608.502 Consequences of transacting business without authority. - Florida Statutes

608.502 Consequences of transacting business without authority.

   (1) A foreign limited liability company transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

   (2) The successor to a foreign limited liability company that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign limited liability company or its successor obtains a certificate of authority.

   (3) A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign limited liability company or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the certificate.

   (4) A foreign limited liability company which transacts business in this state without authority to do so shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees, penalties, and taxes which would have been imposed by this chapter upon such limited liability company had it duly applied for and received authority to transact business in this state as required by this chapter. In addition to the payments thus prescribed, such limited liability company shall be liable for a civil penalty of not less than $500 or more than $1,000 for each year or part thereof during which it transacts business in this state without a certificate of authority. The Department of State may collect all penalties due under this subsection.

   (5) Notwithstanding subsections (1) and (2), the failure of a foreign limited liability company to obtain a certificate of authority does not impair the validity of any of its contracts, deeds, mortgages, security interests, or acts or prevent it from defending any proceeding in this state.

   (6) A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company’s having transacted business in this state without a certificate of authority.

   (7) If a foreign limited liability company transacts business in this state without a certificate of authority, the foreign limited liability company appoints the Secretary of State as its agent for substitute service of process pursuant to s. 48.181 for claims arising out of the transaction of business in this state.

History. s. 60, ch. 93-284; s. 1, ch. 99-315.