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122 Cards in this Set

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What's the name of the FL corporate statutes (broadly)?




What is it based on?

Florida's Business Corporation Act (1990)




based substantively on the Model Business Corporation Act ("Model Act") but with some changes.

For tax purposes, what is the potential advantage of a Florida corporation electing to be taxed as a partnership under Subchapter S of the IRC?

An S-corporation itself is not taxed, and all of its taxable income is taxed directly to the shareholders in proportion to their stock holdings (thus avoiding "double taxation").




Advantageous if it is distributing all or most of its net profits, or if it has a net loss that the shareholders can offset against other income. [also depends on personal income tax bracket of each individual shareholder]

Every corporation qualified to do business in Florida (domestic and foreign) must file an Annual Report with (i) which agency?; and (ii) disclosing what six things?

Fla Dep't of State


> name


> date of incorporation


> address of principal office & mailing address


> federal employer identification number


> names and business addresses of principal officers and directors


> street address of registered office and name of registered agent

May Florida corporations make political contributions?

Yes, they are expressly authorized to do so within the statutory dollar limitations;




Also free to expend any amount of funds to ballot referendums, or in support/opposition of a candidate, as long as it is not a disguised contribution to a candidate. Citizens United.

When may a Florida corporation be held vicariously liable for punitive damages?

When an agent or employee engages in intentional misconduct or gross negligence AND:




(i) the corporation actively and knowingly participated; (ii) the officers/directors/managers knowingly condoned, ratified, or consented; or (iii) the corporation itself engaged in grossly negligent conduct that contributed to the injury.

What is the modern rule in Florida regarding ultra vires actions (i.e., actions beyond the power conferred upon the corporation by law or Charter)?

The defense of ultra vires has been abolished. Thus, neither the corporation (or its shareholders) nor third parties may avoid responsibility for their acts or contractual obligations on the grounds of ultra vires.




[Three exceptions--see other card]



What are the three exceptions to the general rule that ultra vires is no longer a defense to acts and contracts?

(1) state's quo warranto to enjoin the acts or dissolve the corporation;


(2) direct or derivative corporate lawsuit against officers, employees, or agents to recover for damages, or enjoin from future acts;


(3) shareholder derivative action brought to enjoin performance of an ultra vires executory contract

What are the six mandatory provisions of a Florida corporation's Articles of Incorporation?

(i) Name;


(ii) Number of authorized shares;


(iii) Preemptive rights of shareholders (if any);


(iv) Address of initial registered office + name of initial registered agent & her acceptance;


(v) Names and addresses of the incorporators;


(vi) Address of initial principal office, and the mailing address of the corporation (could be the same address)



What are the four doctrines courts will apply to remedy a corporation that was defectively formed?

1. De Jure Corporation - substantial compliance with mandatory statutory reqs


2. De Facto Corporation - (i) valid statute under which it could've been formed; (ii) colorable compliance; (iii) good faith attempt;
> this is sufficient for the purpose of enforcing contracts and shielding shareholders from personal liability in the event of insolvency;


3. Corporation by Estoppel [not avail for tort]


4. Personal Liability - available for persons who purport to act as a corporation but have actual knowledge of lack of incorporation

What are the names of the four doctrines available for piercing the corporate veil?

1. Alter Ego Doctrine


2. Thin Capitalization


3. Deep Rock Doctrine


4. Subsidiary Corporations

What is the Deep Rock Doctrine?

In bankruptcy proceedings, the courts often subordinate "insider loans" to the claims of all other creditors. May be invoked whenever it appears inequitable to allow an inside creditor to share equally with outside creditors




(because for tax reasons, shareholders in close corporations often make capital contribution in the form of "loans").

The Florida Supreme Court has held that the corporate veil cannot be pierced absent a showing of ___________.

improper conduct




(may include breach of K in light of duty of honesty and fair dealing)

Preferred dividends are payable only if: (i) _______________; AND (ii) _________.

(i) declared by the board of directors;


(ii) a two-step solvency test is met

Define: subscription agreement

contract by which the subscriber agrees to purchase a certain number of shares of stock of the corporation at the subscription price specified in the agreement.

Under FL statute, is a written pre-incorporation agreement revocable?

Irrevocable for 6 months unless it provides otherwise, or all subscribers consent.

What types of consideration are valid for shares?

> cash;


> other property (tangible or intangible);


> labor or services actually performed;


> written promises to perform;


> promissory notes

Who determines whether non-cash consideration for shares is adequate?

