607.1502 Consequences of
transacting business without authority. ---
(1) A foreign corporation 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 corporation 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 corporation or
its successor obtains a certificate of authority.
(3) A court may stay a proceeding commenced by a
foreign corporation or its successor or assignee until it
determines whether the foreign corporation or its successor
requires a certificate of authority. If it so determines, the
court may further stay the proceeding until the foreign corporation
or its successor obtains the certificate.
(4) A foreign corporation 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 and
taxes which would have been imposed by this act upon such
corporation had it duly applied for and received authority to
transact business in this state as required by this act. In
addition to the payments thus prescribed, such corporation 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 and may bring an action in circuit court to recover all
penalties and fees due and owing the state.
(5) Notwithstanding subsections (1) and (2), the
failure of a foreign corporation to obtain a certificate of
authority does not impair the validity of any of its contracts,
deeds, mortgages, security interests, or corporate acts or prevent
it from defending any proceeding in this
state.
History: s. 137, ch. 89-154; s. 5, ch. 91-214.