Florida Senate - 2018                                    SB 1228
       
       
        
       By Senator Hukill
       
       
       
       
       
       14-01200-18                                           20181228__
    1                        A bill to be entitled                      
    2         An act relating to annual business organization
    3         reports and fees; amending s. 605.0212, F.S.;
    4         authorizing domestic and registered foreign limited
    5         liability companies to submit biennial reports to the
    6         Department of State; amending s. 605.0213, F.S.;
    7         establishing a biennial report filing fee for limited
    8         liability companies; authorizing the department to
    9         escrow an amount necessary to annualize revenues
   10         collected from biennial report filing fees and
   11         biennial supplemental corporate fees; amending s.
   12         607.0122, F.S.; establishing a biennial report filing
   13         fee for domestic and foreign corporations; authorizing
   14         the department to escrow an amount necessary to
   15         annualize revenues collected from biennial report
   16         filing fees and biennial supplemental corporate fees;
   17         amending s. 607.1622, F.S.; authorizing domestic and
   18         foreign corporations to submit biennial reports to the
   19         department; amending s. 607.193, F.S.; establishing a
   20         biennial supplemental corporate fee for limited
   21         liability companies, domestic and foreign
   22         corporations, and domestic and foreign limited
   23         partnerships; amending s. 617.0122, F.S.; establishing
   24         a biennial report filing fee for domestic and foreign
   25         corporations not for profit; authorizing the
   26         department to escrow an amount necessary to annualize
   27         revenues collected from biennial report filing fees;
   28         amending s. 617.1622, F.S.; authorizing domestic and
   29         foreign corporations not for profit to submit biennial
   30         reports to the department; amending s. 620.1109, F.S.;
   31         establishing a biennial report filing fee for domestic
   32         and foreign limited partnerships; authorizing the
   33         department to escrow an amount necessary to annualize
   34         revenues collected from biennial report filing fees
   35         and biennial supplemental corporate fees; amending s.
   36         620.1210, F.S.; authorizing domestic and foreign
   37         limited partnerships to submit biennial reports to the
   38         department; amending s. 620.81055, F.S.; establishing
   39         a biennial report filing fee for domestic and foreign
   40         limited liability partnerships; authorizing the
   41         department to escrow an amount necessary to annualize
   42         revenues collected from biennial report filing fees;
   43         amending s. 620.9003, F.S.; authorizing domestic and
   44         foreign limited liability partnerships to submit
   45         biennial reports to the department; amending ss.
   46         605.0114, 605.0118, 605.0211, 605.0714, 605.0715,
   47         605.0908, 605.0909, 606.06, 607.0121, 607.0128,
   48         607.01401, 607.0141, 607.0502, 607.0705, 607.1420,
   49         607.1421, 607.1509, 607.15101, 607.1530, 607.1531,
   50         607.15315, 607.1601, 617.0121, 617.0128, 617.0502,
   51         617.1420, 617.1421, 617.1509, 617.1510, 617.1530,
   52         617.1531, 617.1533, 617.1601, 620.1111, 620.1115,
   53         620.1209, 620.1809, 620.1810, 620.1906, 620.1909, and
   54         622.05, F.S.; conforming provisions to changes made by
   55         the act; providing an effective date.
   56          
   57  Be It Enacted by the Legislature of the State of Florida:
   58  
   59         Section 1. Section 605.0212, Florida Statutes, is amended
   60  to read:
   61         605.0212 Annual or biennial report for department.—
   62         (1) A limited liability company or a registered foreign
   63  limited liability company shall deliver to the department for
   64  filing an annual or biennial report that states the following:
   65         (a) The name of the limited liability company or, if a
   66  foreign limited liability company, the name under which the
   67  foreign limited liability company is registered to transact
   68  business in this state.
   69         (b) The street address of its principal office and its
   70  mailing address.
   71         (c) The date of its organization and, if a foreign limited
   72  liability company, the jurisdiction of its formation and the
   73  date on which it became qualified to transact business in this
   74  state.
   75         (d) The company’s federal employer identification number
   76  or, if none, whether one has been applied for.
   77         (e) The name, title or capacity, and address of at least
   78  one person who has the authority to manage the company.
   79         (f) Any additional information that is necessary or
   80  appropriate to enable the department to carry out this chapter.
   81         (2) Information in the annual or biennial report must be
   82  current as of the date the report is delivered to the department
   83  for filing.