The board

Will a transferee of shares that were not paid for be personally liable to the corporation or its creditors?

No, assuming good faith and no knowledge or notice that full consideration had not been paid.

Who may enforce the obligation of a shareholder to pay for the full consideration of the shares?

anyone having the legal right to marshal the assets of the company,




e.g. sucessors, assigns, shareholder in derivative suit, receiver, liquidator, or trustee in bankrupcy

What is the time limit on how long an obligation to pay consideration for shares may be enforced?

5 years after (i) issuance or (ii) date of the subscription, whichever is earliest

What is the Doctrine of Equitable Contribution?

All subscribers purchasing stock at the same time are required to pay the same price, UNLESS there is unanimous consent of the subscribers

What is the doctrine of preemptive rights?

Shareholders have no preemptive rights to acquire unissued shares or treasury shares unless, and only to the extent that, such rights are expressly provided in the Articles.

What does it mean if the Articles says "the corporation elects to have preemptive rights" (or something like that)?

1. Shareholders have a preemptive right, on uniform terms, to acquire proportional amounts of the corporation's unissued shares and treasury shares upon the decision of the board to issue them




2. A shareholder may waive his preemptive right; written waiver is irrevocable

Not all issues of stock trigger preemptive rights. What kinds of transactions are excluded (5)?

i. shares issued as compensation


ii. shares issued to satisfy conversion or option rights created to provide compensation


iii. shares issued within 6 mos. of incorporation


iv. shares sold for non-money, e.g. for property


v. shares issued pursuant to a court-approved plan of reorganization

What (2) kinds of shareholders never have preemptive rights?

1. Shareholders of any class without general voting rights but with preferential rights have no preemptive rights with respect to any shares (because their preferential rights not affected).




2. Shareholders of any class with general voting rights but without preferential rights have no preemptive rights with respect to any shares with such preferential rights unless those shares are convertible into shares without preferential rights.

What are treasury shares?

Shares acquired by the corporation --> they constitute authorized but unissued shares

In repurchase agreements -- in which the corporation acquires its own shares with the purchase price payable in installments over an extended period -- when is solvency measured?

For purposes of such a distribution for acquisition of the corporation's shares, the effect is measured as of the earlier of:


> the date money is transferred, or debt is incurred by the corporation [outset test]; OR


> the date the shareholder ceases to be a shareholder with respect to those shares

What part of the UCC deals with the purchase and sale of financial assets (including securities, investment mediums)?

Article 8

Define: "protected purchaser" under UCC Art. 8

a purchaser of a certified or uncertified security, who: (i) gives value; (ii) does not have notice of any adverse claim to the security; and (iii) obtains control of the security.



(similar to BFP in property law)

When does transfer occur of a:




> Certificated security


> Uncertificated security




(note: this is the same as "control" in the definition of protected purchaser)

Certificated Security: when the purchaser, or someone on her behalf (including a securities intermediary), acquires possession of the certificate




Uncertificated Security: when the issuer registers the purchaser as the registered owner, or someone on her behalf; i.e., when the issuer has agreed that it will comply w/ instructions from the purchaser w/o further consent from the registered owner.

Does a contract for purchase or sale of a financial asset fall under the Statute of Frauds?



What if it cannot be performed within one year?

No;




Still no (according to UCC Art 8)

What is the only defense an issuer of securities may have against a purchaser for value (protected purchaser)?

genuineness;




all others, including unauthorized signatures, defects as to validity, incompleteness, etc., are all invalid as to a subsequent protected purchaser for value

Can the Issuer of securities be liable for failure to transfer, refusal to transfer, or unreasonable delay?

Yes, liable to the person seeking registration




> If the issuer registers a transfer, he is not liable to the true owner IF the sec

If an issuer registers a transfer, the issuer will not be liable to the true owner IF ________________ and _____________.

the security had the necessary endorsements;




and the issuer had no duty to inquire

What are the true owner's rights with respect to a "lost, apparently destroyed, or wrongfully taken" certificated security under Article 8?

True owner is entitled to a replacement certificate IF she demands it before the issuer has notice that the certificate has been acquired by a protected purchaser, and the owner satisfies any other reasonable requirements (i.e., files a sufficient indemnity bond)

What happens if an "apparently lost" original security gets into the hands of a purchaser for value, and the issuer has already registered a replacement to the true owner?




