Florida Statutes 605.0905 – Activities not constituting transacting business
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(1) The following activities, among others, do not constitute transacting business within the meaning of s. 605.0902(1):
(a) Maintaining, defending, or settling any proceeding.
Terms Used In Florida Statutes 605.0905
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Foreign limited liability company: means an unincorporated entity that was formed in a jurisdiction other than this state and is denominated by that law as a limited liability company. See Florida Statutes 605.0102
- Interest: means :(a) A share in a business corporation;(b) A membership in a nonprofit corporation;(c) A partnership interest in a general partnership;(d) A partnership interest in a limited partnership;(e) A membership interest in a limited liability company;(f) A share or beneficial interest in a real estate investment trust;(g) A member's interest in a limited cooperative association;(h) A beneficial interest in a statutory trust, business trust, or common law business trust; or(i) A governance interest or distributional interest in another entity. See Florida Statutes 605.0102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Personal property: All property that is not real property.
- Property: means all property, whether real, personal, mixed, tangible, or intangible, or a right or interest therein. See Florida Statutes 605.0102
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular possession subject to the jurisdiction of the United States. See Florida Statutes 605.0102
- Transfer: includes :
(a) An assignment. See Florida Statutes 605.0102(b) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs.(c) Maintaining bank accounts.(d) Maintaining managers or agencies for the transfer, exchange, and registration of the foreign limited liability company‘s own securities or maintaining trustees or depositaries with respect to those securities.(e) Selling through independent contractors.(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.(g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.(i) Transacting business in interstate commerce.(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.(k) Owning and controlling a subsidiary corporation incorporated in or limited liability company formed in, or transacting business within, this state; voting the stock of any such subsidiary corporation; or voting the membership interests of any such limited liability company, which it has lawfully acquired.(l) Owning a limited partner interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner.(m) Owning, without more, real or personal property.(2) The list of activities in subsection (1) is not an exhaustive list of activities that do not constitute transacting business within the meaning of s. 605.0902(1).(3) The ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state for purposes of s. 605.0902(1).(4) This section does not apply when determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under the law of this state other than this chapter.