   84         (3) The first annual report must be delivered to the
   85  department between January 1 and May 1 of the year following the
   86  calendar year in which the limited liability company’s articles
   87  of organization became effective or the foreign limited
   88  liability company obtained a certificate of authority to
   89  transact business in this state. Subsequent annual or biennial
   90  reports must be delivered to the department between January 1
   91  and May 1 of the subsequent calendar years in which the reports
   92  are due each calendar year thereafter. If one or more forms of
   93  annual report are submitted for a calendar year, or if one or
   94  more forms of biennial report are submitted for a biennial
   95  period, the department shall file each of them and make the
   96  information contained in them part of the official record. The
   97  first form of annual report filed in a calendar year shall be
   98  considered the annual report for that calendar year, and each
   99  report filed after that one in the same calendar year shall be
  100  treated as an amended report for that calendar year. The first
  101  form of biennial report filed in a biennial period shall be
  102  considered the biennial report for that biennial period, and
  103  each report filed after that one in the same biennial period
  104  shall be treated as an amended report for that biennial period.
  105         (4) If an annual or biennial report does not contain the
  106  information required in this section, the department shall
  107  promptly notify the reporting limited liability company or
  108  registered foreign limited liability company. If the report is
  109  corrected to contain the information required in subsection (1)
  110  and delivered to the department within 30 days after the
  111  effective date of the notice, it is timely delivered.
  112         (5) If an annual or biennial report contains the name or
  113  address of a registered agent which differs from the information
  114  shown in the records of the department immediately before the
  115  annual or biennial report becomes effective, the differing
  116  information in the annual or biennial report is considered a
  117  statement of change under s. 605.0114.
  118         (6) A limited liability company or foreign limited
  119  liability company that fails to file an annual or biennial
  120  report that complies with the requirements of this section may
  121  not maintain or defend any action in a court of this state until
  122  the report is filed and all fees and penalties due under this
  123  chapter are paid, and shall be subject to dissolution or
  124  cancellation of its certificate of authority to transact
  125  business as provided in this chapter.
  126         (7) The department shall prescribe the forms, which may be
  127  in an electronic format, on which to make the annual or biennial
  128  report called for in this section and may substitute the uniform
  129  business report pursuant to s. 606.06 as a means of satisfying
  130  the requirement of this chapter.
  131         (8) As a condition of a merger under s. 605.1021, each
  132  party to a merger which exists under the laws of this state, and
  133  each party to the merger which exists under the laws of another
  134  jurisdiction and has a certificate of authority to transact
  135  business or conduct its affairs in this state, must be active
  136  and current in filing its annual or biennial reports in the
  137  records of the department through December 31 of the calendar
  138  year in which the articles of merger are submitted to the
  139  department for filing.
  140         (9) As a condition of a conversion of an entity to a
  141  limited liability company under s. 605.1041, the entity, if it
  142  exists under the laws of this state, or if it exists under the
  143  laws of another jurisdiction and has a certificate of authority
  144  to transact business or conduct its affairs in this state, must
  145  be active and current in filing its annual or biennial reports
  146  in the records of the department through December 31 of the
  147  calendar year in which the articles of conversion are submitted
  148  to the department for filing.
  149         (10) As a condition of a conversion of a limited liability
  150  company to another type of entity under s. 605.1041, the limited
  151  liability company converting to the other type of entity must be
  152  active and current in filing its annual or biennial reports in
  153  the records of the department through December 31 of the
  154  calendar year in which the articles of conversion are submitted
  155  to the department for filing.
  156         (11) As a condition of an interest exchange between a
  157  limited liability company and another entity under s. 605.1031,
  158  the limited liability company and each other entity that is a
  159  party to the interest exchange which exists under the laws of
  160  this state, and each party to the interest exchange which exists
  161  under the laws of another jurisdiction and has a certificate of
  162  authority to transact business or conduct its affairs in this
  163  state, must be active and current in filing its annual or
  164  biennial reports in the records of the department through
  165  December 31 of the calendar year in which the articles of
  166  interest exchange are submitted to the department for filing.
  167         Section 2. Section 605.0213, Florida Statutes, is amended
  168  to read:
  169         605.0213 Fees of the department.—
  170         (1)In addition to the annual supplemental corporate fee of
  171  $88.75 or the biennial supplemental corporate fee of $177.50
  172  imposed pursuant to s. 607.193, the fees of the department under
  173  this chapter are as follows:
  174         (a)(1) For furnishing a certified copy, $30.
  175         (b)(2) For filing original articles of organization or
  176  articles of revocation of dissolution, $100.
  177         (c)(3) For filing a foreign limited liability company’s
  178  application for a certificate of authority to transact business,
  179  $100.
  180         (d)(4) For filing a certificate of merger of limited
  181  liability companies or other business entities, $25 per
  182  constituent party to the merger, unless a specific fee is
  183  required for a party under other applicable law.