What remedies does the issuer have?

The issuer must nonetheless register it.




The issuer may then either reclaim the replacement or sue on the indemnity bond -- unless the replacement, too, has been passed to a PV, in which case the issuer cannot reclaim it, but may still sue on the indemnity bond.

Generally, restrictions on the sale of stock will be enforced as long as they are ________. Can you require written permission to transfer stock?

reasonable; NO

Third parties are NOT bound by stock transfer restrictions (e.g. in the bylaws) and can compel the corporation to transfer stock UNLESS:


i. _____________;


ii. _____________; or


iii. _____________

i. security is certificated with the restriction noted conspicuously on the certificate;




ii. uncertificated and the registered owner has been notified of the restriction




iii. third party has actual knowledge of the restriction

If a stock transfer restriction does not appear on the stock certificate, and the purchaser is unaware of the restriction, can he compel the corporation to transfer the stock?

What remedy for the corporation?

Yes;




Transferor liable for damages

What is the exception to the general rule that insiders need not disclose inside information to shareholders from whom they purchase shares?

Insiders dealing face to face with shareholders are required to disclose to the seller any unknown facts of an unusual nature.




(Special facts doctrine)

Under Florida law, are directors liable to the corporation for personal profits realized in trading on the basis of insider information?

NO! :-) But see, SEC Rule 10b-5.

SEC Section 16(b) allows corporations to recover for what?

All profits realized by insiders from any purchase & sale, or sale & repurchase, of the corporation's securities within a six-month period.

SEC Rule 10b-5 broadly prohibits what?

Any false or misleading statement or omission of a material fact in connection with the purchase or sale of any security.

Does SEC Rule 10b-5 apply to intrastate negotiated transactions involving close corporations?

YES. Applies to all sales and purchases of securities, subject to minimal nexus with interstate commerce (intrastate phone call has been held sufficient).

When does SEC Rule 10b-5 prohibit insider trading?

When the person breaches a duty of trust and confidence owed to the issuer of the security or its shareholders;




Or when the person trades on the basis of information misappropriated from any source in breach of any duty of trust and confidence

Does SEC Rule 10b-5 prohibit substantively unfair securities transactions?

NO. As long as there is disclosure, there is no Rule 10b-5 violation for unfair transactions.

Can a nontrading defendant be liable under SEC Rule 10b-5, e.g. for publishing a misleading press release on the basis of which a person sells/buys securities?

Yes.

Does Rule 10b-5 permit a private cause of action?

Yes, where the plaintiff relied on the false or misleading statement or omission

What is the fraud-on-the-market theory?

In a private 10b-5 action, Plaintiff's reliance on the false or misleading statement or omission is presumed where it can be shown that: the market price of the stock bought or sold in an impersonal market was distorted by a public misrepresentation made by the D.

What is the test for when a fact is material, such that insiders must disclose it publicly under 10b-5?

substantial likelihood that a reasonable person would attach importance to it in determining her choice of action in buying or selling

Does 10b5 have a scienter component, and when? Is negligence sufficient?




Does Florida Blue Sky law have a scienter component?

Yes, in both private and enforcement actions; and yes, negligence sufficient.




Under FL law, NO! Innocent misrepresentation is actionable.

The SEC civil penalty for insider trading is ____ times the profit gained or loss avoided from the unlawful trading OR unlawful communication.

3

Define: tender offer

public invitation to the shareholders (offerees) of a corporation (the "target") to sell their shares of the target to the tender offeror, usually at a premium.




(often conditioned on acceptance by 51%)

What do the amendments of the Williams Act require (2)?




What is the scope, i.e. tender offers covered?

> Requires full disclosure concerning the identity of the offeror and any material changes planned if the offeror gains control of the target.


> broad anti-fraud provision prohibiting any false or misleading statements or omissions in connection with the offer




All tender offers of more than 5% of the target

According to the Supreme Court, who are the only people who have standing to bring a civil damages action for violation of the Williams Act?




What about injunctions?

only shareholders of the target company




i.e., not a competing tender offeror who got beaten out by another one




SEC can bring injunctions; open question about whether a competing offeror also can do so.



Can a state enact its own tender offer legislation, without running afoul of the Commerce Clause or being preempted by the Williams Act?

Yes, but it must not be an undue burden on interstate commerce --




Statutes are struck down when they try to regulate all tender offers made to target shareholders who are state residents, or involving state companies; narrower ones okay, e.g. control share acquisition statutes

What is the function of Florida's Control Share Acquisition Statute? Is it constitutional?

