Foreign, or out-of-state, corporations face a different set of laws in Florida than in-state corporations. Because they often times do not conduct as much business in Florida as those businesses incorporated in Florida, special rules are set aside so that they are incentivized to transact in Florida. However, foreign corporations are not given a free pass to conduct all business in Florida. Instead, a foreign corporation transacting business in Florida must qualify to do business in this state. The importance of doing so cannot be understand.
Not all foreign corporations must qualify to do business in Florida. Corporations that incidentally do business in Florida are not required to do so. Neither are corporations that rarely conduct business in Florida. Foreign corporations that are required to qualify in Florida are those that engage in intrastate transactions in Florida on a regular basis. What is considered regular is often times a question for the courts, but common sense can dictate approximately what level that is.
If a foreign corporation does transact business in Florida on a regular basis, it must qualify in order to be able to avail itself of certain protections. The term qualify simply denotes that the corporation must acquire a certificate of authority from the Department of State. If a court finds that a foreign corporation conducts business regularly in Florida without receiving the certificate of authority from the Department of State, there are two main areas where the corporation will be afflicted. First, it will be subject to heavy civil fines. Second, and perhaps most importantly, it cannot bring suit in Florida, although it can still defend itself in court. Acquiring the certificate of authority far outweighs the detriments if a court decides that the foreign corporation should have acquired the certificate due to its level of business in Florida.
Many out-of-state corporations conduct enough business in Florida to require them to undertake certain steps with the state. Often times, this occurs without even realizing it. Consulting with a Florida business attorney who has years of experience handling can assist you and help you evaluate all your corporate needs. Call the Trembly Law Firm at (305) 431-5678 to schedule your consultation.