  184         (e)(5) For filing an annual report, $50.
  185         (f)For filing a biennial report, $100.
  186         (g)(6) For filing an application for reinstatement after an
  187  administrative or judicial dissolution or a revocation of
  188  authority to transact business, $100.
  189         (h)(7) For filing a certificate designating a registered
  190  agent or changing a registered agent, $25.
  191         (i)(8) For filing a registered agent’s statement of
  192  resignation from an active limited liability company, $85.
  193         (j)(9) For filing a registered agent’s statement of
  194  resignation from a dissolved limited liability company, $25.
  195         (k)(10) For filing a certificate of conversion of a limited
  196  liability company, $25.
  197         (l)(11) For filing any other limited liability company
  198  document, $25.
  199         (m)(12) For furnishing a certificate of status, $5.
  200         (2)The department may escrow an amount necessary to
  201  annualize revenues collected from biennial report filing fees
  202  and biennial supplemental corporate fees until October 1 of the
  203  following fiscal year and then account for that amount as
  204  revenue for that fiscal year.
  205         Section 3. Section 607.0122, Florida Statutes, is amended
  206  to read:
  207         607.0122 Fees for filing documents and issuing
  208  certificates.—
  209         (1) The Department of State shall collect the following
  210  fees when the documents described in this section are delivered
  211  to the department for filing:
  212         (a)(1) Articles of incorporation: $35.
  213         (b)(2) Application for registered name: $87.50.
  214         (c)(3) Application for renewal of registered name: $87.50.
  215         (d)(4) Corporation’s statement of change of registered
  216  agent or registered office or both if not included on the annual
  217  or biennial report: $35.
  218         (e)(5) Designation of and acceptance by registered agent:
  219  $35.
  220         (f)(6) Agent’s statement of resignation from active
  221  corporation: $87.50.
  222         (g)(7) Agent’s statement of resignation from an inactive
  223  corporation: $35.
  224         (h)(8) Amendment of articles of incorporation: $35.
  225         (i)(9) Restatement of articles of incorporation with
  226  amendment of articles: $35.
  227         (j)(10) Articles of merger or share exchange for each party
  228  thereto: $35.
  229         (k)(11) Articles of dissolution: $35.
  230         (l)(12) Articles of revocation of dissolution: $35.
  231         (m)(13) Application for reinstatement following
  232  administrative dissolution: $600.
  233         (n)(14) Application for certificate of authority to
  234  transact business in this state by a foreign corporation: $35.
  235         (o)(15) Application for amended certificate of authority:
  236  $35.
  237         (p)(16) Application for certificate of withdrawal by a
  238  foreign corporation: $35.
  239         (q)(17) Annual report: $61.25.
  240         (r)Biennial report: $122.50.
  241         (s)(18) Articles of correction: $35.
  242         (t)(19) Application for certificate of status: $8.75.
  243         (u)(20) Certificate of domestication of a foreign
  244  corporation: $50.
  245         (v)(21) Certified copy of document: $52.50.
  246         (w)(22) Serving as agent for substitute service of process:
  247  $87.50.
  248         (x)(23)Annual supplemental corporate fee: $88.75.
  249         (y)Biennial supplemental corporate fee: $177.50.
  250         (z)(24) Any other document required or permitted to be
  251  filed by this act: $35.
  252         (2)The Department of State may escrow an amount necessary
  253  to annualize revenues collected from biennial report filing fees
  254  and biennial supplemental corporate fees until October 1 of the
  255  following fiscal year and then account for that amount as
  256  revenue for that fiscal year.
  257         Section 4. Section 607.1622, Florida Statutes, is amended
  258  to read:
  259         607.1622 Annual or biennial report for Department of
  260  State.—
  261         (1) Each domestic corporation and each foreign corporation
  262  authorized to transact business in this state shall deliver to
  263  the Department of State for filing a sworn annual or biennial
  264  report on such forms as the Department of State prescribes that
  265  sets forth:
  266         (a) The name of the corporation and the state or country
  267  under the law of which it is incorporated;
  268         (b) The date of incorporation or, if a foreign corporation,
  269  the date on which it was admitted to do business in this state;
  270         (c) The address of its principal office and the mailing
  271  address of the corporation;
  272         (d) The corporation’s federal employer identification
  273  number, if any, or, if none, whether one has been applied for;
  274         (e) The names and business street addresses of its
  275  directors and principal officers;
  276         (f) The street address of its registered office and the
  277  name of its registered agent at that office in this state;
  278         (g) Language permitting a voluntary contribution of $5 per
  279  taxpayer, which contribution must shall be transferred into the
  280  Election Campaign Financing Trust Fund. A statement providing an
  281  explanation of the purpose of the trust fund must shall also be
  282  included; and
  283         (h) Such additional information as may be necessary or
  284  appropriate to enable the Department of State to carry out the
  285  provisions of this act.
