(e) If the street address of the current registered office is to be changed, the new street address of the registered office.(2) If the registered agent is changed, the written acceptance of the successor registered agent described in s. 607.1507(3) must also be included in or attached to the statement of change.(3) A statement of change is effective when filed by the department.(4) The changes described in this section may also be made on the foreign corporation’s annual report or in an application for reinstatement filed with the department under s. 607.1622.History.—s. 143, ch. 89-154; s. 163, ch. 90-179; s. 41, ch. 93-281; s. 39, ch. 97-102; s. 205, ch. 2019-90.
FL Stat § 607.1509 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1509 - Resignation of registered agent of foreign corporation.

607.1509 Resignation of registered agent of foreign corporation.—(1) A registered agent may resign as agent for a foreign corporation by delivering to the department for filing a signed statement of resignation containing the name of the foreign corporation.(2) After delivering the statement of resignation to the department for filing, the registered agent must promptly mail a copy to the foreign corporation at its current mailing address.(3) A registered agent is terminated upon the earlier of:(a) The 31st day after the department files the statement of resignation; or(b) When a statement of change or other record designating a new registered agent is filed with the department.(4) When a statement of resignation takes effect, the registered agent ceases to have responsibility for a matter thereafter tendered to it as agent for the foreign corporation. The resignation does not affect contractual rights that the foreign corporation has against the agent or that the agent has against the foreign corporation.(5) A registered agent may resign from a foreign corporation regardless of whether the foreign corporation has active status.History.—s. 144, ch. 89-154; s. 164, ch. 90-179; s. 42, ch. 93-281; s. 40, ch. 97-102; s. 206, ch. 2019-90; s. 60, ch. 2020-32.
FL Stat § 607.15091 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.15091 - Change of name or address by registered agent.

607.15091 Change of name or address by registered agent.—(1) If a registered agent changes his, her, or its name or address, the agent may deliver to the department for filing a statement of change containing the following:(a) The name of the foreign corporation represented by the registered agent.(b) The name of the registered agent as currently shown in the records of the department for the corporation.(c) If the name of the registered agent has changed, his, her, or its new name.(d) If the address of the registered agent has changed, the new address.(e) A statement that the registered agent has given the notice required under subsection (2).(2) A registered agent shall promptly furnish notice of the statement of change and the changes made by the statement filed with the department to the represented foreign corporation.History.—s. 207, ch. 2019-90; s. 61, ch. 2020-32.
FL Stat § 607.15092 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.15092 - Delivery of notice or other communication.

607.15092 Delivery of notice or other communication.—(1) Except as otherwise provided in this chapter, permissible means of delivery of a notice or other communication includes delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission, all as more particularly described in s. 607.0141.(2) Except as provided in subsection (3), delivery to the department is effective only when a notice or other communication is received by the department.(3) If a check is mailed to the department for payment of an annual report fee or the annual supplemental fee required under s. 607.193, the check shall be deemed to have been received by the department as of the postmark date appearing on the envelope or package transmitting the check if the envelope or package is received by the department.History.—s. 208, ch. 2019-90.
FL Stat § 607.15101 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.15101 - Service of process, notice, or demand on a foreign corporation.

607.15101 Service of process, notice, or demand on a foreign corporation.—(1) A foreign corporation may be served with process required or authorized by law by serving on its registered agent.(2) If a foreign corporation ceases to have a registered agent or if its registered agent cannot with reasonable diligence be served, the process required or permitted by law may instead be served on the chair of the board, the president, any vice president, the secretary, or the treasurer of the foreign corporation at the principal office of the foreign corporation in this state.(3) If the process cannot be served on a foreign corporation pursuant to subsection (1) or subsection (2), the process may be served on the secretary of state as an agent of the foreign corporation.(4) Service of process on the secretary of state may be made by delivering to and leaving with the department duplicate copies of the process.(5) Service is effectuated under subsection (3) on the date shown as received by the department.(6) The department shall keep a record of each process served on the secretary of state pursuant to this section and record the time of and the action taken regarding the service.(7) Any notice or demand on a foreign corporation under this chapter may be given or made: to the chair of the board, the president, any vice president, the secretary, or the treasurer of the foreign corporation; to the registered agent of the foreign corporation at the registered office of the foreign corporation in this state; or to any other address in this state that is in fact the principal office of the foreign corporation in this state.(8) This section does not affect the right to serve process, give notice, or make a demand in any other manner provided by law.History.—s. 145, ch. 89-154; s. 165, ch. 90-179; s. 209, ch. 2019-90; s. 62, ch. 2020-32.Note.—Former s. 607.1510.
FL Stat § 607.1520 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1520 - Withdrawal and cancellation of certificate of authority for foreign corporation.

607.1520 Withdrawal and cancellation of certificate of authority for foreign corporation.—(1) To cancel its certificate of authority to transact business in this state, a foreign corporation must deliver to the department for filing a notice of withdrawal of certificate of authority. The certificate of authority is canceled when the notice of withdrawal becomes effective pursuant to s. 607.0123. The notice of withdrawal of certificate of authority must be signed by an officer or director and state the following:(a) The name of the foreign corporation as it appears on the records of the department.(b) The name of the foreign corporation’s jurisdiction of incorporation.(c) The date the foreign corporation was authorized to transact business in this state.(d) That the foreign corporation is withdrawing its certificate of authority in this state.(e) That the foreign corporation revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process based on a cause of action arising during the time it was authorized to transact business in this state.(f) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under paragraph (e).(g) A commitment to notify the department in the future of any change in its mailing address.(2) After the withdrawal of the foreign corporation is effective, service of process on the secretary of state under this section is service on the foreign corporation. Upon receipt of the process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under paragraph (1)(f).History.—s. 146, ch. 89-154; s. 2, ch. 95-211; s. 210, ch. 2019-90; s. 63, ch. 2020-32.