Foreign Corporations Capacity to Sue in Florida

A foreign corporation transacting business in this state or its successors may not prosecute or maintain an action or proceeding in this state until it has obtained a certificate of authority to transact business in this state. (West's F.S.A. § 607.1502) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department. The following activities, among others, do not constitute transacting business: Maintaining, defending, mediating, arbitrating, or settling any proceeding; Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors; Maintaining accounts in financial institutions; 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; Selling through independent contractors; 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; Creating or acquiring indebtedness, mortgages, or security interests in real or personal property; Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, or holding, protecting, or maintaining property so acquired; Transacting business in interstate commerce; 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; 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; 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; Owning, protecting, and maintaining, without more, real or personal property. (West's F.S.A. § 607.1501)

Actions by and against foreign corporations follow the same applicable procedure rules as those by and against domestic corporations. Roess v. Malsby Co. 69 Fla. 15, 67 So. 226 (1915);

A nonresident corporation has the right to demand and enforce payment by court action for goods sold in interstate commerce; the fact the non-resident corporation may procure orders for the purchase of the products through the services of a resident agent working within the state does not divest the corporations business as interstate in character.  AR Products v. Acker, 217 So.2d 595 (Fla. 1st DCA 1969)

Florida Statute § 607.1502 (1) is preempted by the National Bank Act, which allows national banking associations to “sue and be sued” to the same extent as natural persons. 770 PPR, LLC v. TJCV Land Trust, 30 So.3d 613 (Fla. 4th DCA 2010). A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until the court determines if the foreign corporation or its successor requires a certificate of authority. Fla. Stat. § 607.1502(3).