  286         (2) Proof to the satisfaction of the Department of State
  287  that, on or before May 1 of the year the report was due, such
  288  report was deposited in the United States mail in a sealed
  289  envelope, properly addressed with postage prepaid, shall be
  290  deemed compliance with this requirement.
  291         (3) If an annual or biennial report does not contain the
  292  information required by this section, the Department of State
  293  shall promptly notify the reporting domestic or foreign
  294  corporation in writing and return the report to it for
  295  correction. If the report is corrected to contain the
  296  information required by this section and delivered to the
  297  Department of State within 30 days after the effective date of
  298  notice, it is deemed to be timely filed.
  299         (4) Each report shall be executed by the corporation by an
  300  officer or director or, if the corporation is in the hands of a
  301  receiver or trustee, shall be executed on behalf of the
  302  corporation by such receiver or trustee, and the signing thereof
  303  shall have the same legal effect as if made under oath, without
  304  the necessity of appending such oath thereto.
  305         (5) The first annual report must be delivered to the
  306  Department of State between January 1 and May 1 of the year
  307  following the calendar year in which a domestic corporation was
  308  incorporated or a foreign corporation was authorized to transact
  309  business. Subsequent annual or biennial reports must be
  310  delivered to the Department of State between January 1 and May 1
  311  of the subsequent calendar years in which the reports are due.
  312         (6) Information in the annual or biennial report must be
  313  current as of the date the annual report is executed on behalf
  314  of the corporation.
  315         (7) If an additional updated report is received, the
  316  department shall file the document and make the information
  317  contained therein part of the official record.
  318         (8) Any corporation failing to file an annual or biennial
  319  report that which complies with the requirements of this section
  320  may not shall not be permitted to maintain or defend any action
  321  in any court of this state until such report is filed and all
  322  fees and taxes due under this act are paid and shall be subject
  323  to dissolution or cancellation of its certificate of authority
  324  to do business as provided in this act.
  325         (9) The department shall prescribe the forms on which to
  326  make the annual or biennial report called for in this section
  327  and may substitute the uniform business report, pursuant to s.
  328  606.06, as a means of satisfying the requirement of this part.
  329         Section 5. Section 607.193, Florida Statutes, is amended to
  330  read:
  331         607.193 Supplemental corporate fee.—
  332         (1) In addition to any other taxes imposed by law, an
  333  annual supplemental corporate fee of $88.75 or a biennial
  334  supplemental corporate fee of $177.50, as applicable, is imposed
  335  on each business entity that is authorized to transact business
  336  in this state and is required to file an annual or biennial
  337  report with the Department of State under s. 605.0212, s.
  338  607.1622, or s. 620.1210.
  339         (2)(a) The business entity shall remit the supplemental
  340  corporate fee to the Department of State at the time it files
  341  the annual or biennial report required by s. 605.0212, s.
  342  607.1622, or s. 620.1210.
  343         (b) In addition to the fees levied under ss. 605.0213,
  344  607.0122, and 620.1109 and the supplemental corporate fee, a
  345  late charge of $400 shall be imposed if the supplemental
  346  corporate fee is remitted after May 1 of the year the fee is due
  347  except in circumstances in which a business entity was
  348  administratively dissolved or its certificate of authority was
  349  revoked due to its failure to file an annual or biennial report
  350  and the entity subsequently applied for reinstatement and paid
  351  the applicable reinstatement fee.
  352         Section 6. Section 617.0122, Florida Statutes, is amended
  353  to read:
  354         617.0122 Fees for filing documents and issuing
  355  certificates.—
  356         (1) The Department of State shall collect the following
  357  fees on documents delivered to the department for filing:
  358         (a)(1) Articles of incorporation: $35.
  359         (b)(2) Application for registered name: $87.50.
  360         (c)(3) Application for renewal of registered name: $87.50.
  361         (d)(4) Corporation’s statement of change of registered
  362  agent or registered office or both if not included on the annual
  363  or biennial report: $35.
  364         (e)(5) Designation of and acceptance by registered agent:
  365  $35.
  366         (f)(6) Agent’s statement of resignation from active
  367  corporation: $87.50.
  368         (g)(7) Agent’s statement of resignation from inactive
  369  corporation: $35.