Regulates tender offers indirectly by disenfranchising shares acquired by "control share acquisition," [= any that would give the purchaser voting power crossing a statutory threshold] permitting them to be restored only with approval of target's disinterested shareholders.




Almost certainly, b/c it's ~ identical to Indiana's, which was held to not be an undue burden on interstate commerce, nor preempted.

Florida's Control Share Acquisition Statute applies to any "issuing public corporation," which is defined as what?

a target corporation with:




(i) 100 or more shareholders


(ii) at least 10% or 1,000 are FL residents; and


(iii) principal place of business, or substantial assets, in Florida

Can Florida corporations opt out of the FL Control Share Acquisition Statute?

Yes, but only by charter or bylaw amendment before a control share acquisition

Is a false or misleading statement or omission of a material fact in connection with the sale or purchase of securities also against the law in Florida, in addition to 10b-5?

When will state law be the only avenue for relief?

Yes, under the Florida Blue Sky Laws, which is almost identical to SEC Rule 10b-5.




State law will be the only option for relief when the transaction has no nexus with interstate commerce; or when it involves only innocent misrepresentation (no scienter).

Florida's Blue Sky Law is limited, because it is preempted by ________, which preempts most state regulation of securities except (4)?

the Nat'l Capital Markets Efficiency Act of 1996




i. penny stocks (under $5/share, not listed nationally);


ii. intrastate offerings exempt under 1933 Act


iii. actions against brokers for fraud


iv. notice filing requirements for stocks sold within the state

Define: promoter (vs. incorporator)

person who undertakes to form a corporation and procure for it the rights/capital/labor/etc. to carry out the purposes in its charter




attorneys and professional advisors don't count!




incorporator is one who signs the Articles

Does a promoter have a fiduciary duty to the corporation?

Yes- to act in good faith, and fully disclose all material facts

A promoter who profits from the sale of property to the corporation may be liable to the corporation or forced to rescind the sale, UNLESS: (3)

i. full disclosure of all material facts to an independent board of directors that approves;




ii. full disclosure of all material facts to each shareholder; or unanimous shareholder approval ratifying the transaction afterwards; or




iii. promoter is the sole shareholder at the time

Unless otherwise provided in the Articles, how many shareholders are needed for quorum at a shareholder's meeting?




And what is the minimum quorum allowable in the Articles?

Majority;




1/3

Shareholder proxies expire after ____ months, and are revocable at the shareholder's pleasure, unless ________ and _________.

11




proxy provides that it is irrevocable; and


the proxy holder has an interest in the shares

Unless otherwise provided in the Articles, election of directors is by _____ vote.

plurality


[must simply get more votes than competitor]

What's the formula for: how many shares do you need to guarantee the election of N directors, under cumulative voting?




e.g. #needed to elect 1 director, 900 shares voting, where 8 directors are being elected?

N x (#Shares voting)


________________________________




(# Directors being elected) + 1




e.g. 1 x 900 / (8 + 1) = 100 +1 = 101

By Florida statute, payment of dividends is only allowable after the corporation meets both of two solvency tests. What are they?

1. Equity - corporation must be able to pay its debts afterwards as they become due in the usual course of business




2. Balance Sheet - dividends are limited to Total Assets - (Liabilities + Liquidation Preferences)




(if only a single class of shares, Assets - Liabilities)

Do the solvency tests apply to distributions of the corporation's own shares ("share dividends" or "stock dividends")?

Nope.

Who is liable if dividends are distributed improperly, i.e. when the company is insolvent?

> Directors, if willful or negligent, are personally liable to the corporation to the amount of the extent paid out improperly




> Shareholders, whether or not they knew the corporation was insolvent, are directly liable to corporate creditors

What documents does a FL shareholder have an absolute right to inspect?




> What kind of notice is required?

> Articles and Bylaws


> Resolutions


> Minutes of shareholder meetings


> Names & addresses of Directors & Officers


> most recent Annual Report




(written notice at least 5 business days out)

What is required in order for a FL shareholder to inspect any other records?

(i) good faith and a proper purpose;


(ii) must describe with reasonable particularity the purpose and the records requested


(iii) records are directly connected with that purpose




(written notice at least 5 business days out)

What is required for a valid:


> voting trust


> pooling agreement




(in a general corporation, not a close)

> written


> written and SIGNED



Will a shareholder control device in a close corporation (100 or fewer shareholder) be held invalid as an attempt to treat the corporation like a partnership?

