Foreign_(Non-Florida)_Corporation_Form.pdf
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- Attached to
- COMPREHENSIVE FEE STUDIES
- Solicitation number
- RFP2026-3
- Issued by
- Broward County, Florida
About this file
This is a Foreign (Non-Florida) Corporation Form required by the Florida Department of State for entities seeking to conduct business within Florida. The form is associated with the City of Cooper City's solicitation for comprehensive fee studies across multiple municipal departments and service areas, including water utility rates, wastewater utility rates, community development fees, parks and recreation fees, and fire rescue fees and cost allocation. The City reserves the right to award one or more contracts in whole or in part to the firm(s) determined most qualified, and proposers may submit proposals for one, multiple, or all identified service areas. Each consultant selected must provide all necessary labor, personnel, supervision, professional services, materials, equipment, software, travel, and other resources required to successfully complete the scope of services in accordance with recognized professional standards and industry best practices.
The form requires that any foreign corporation (non-Florida) must obtain a certificate of authority from the Florida Department of State before transacting business in Florida, unless specific exemptions apply under Florida Statute Section 607.1501. Certain activities are explicitly exempt from the requirement to obtain authorization, including holding internal corporate meetings, maintaining bank accounts, selling through independent contractors, conducting isolated transactions completed within 30 days, and owning real or personal property without additional business activity. Entities that are not incorporated as corporations—such as partnerships, joint ventures, estates, trusts, or sole proprietorships—must identify their business structure on the form. This form must be enclosed with any bid submission, and failure to comply with these corporate registration requirements may result in the firm being considered a non-compliant proposer.
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FOREIGN (NON-FLORIDA) CORPORATION MUST COMPLETE THIS FORM
DEPARTMENT OF STATE CORPORATE CHARTER NO.
If your corporation is exempt from the requirements of Section 607.1501, Florida Statutes, YOU MUST CHECK BELOW the reason(s) for the exemption. Please contact the Department of State, Division of Corporations at (850) 245-6051 for assistance with corporate registration or exemptions. 607.1501 Authority of foreign corporation to transact business required.
(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority form the Department of State.
(a) Maintaining, defending, or settling any proceedings.
(b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
(c) Maintaining bank accounts.
(d) Maintaining officers of agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories 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
(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 transacting business within this state or voting the stock of any corporation which it has lawfully acquired.
(l) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such 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 following activities, among others, do not constitute transacting business within the meaning of subsection one (1):The list of activities of subsection (2) is not exhaustive.
(3) This section has no application to the question of whether any foreign corporation is subject to service of process and suit in this state under any law of this state.
Please check one of the following if your firm in NOT a corporation:
(I) Partnership, Joint Venture, Estate or Trust (II) Sole Proprieties of Self Employed
NOTE: This sheet MUST be enclosed with your bid if you claim an exemption or have checked I or II above, your firm will be considered a corporation and subject to all requirements listed herein.
SIGNATURE OF AUTHORIZED AGENT OF PROPOSER PROPOSER’S LEGAL NAME
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