  370         (h)(8) Amendment of articles of incorporation: $35.
  371         (i)(9) Restatement of articles of incorporation with
  372  amendment of articles: $35.
  373         (j)(10) Articles of merger for each party thereto: $35.
  374         (k)(11) Articles of dissolution: $35.
  375         (l)(12) Articles of revocation of dissolution: $35.
  376         (m)(13) Application for reinstatement following
  377  administrative dissolution: $175.
  378         (n)(14) Application for certificate of authority to
  379  transact business in this state by a foreign corporation: $35.
  380         (o)(15) Application for amended certificate of authority:
  381  $35.
  382         (p)(16) Application for certificate of withdrawal by a
  383  foreign corporation: $35.
  384         (q)(17) Annual report: $61.25.
  385         (r)Biennial report: $122.50.
  386         (s)(18) Articles of correction: $35.
  387         (t)(19) Application for certificate of status: $8.75.
  388         (u)(20) Certified copy of document: $52.50.
  389         (v)(21) Serving as agent for substitute service of process:
  390  $87.50.
  391         (w)(22) Certificate of conversion of a limited agricultural
  392  association to a domestic corporation: $35.
  393         (x)(23) Any other document required or permitted to be
  394  filed by this chapter: $35.
  395  
  396  Any citizen support organization that is required by rule of the
  397  Department of Environmental Protection to be formed as a
  398  nonprofit organization and is under contract with the department
  399  is exempt from any fees required for incorporation as a
  400  nonprofit organization, and the Secretary of State may not
  401  assess any such fees if the citizen support organization is
  402  certified by the Department of Environmental Protection to the
  403  Secretary of State as being under contract with the Department
  404  of Environmental Protection.
  405         (2)The Department of State may escrow an amount necessary
  406  to annualize revenues collected from biennial report filing fees
  407  until October 1 of the following fiscal year and then account
  408  for that amount as revenue for that fiscal year.
  409         Section 7. Section 617.1622, Florida Statutes, is amended
  410  to read:
  411         617.1622 Annual or biennial report for Department of
  412  State.—
  413         (1) Each domestic and each foreign corporation authorized
  414  to conduct its affairs in this state shall deliver to the
  415  Department of State for filing a sworn annual or biennial
  416  report, on such form as the Department of State prescribes, that
  417  sets forth:
  418         (a) The name of the corporation and the state or country
  419  under the law of which it is incorporated;
  420         (b) The date of incorporation or, if a foreign corporation,
  421  the date on which it was admitted to conduct its affairs in this
  422  state;
  423         (c) The address of the principal office and the mailing
  424  address of the corporation;
  425         (d) The corporation’s federal employer identification
  426  number, if any, or, if none, whether one has been applied for;
  427         (e) The names and business street addresses of its
  428  directors and principal officers;
  429         (f) The street address of its registered office in this
  430  state and the name of its registered agent at that office; and
  431         (g) Such additional information as may be necessary or
  432  appropriate to enable the Department of State to carry out the
  433  provisions of this act.
  434         (2) The deposit of such report, on or before May 1 of the
  435  year the report is due, in the United States mail in a sealed
  436  envelope, properly addressed with postage prepaid, constitutes
  437  compliance with subsection (1).
  438         (3) If an annual or biennial report does not contain the
  439  information required by subsection (1), the Department of State
  440  shall promptly notify the reporting domestic or foreign
  441  corporation in writing and return the report to it for
  442  correction. If the report is corrected to contain the
  443  information required by subsection (1) and delivered to the
  444  Department of State within 30 days after the effective date of
  445  notice, it is deemed to be timely filed.
  446         (4) Each annual or biennial report must be executed by the
  447  corporation by an officer or director or, if the corporation is
  448  in the hands of a receiver or trustee, must be executed on
  449  behalf of the corporation by such receiver or trustee, and the
  450  signing of the annual or biennial report shall have the same
  451  legal effect as if made under oath, without the necessity of
  452  appending such oath thereto.
  453         (5) The first annual report must be delivered to the
  454  Department of State between January 1 and May 1 of the year
  455  following the calendar year in which a domestic corporation was
  456  incorporated or a foreign corporation was authorized to conduct
  457  affairs. Subsequent annual or biennial reports must be delivered
  458  to the Department of State between January 1 and May 1 of the
  459  subsequent calendar years in which the reports are due.
  460         (6) Information in the annual or biennial report must be
  461  current as of the date the annual report is executed on behalf
  462  of the corporation.
  463         (7) If an additional report is received, the department
  464  shall file the document and make the information contained
  465  therein part of the official record.