No. Florida statute specifically permits them, even when they require dissolution, or eliminate the power of the board. Go nuts!




But the agreement, if not in articles or bylaws, must be written and signed.

Do shareholders have a fiduciary duty to the corporation?

No. Except that controlling shareholders must act in good faith and for the best interest of the corporation.

When may controlling shareholders be held liable to minority shareholders for selling their shares?

> when they sell to looters


> when they sell at a premium (maybe)

What are the two requirements of bringing a shareholder derivative lawsuit?

1. Demand on the board


2. Ownership at the time the alleged wrong took place

Upon demand, who is permitted to decide, in good faith, that the derivative suit is not in the best interests of the corporation? (3)

> majority of independent directors present (if quorum)


> majority vote of committee of 2+ independent directors appointed by a majority vote of the independent directors


> panel of 1+ individual persons appointed by the court upon motion by corporation

What constitutes quorum for a Board of Directors meeting?




What % of Directors must vote for an Action?



When may an action of the Board of Directors be taken without a meeting?

default majority, minimum 1/3




majority of those present




unanimous written consent of all directors

May directors enter into an advance binding agreement to vote a certain way (director agreement)?

No

Do directors have a right to compensation for their services?

No, unless provided in bylaws

What is the baseline standard for the duty of care for boards of directors

Directors get BJR as long as the decision is the directors are not grossly negligent in failing to be minimally informed (Van Gorkum).

Can Florida board directors be held personally liable for violations of the Duty of Care?

NO. By Florida statute (mandatory and automatic), directors are immune from personal liability for breaches of the duty of care (the corporation may still seek injunctions).




(cf. Delaware, where it has to be in the Articles)

What is the standard for a Director's duty of loyalty?

good faith - a director must disclose any conflict of interest to the board

Under Florida law, when will a self-dealing transaction still be upheld?

i. approved by disinterested majority of the board upon disclosure of the conflict


ii. approved by shareholders upon disclosure; OR...


iii. fair and reasonable to the corporation

What is the corporate opportunity doctrine, and what is the legal test?

A director or officer may not avail herself of a business opportunity within the scope of the business carried on by her corporation, and of the kind it might be interested in, without giving the corporation the first opportunity to take it.




Test: whether the corporation had an actual or expectant interest

A director may be held liable for unlawful distribution of dividends (i.e. if the company is insolvent) only when __________;




If held liable, a director may seek contribution from whom?

willful or negligent;




every other director who could be liable, as well as from shareholders for the amount the shareholder accepted knowing it was unlawful

When must a corporation indemnify its directors for expenses (including legal fees) in defending any action against him related to his role as officer or director?




When may a corporation do so?




When can it NOT do so?

Always: when director is successful (no matter who brought suit)




Permissible: if director acted in good faith, with reasonable belief that he wasn't opposed to the best interests of the corporation




NEVER: director finally adjudged liable to the corporation in a derivative suit (settlements OK)



GENERALLY, in the merger of two corporations, the plan must be approved by an absolute majority of each corporation's shareholders, except when what?

if the merger plan does not amend the articles of the surviving corporation, and each outstanding share of the corporation will remain outstanding...




...then the shareholders of the surviving corporation are not entitled to vote

Define: short form merger

parent corporation owning 80%+ of the outstanding shares of a subsidiary may merge the subsidiary into itself without the approval of the shareholders of either corporation




(parent shareholder vote required if Articles will change)

What remedy for shareholders who dissent from a merger or share exchange?

right to receive fair value of their shares in cash

Does a sale of assets require shareholder vote?

Yes, unless it is in the regular course of business




The shareholders of the selling corporation must approve by majority vote; but the shareholders of the acquiring corporation are not entitled to vote.

