FOREIGN UNINCORPORATED ASSOCIATIONS

F.S. Ch. 622

in effect

F.S. 622.01 Qualification permissive.

Qualification in compliance with this chapter is not and shall not be mandatory, and is and shall be optional, as a permissive alternative to compliance with any other law or laws with respect to the trade, business, or fictitious name or style, and the recording, registration, or publication thereof, under which business may be transacted by an unincorporated association, company, or group of persons; but no foreign association, as defined hereinafter, shall enjoy or exercise the powers conferred by this chapter unless it shall have qualified in compliance herewith.

F.S. 622.02 Definitions.

(1) The term “foreign association” as used in this chapter shall mean and include any unincorporated joint stock association for profit, created and existing under the laws of any state other than this state, or of the District of Columbia, or of any territory or possession of the United States, engaged in any business or businesses other than the banking, trust, or insurance business, and having written articles of association, capital stock divided into shares, and a name including the word “company” or “association” or “society”; but shall not mean nor include any unincorporated association, company or group of persons engaged in the banking, trust, or insurance business. (2) The term “association” as used in this chapter shall mean and include any foreign association that shall have qualified, in the manner permitted by this chapter, to transact business and acquire, hold, and dispose of property, and sue and be sued in this state.

F.S. 622.03 Qualification.

Any foreign association may qualify to transact business and acquire, hold, and dispose of property, and sue and be sued in this state, by complying with all requirements of law, including but not limited to the paying of all fees, taxes, and other charges, now or hereafter prescribed for qualification by foreign corporations for profit to transact business in this state, and all laws heretofore or hereafter enacted prescribing requirements to be observed by foreign corporations for profit in so qualifying shall apply to and govern and control such qualification by foreign associations, except that in lieu of filing an authenticated copy of any charter, or certificate of incorporation, or articles of incorporation, the foreign association shall file a duly authenticated copy of its written articles of association.

F.S. 622.04 Process.

Every association shall comply with all requirements of law, including but not limited to the paying of all fees and charges, now or hereafter prescribed for the designation and maintenance of an office for the service of process, the appointment of a resident agent upon whom process may be served, and the acceptance of such appointment, by foreign corporations for profit qualified to transact business in this state, and all laws heretofore or hereafter enacted with respect to such offices and agents shall apply to and govern and control all associations.

F.S. 622.05 Annual reports.

Every association shall comply with all requirements of law, including but not limited to the paying of all fees, taxes, and other charges, now or hereafter prescribed for the filing of annual reports by foreign corporations for profit qualified to transact business in this state, except railroad, pullman, telephone, telegraph, and insurance companies, and all laws heretofore or hereafter enacted with respect to such reports shall apply to and govern and control all associations.

F.S. 622.06 Name.

Every association may transact business in this state in its name, without including as a part thereof, or displaying or publishing in connection or conjunction therewith, the words “not incorporated,” or any similar words, and without making any other showing or display of the fact that it is unincorporated, and without recording, registering, or publishing its name as a trade, business, or fictitious name. Any other law or laws heretofore or hereafter enacted with respect to an unincorporated association, company, or group of persons doing business under any trade, business, or fictitious name or style including the word “company” or “association” or “society,” or with respect to the recording, registration, or publication of any trade, business, or fictitious name or style, shall not apply to nor govern nor control an association, and every association is and shall be exempted from the provisions and requirements thereof.

F.S. 622.07 Powers.

Every association shall have power and authority to transact business and acquire, hold, and dispose of property and sue and be sued in this state; provided that such association shall file with the Department of State a sworn statement setting forth the name under which such association is authorized to transact business and acquire, hold, and dispose of property, and the style by which it is prescribed that such association shall sue and be sued, under the law or laws under which it shall have been created and shall be existing.

Source: FL Statutes (Official Site)URL: https://www.flsenate.gov/Laws/Statutes/2025/Chapter622/AllFetched: 7/8/2026