  466         (8) Any corporation that fails to file an annual or
  467  biennial report which complies with the requirements of this
  468  section may not maintain or defend any action in any court of
  469  this state until such report is filed and all fees and taxes due
  470  under this act are paid, and such corporation is subject to
  471  dissolution or cancellation of its certificate of authority to
  472  conduct its affairs as provided in this act.
  473         (9) The department shall prescribe the forms on which to
  474  make the annual or biennial report called for in this section
  475  and may substitute the uniform business report, pursuant to s.
  476  606.06, as a means of satisfying the requirement of this
  477  section.
  478         Section 8. Section 620.1109, Florida Statutes, is amended
  479  to read:
  480         620.1109 Department of State; fees.—
  481         (1) In addition to the annual supplemental corporate fee of
  482  $88.75 or the biennial supplemental corporate fee of $177.50
  483  imposed pursuant to s. 607.193, the fees of the Department of
  484  State under this act are as follows:
  485         (a)(1) For furnishing a certified copy, $52.50 for the
  486  first 15 pages plus $1.00 for each additional page.
  487         (b)(2) For filing an original certificate of limited
  488  partnership, $965.
  489         (c)(3) For filing an original application for registration
  490  as a foreign limited partnership, $965.
  491         (d)(4) For filing certificate of conversion, $52.50.
  492         (e)(5) For filing certificate of merger, $52.50 for each
  493  party thereto.
  494         (f)(6) For filing a reinstatement, $500 for each calendar
  495  year or part thereof the limited partnership was
  496  administratively dissolved or foreign limited partnership was
  497  revoked in the records of the Department of State.
  498         (g)(7) For filing an annual report, $411.25.
  499         (h)For filing a biennial report, $822.50.
  500         (i)(8) For filing a certificate:
  501         1.(a) Designating a registered agent, $35;
  502         2.(b) Changing a registered agent or registered office
  503  address, $35;
  504         3.(c) Resigning as a registered agent, $87.50; or
  505         4.(d) Of amendment or restatement of the certificate of
  506  limited partnership, $52.50.;
  507         (j)(9) For filing a statement of termination, $52.50.
  508         (k)(10) For filing a notice of cancellation for foreign
  509  limited partnership, $52.50.
  510         (l)(11) For furnishing a certificate of status or
  511  authorization, $8.75.
  512         (m)(12) For filing a certificate of dissolution, $52.50.
  513         (n)(13) For filing a certificate of revocation of
  514  dissolution, $52.50.
  515         (o)(14) For filing any other domestic or foreign limited
  516  partnership document, $52.50.
  517         (2)The Department of State may escrow an amount necessary
  518  to annualize revenues collected from biennial report filing fees
  519  and biennial supplemental corporate fees until October 1 of the
  520  following fiscal year and then account for that amount as
  521  revenue for that fiscal year.
  522         Section 9. Section 620.1210, Florida Statutes, is amended
  523  to read:
  524         620.1210 Annual or biennial report for Department of
  525  State.—
  526         (1) A limited partnership or a foreign limited partnership
  527  authorized to transact business in this state shall deliver to
  528  the Department of State for filing an annual or biennial report
  529  that states:
  530         (a) The name of the limited partnership or, if a foreign
  531  limited partnership, the name under which the foreign limited
  532  partnership is registered to transact business in this state.
  533         (b) The street and mailing address of the limited
  534  partnership or foreign limited partnership, the name of its
  535  registered agent in this state, and the street address of its
  536  registered office in this state.
  537         (c) The name and business address of each general partner.
  538  Each general partner that is not an individual must be organized
  539  or otherwise registered with the Department of State as required
  540  by law, must maintain an active status, and must not be
  541  dissolved, revoked, or withdrawn.
  542         (d) Federal Employer Identification number.
  543         (e) Any additional information that is necessary or
  544  appropriate to enable the Department of State to carry out the
  545  provisions of this act.
  546         (2) Information in an annual or biennial report must be
  547  current as of the date the annual report is delivered to the
  548  Department of State for filing.
  549         (3) The first annual report must be delivered to the
  550  Department of State between January 1 and May 1 of the year
  551  following the calendar year in which a limited partnership was
  552  formed or a foreign limited partnership was authorized to
  553  transact business. Subsequent An annual or biennial reports
  554  report must be delivered to the Department of State between
  555  January 1 and May 1 of the each subsequent calendar years in
  556  which the reports are due year.
  557         (4) If an annual or biennial report does not contain the
  558  information required in subsection (1), the Department of State
  559  shall promptly notify the reporting limited partnership or
  560  foreign limited partnership and return the report to it for
  561  correction. If the report is corrected to contain the
  562  information required in subsection (1) and delivered to the
  563  Department of State within 30 days after the effective date of
  564  the notice, it is timely delivered.