Who may dissent from a fundamental corporate change?

any shareholder entitled to vote on a plan of merger or conversion + shareholders of the subsidiary in a short form merger




shareholders of the target corp in a share exchange

When are appraisal-dissent rights not available (market theory)?

when the shares are traded on a national securities exchange, or there are at least 2k shareholders with a market value of $10mil+

Voluntary dissolution (legal termination) may be accomplished in what three (3) ways?

i. board resolution + majority shareh. approval




ii. no board action, by written consent signed by absolute majority of shares; or




iii. majority of incorporators or directors of a corporation that hasn't issued shares or has not commenced business

When may a court liquidate assets and business of a corporation in an action brought by a shareholder [OVER 35 SHAREHOLDERS]

(i) directors are deadlocked in management and threat of irreparable injury; OR




(ii) shareholders are deadlocked in voting and have failed to elect more directors :-(

When may a court liquidate assets and business of a corporation in an action brought by a shareholder [FEWER THAN 35 SHAREHOLDERS]

(i) corporate assets being misapplied or wasted, or are causing material injury to the corporation; OR



(ii) directors are acting or about to act in an illegal or fraudulent manner

When can a judgment creditor bring action for involuntary dissolution of the corporation?

unsatisfied execution & corporation is insolvent (in equity sense)

After dissolution, for how long may a person bring suit against the corporation or its directors/officers/shareholders?

3 years for regular actions




4 years for unknown creditors/claimants

What does Florida's "affiliated transactions" statute protect against?



What are its requirements?




Are all corporations covered?

front-end loaded tender offers (cash tender offer for 51% of stock for premium + take-out merger for the remaining 49%)




Requires "special approval" by (i) majority disinterested directors; or (ii) 2/3 remaining disinterested (i.e. minority) shareholders.




No, only those over 300 shareholders

Special approval required for "affiliated transactions" can be avoided by ___(3)?

i. Fair price to minority shareholders (minimum = the highest price paid by the interested shareholder for any shares in the last 2 years)




ii. five year holding period




iii. 90% stake

May corporations opt out of the Florida "affiliated transactions" statute?

Yes, in Articles or Bylaws, but only 18 months prior to when a shareholder becomes "interested"

The Florida affiliated transactions law applies to foreign corporations qualified to do business in Florida who meet what (4) standards???

> principal pob or subst. assets in FL




> 500+ resident employees




> gross annual FL payroll of $5 million




> either 1,000 shareholders or 10% are Florida residents

What is required to create a trust in FL?

> file copy of declaration of trust with the Florida Department of State


> dep't of state must issue a certificate of filing


> unlawful to do business without a certificate


> violation is a third degree felony, but doesn't affect the trust's validity

Is a trust a legal entity?

No, not for most purposes.


> title to property held by trustees


> trustees are proper parties in suit

Can shareholders of a business trust be held personally liable?

No.

Can trustees of a business trust be held personally liable to creditors?

Yes. (but you can contract against it)

How are business trusts taxed in FL?

Taxed as corporations under federal law;




Shares treated as personal property under FL law

The name of a professional corporation must contain the words: ___?




The name of a professional limited liability company must contain the words ___?

> "chartered," "professional association," or "P.A."




> "chartered," "professional limited liability company," "PLLC," or "LLC.""

May a professional corporation or a professional limited liability company engage in more than one profession?

No- only 1

May a professional corporation or a professional limited liability company engage in practice by via unlicensed employees?

No - only licensed

Must shareholders in a professional corporation or a professional limited liability company be licensed professionals?

Yes

Are voting trust agreements permitted in a professional corporation or a professional limited liability company?

NO.

Define: Not for profit corporation

corporation no part of the income or profit of which is distributable to its members, directors, or officers

In addition to the requirements of regular corporations, a not-for-profit must contain what in its Articles of Incorporation?

its purpose

A foreign corporation gains the right to do business in Florida by obtaining a ___________ from the dep't of state.

certificate of authority

Are these things "doing business"?


> holding directors' meetings


> maintaining bank account


> effecting sale via independent contractor


> soliciting orders to be accepted outside the state

> no


> no


> no


> no

Internal affairs of a foreign corporation, doing business in Florida, will be governed by what?

the laws of the state of incorporation

Can a foreign corporation doing business in Florida unlawfully:


> bring suit here?


> defend itself from suit here?


> make valid contracts here?



> No


> yes


> yes

How may process be served on a domestic or qualified foreign corporation in Florida?

1. Personal service on any officer or business agent resident in FL, e.g. president, VP, cashier, treasurer, secretary, general manager, or any director [If foreign, and none of above available, then any agent transacting business in FL]




2. Registered agent as an alternative; if impossible, then any employee at the corporation's place of business




3. Where it is impossible to serve personally either inside or outside the state, publication

If, and only if, a foreign corporation does not have a registered agent or resident officer in Florida, process may be served on _______.

the Florida Secretary of State