Consequences of transacting business without authority.--

[iamfreeru2]

I had come on to post this for all. Below is what I found in the Florida Statutes. If a foreign corporation sues you in your state check your statutes to see if they have standing to sue. If they do not file a motion to dismiss.

The 2005 Florida Statutes

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.

[Judge Roy Bean]

Originally Posted by iamfreeru2

I had come on to post this for all. Below is what I found in the Florida Statutes. If a foreign corporation sues you in your state check your statutes to see if they have standing to sue. If they do not file a motion to dismiss.

Don't ignore (5). Most companies establish registered agents in states where it's requried, and they are free to use local law firms to enforce their contracts.

The Honorable Judge Roy Bean
http://www.loansharks.blogspot.com

[fulltitle]

Originally Posted by iamfreeru2

(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.

Seems they are not prevented from "defending any proceeding" but does that allow them to initiate a proceeding? Sounds like they might be able to defend their claim/rights/stake to or in something arising out of a contract, deed, mortgage, security interest [Example: USA vs. Inanimate Object In Mysterious Admiralty Proceeding To Which Foreign Corporation Has a Claim.]. But, IMHO, without a certificate of authority [i.e. paying a franchise tax] they wont have standing to sue to sue/offend/accuse any person in a court of the State of Florida.

It makes perfect sense. By allowing a "foreign corporation" without a certificate of authority to sue in a Florida court as a corporation on the same footing with registered Florida corporations and with judges of the Estate of Florida not piercing said "foreign corporation's" corporate veil, would not the State of Florida be allowing said "foreign corporation" to avail itself of the State of Florida's corporation laws without paying Florida franchise taxes? Sounds like the Florida legislatures are saying: "Dats a no-no. If you want to 'play corporation', then pay a franchise tax." (i.e. they wants revenue.)

Would not the attorneys merely be agents (attorners) of a foreign corporation? AFIK, if so, the foreign corporation would remain a foreign corporation unless...perhaps...there is some principle operating that would somehow convert a foreign corporation into a non-foreign corporation just by having an Florida state "licensed" attorney as an agent.

Originally Posted by Judge Roy Bean

Don't ignore (5). Most companies establish registered agents in states where it's requried, and they are free to use local law firms to enforce their contracts.

The Honorable Judge Roy Bean
http://www.loansharks.blogspot.com

IMHO: in defense of rights but not as a plaintiff.

[iamfreeru2]

Originally Posted by Judge Roy Bean

Don't ignore (5). Most companies establish registered agents in states where it's requried, and they are free to use local law firms to enforce their contracts.

The Honorable Judge Roy Bean
http://www.loansharks.blogspot.com

Remember JRB that #5 is talking about a defense and not an offense. I have quite a few SC cases that say a foreign Corp. cannot bring suit in a state court for private contracts within the state without first registering as a foreign agent. I have access to the SOS to see who is registered and whio is not. It is very easy to verify. If they do not have a registered agent then they can't sue, period. Now if you can rebutt that please provide proof.

I have listed a couple of cases below, if you care to look them up.

ELI LILLY & CO. v. SAV-ON-DRUGS, 81 S. Ct. 1316, 366 U.S. 276 (U.S. 05/22/1961)

ALLENBERG COTTON CO. v. PITTMAN, 95 S. Ct. 260, 419 U.S. 20 (U.S. 11/19/1974)

[iamfreeru2]

Motion to dismiss being filed tomorrow based on the information previously posted. It is being filed against Discover Bank. I will keep all posted on the outcome. I fully expect a stay on the proceedings until Discover Bank registers or a dismissal of their suit. Since it is based on contract in the State of Florida it is based on intrastate commerce and State law prevails. Discover Bank is not registered as a foreign agent in the State of Florida.

I really do not think Discover Bank is even aware of the suit. Many law firms buy debts that have been written off and then file actions as if they are doing so on behalf of creditors, when the creditor is no longer holder of the note. This amounts to purchasing evidence and is a fraud. Of course, I believe the law firm in this case may just drop the matter after receiving the motion, but if not I am totally prepared for them.

[charlesa6]

Originally Posted by iamfreeru2

Motion to dismiss being filed tomorrow based on the information previously posted. It is being filed against Discover Bank. I will keep all posted on the outcome. I fully expect a stay on the proceedings until Discover Bank registers or a dismissal of their suit. Since it is based on contract in the State of Florida it is based on intrastate commerce and State law prevails. Discover Bank is not registered as a foreign agent in the State of Florida.

I really do not think Discover Bank is even aware of the suit. Many law firms buy debts that have been written off and then file actions as if they are doing so on behalf of creditors, when the creditor is no longer holder of the note. This amounts to purchasing evidence and is a fraud. Of course, I believe the law firm in this case may just drop the matter after receiving the motion, but if not I am totally prepared for them.

Yep! correcto.

[Judge Roy Bean]

Originally Posted by iamfreeru2

Discover Bank is not registered as a foreign agent in the State of Florida.

Discover is registered in the State of Florida. Their registered agent for service of process is:

Discover Card Services, Inc.
2500 Lake Cook Road
Riverwoods, IL 60015-3851

Discover's been in lots of cases in FL, including federal. There were several last year where the consumers won an arbitration award and they had to drag Discover into court to get paid. Because the aribtrator was in FL, the cases were filed there.

[chapka]

Uh...did you read section 1501, the section immediately preceding the one you quoted?

(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):

(a) Maintaining, defending, or settling any proceeding.

...

(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

(i) Transacting business in interstate commerce.

[iamfreeru2]

Originally Posted by Judge Roy Bean

Discover is registered in the State of Florida. Their registered agent for service of process is:

Discover Card Services, Inc.
2500 Lake Cook Road
Riverwoods, IL 60015-3851

Discover's been in lots of cases in FL, including federal. There were several last year where the consumers won an arbitration award and they had to drag Discover into court to get paid. Because the aribtrator was in FL, the cases were filed there.

JRB, Disvover Card Services did not bring suit. It was Discover Bank. If Discover Bank is bringing suit they must be registerd.

[iamfreeru2]

Originally Posted by chapka

Uh...did you read section 1501, the section immediately preceding the one you quoted?

Yes I have read 1501 and it does not apply. If it does in what way? In order to enforce their state contracts they must be rgistered as a foreign corporation. Again an action with DB as Plaintiff cannot be maintained. Also this is not dealing in an interstate contract or what would be considered interstate commerce and no claim has been made as such. There is not even any evidence that Discover is aware of the complaint since the alleged debt was probably sold after it was written off.