  565         (5) If a filed annual or biennial report contains the
  566  address of a designated office, name of a registered agent, or
  567  registered office address which differs from the information
  568  shown in the records of the Department of State immediately
  569  before the filing, the differing information in the annual
  570  report is considered a statement of change under s. 620.1115.
  571         Section 10. Paragraphs (i) through (o) of subsection (1) of
  572  section 620.81055, Florida Statutes, are redesignated as
  573  paragraphs (j) through (p), respectively, a new paragraph (i) is
  574  added to that subsection, and subsection (3) is added to that
  575  section, to read:
  576         620.81055 Fees for filing documents and issuing
  577  certificates; powers of the Department of State.—
  578         (1) The Department of State shall collect the following
  579  fees when documents authorized by this act are delivered to the
  580  Department of State for filing:
  581         (i)Limited liability partnership biennial report: $50.
  582         (3)The Department of State may escrow an amount necessary
  583  to annualize revenues collected from biennial report filing fees
  584  until October 1 of the following fiscal year and then account
  585  for that amount as revenue for that fiscal year.
  586         Section 11. Section 620.9003, Florida Statutes, is amended
  587  to read:
  588         620.9003 Annual or biennial report.—
  589         (1) A limited liability partnership, and a foreign limited
  590  liability partnership authorized to transact business in this
  591  state, shall file an annual or biennial report in the office of
  592  the Secretary of State which contains:
  593         (a) The name of the limited liability partnership and the
  594  state or other jurisdiction under whose laws the foreign limited
  595  liability partnership is formed;
  596         (b) The current street address of the partnership’s chief
  597  executive office and, if different, the current street address
  598  of its principal office in this state, if there is one;
  599         (c) The partnership’s Federal Employer Identification
  600  Number, if any, or, if none, whether one has been applied for;
  601  and
  602         (d) The name and street address of the partnership’s
  603  current agent for service of process, who must be an individual
  604  resident of this state or other person authorized to do business
  605  in this state.
  606         (2) An annual or biennial report must be filed between
  607  January 1 and May 1 of the each year following the calendar year
  608  in which a partnership files a statement of qualification or a
  609  foreign partnership becomes authorized to transact business in
  610  this state. Subsequent annual or biennial reports must be filed
  611  between January 1 and May 1 of the subsequent calendar years in
  612  which the reports are due.
  613         (3) The Department of State may administratively revoke the
  614  statement of qualification of a partnership that fails to file
  615  its annual or biennial report and pay the required filing fee by
  616  5 p.m. Eastern Time on the third Friday in September of the year
  617  the report is due. The Department of State shall serve a 60-day
  618  notice on the limited liability partnership of its intent to
  619  revoke the statement of qualification. If the partnership has
  620  provided the department with an e-mail electronic mail address,
  621  such notice must shall be by electronic transmission. Revocation
  622  for failure to file an annual or biennial report shall occur on
  623  the fourth Friday in September of the each year the report is
  624  due. The Department of State shall issue a certificate of
  625  revocation of the statement of qualification to each revoked
  626  partnership. Issuance of the certificate of revocation of the
  627  statement of qualification may be by electronic transmission to
  628  any partnership that has provided the department with an e-mail
  629  electronic mail address.
  630         (4) A revocation under subsection (3) affects only a
  631  partnership’s status as a limited liability partnership and is
  632  not an event of dissolution of the partnership.
  633         (5) A partnership whose statement of qualification has been
  634  administratively revoked may apply to the Secretary of State for
  635  reinstatement within 2 years after the effective date of the
  636  revocation. The application must state:
  637         (a) The name of the partnership and the effective date of
  638  the revocation; and
  639         (b) That the ground for revocation either did not exist or
  640  has been corrected.
  641         (6) A reinstatement under subsection (5) relates back to
  642  and takes effect as of the effective date of the revocation, and
  643  the partnership’s status as a limited liability partnership
  644  continues as if the revocation had never occurred.
  645         Section 12. Subsection (4) of section 605.0114, Florida
  646  Statutes, is amended to read:
  647         605.0114 Change of registered agent or registered office.—
  648         (4) The changes described in this section may also be made
  649  on the limited liability company’s or foreign limited liability
  650  company’s annual or biennial report, in an application for
  651  reinstatement filed with the department under s. 605.0715(1), in
  652  an amendment to or restatement of a company’s articles of
  653  organization in accordance with s. 605.0202, or in an amendment
  654  to a foreign limited liability company’s certificate of
  655  authority in accordance with s. 605.0907.
