grixxlybear99 wrote:FL Corps Question:
Barbri - Our Lecturer, the tone-deaf guy, said that If a corp doesn't obtain a certificate of authority and file annual reports w/ department of state, the corporation cannot file suit or defend itself in a florida court.
In some of the multiple choice questions, the answer says "foreign corporations that fail to obtain a certificate of authority to do business in Florida are only prevented from bringing suit in state court, not defending against suit." BUT THEN OTHERS SAY "the only possible sanctions for failing to timely file the annual report are involuntary dissolution AND barred from bringing or defending any action in FL courts". AND THE FLORIDA Statute 607.0505 says "A corporation, foreign corporation, or alien business organization which fails to have and continuously maintain a registered office and a registered agent as required in this section may not defend itself against any action instituted by the Department of Legal Affairs or by any other agency of this state until the requirements of this subsection have been met."
Fucking infuriating me right now. Barbri fucking my day up
long story short - if florida corp fails to file annual report, it is subject to voluntary dissolution and may not file suit or defend a suit in a florida court. learn the law barbri fuckers
If a Florida corp fails to file an annual report, pay the filing fee, have a continuous office, or the corp term expires, it's subject to a involuntary dismissal by the state and has 60 days to correct the error.
That's what I have. Voluntary dismissals are done by the incorporates, shareholders of directors propose it, and shareholders by approval.