  656         Section 13. Subsection (3) of section 605.0118, Florida
  657  Statutes, is amended to read:
  658         605.0118 Delivery of record.—
  659         (3) If a check is mailed to the department for payment of
  660  an annual or biennial report fee or the annual or biennial fee
  661  required under s. 607.193, the check shall be deemed to have
  662  been received by the department as of the postmark date
  663  appearing on the envelope or package transmitting the check if
  664  the envelope or package is received by the department.
  665         Section 14. Paragraph (d) of subsection (1) and paragraph
  666  (d) of subsection (2) of section 605.0211, Florida Statutes, are
  667  amended to read:
  668         605.0211 Certificate of status.—
  669         (1) The department, upon request and payment of the
  670  requisite fee, shall issue a certificate of status for a limited
  671  liability company if the records filed in the department show
  672  that the department has accepted and filed the company’s
  673  articles of organization. A certificate of status must state the
  674  following:
  675         (d) If the company’s most recent annual or biennial report
  676  required under s. 605.0212 has not been filed by the department.
  677         (2) The department, upon request and payment of the
  678  requisite fee, shall furnish a certificate of status for a
  679  foreign limited liability company if the records filed show that
  680  the department has filed a certificate of authority. A
  681  certificate of status for a foreign limited liability company
  682  must state the following:
  683         (d) If the foreign limited liability company’s most recent
  684  annual or biennial report required under s. 605.0212 has not
  685  been filed by the department.
  686         Section 15. Subsections (1) and (2) of section 605.0714,
  687  Florida Statutes, are amended to read:
  688         605.0714 Administrative dissolution.—
  689         (1) The department may dissolve a limited liability company
  690  administratively if the company does not:
  691         (a) Deliver its annual or biennial report to the department
  692  by 5:00 p.m. Eastern Time on the third Friday in September of
  693  the each year the report is due;
  694         (b) Pay a fee or penalty due to the department under this
  695  chapter;
  696         (c) Appoint and maintain a registered agent as required
  697  under s. 605.0113; or
  698         (d) Deliver for filing a statement of a change under s.
  699  605.0114 within 30 days after a change has occurred in the name
  700  or address of the agent unless, within 30 days after the change
  701  occurred:
  702         1. The agent filed a statement of change under s. 605.0116;
  703  or
  704         2. The change was made in accordance with s. 605.0114(4).
  705         (2) Administrative dissolution of a limited liability
  706  company for failure to file an annual or biennial report must
  707  occur on the fourth Friday in September of the each year the
  708  report is due. The department shall issue a notice in a record
  709  of administrative dissolution to the limited liability company
  710  dissolved for failure to file an annual or biennial report.
  711  Issuance of the notice may be by electronic transmission to a
  712  limited liability company that has provided the department with
  713  an e-mail address.
  714         Section 16. Subsection (2) of section 605.0715, Florida
  715  Statutes, is amended to read:
  716         605.0715 Reinstatement.—
  717         (2) In lieu of the requirement to file an application for
  718  reinstatement as described in subsection (1), an
  719  administratively dissolved limited liability company may submit
  720  all fees and penalties owed by the company at the rates provided
  721  by law at the time the company applies for reinstatement,
  722  together with a current annual or biennial report, signed by
  723  both the registered agent and an authorized representative of
  724  the company, which contains the information described in
  725  subsection (1).
  726         Section 17. Subsections (1) and (2) of section 605.0908,
  727  Florida Statutes, are amended to read:
  728         605.0908 Revocation of certificate of authority.—
  729         (1) A certificate of authority of a foreign limited
  730  liability company to transact business in this state may be
  731  revoked by the department if:
  732         (a) The foreign limited liability company does not deliver
  733  its annual or biennial report to the department by 5 p.m.
  734  Eastern Time on the third Friday in September of the each year
  735  the report is due;
  736         (b) The foreign limited liability company does not pay a
  737  fee or penalty due to the department under this chapter;
  738         (c) The foreign limited liability company does not appoint
  739  and maintain a registered agent as required under s. 605.0113;
  740         (d) The foreign limited liability company does not deliver
  741  for filing a statement of a change under s. 605.0114 within 30
  742  days after a change has occurred in the name or address of the
  743  agent, unless, within 30 days after the change occurred, either:
  744         1. The registered agent files a statement of change under
  745  s. 605.0116; or
  746         2. The change was made in accordance with s. 605.0114(4) or
  747  s. 605.0907(1)(d);
  748         (e) The foreign limited liability company has failed to
  749  amend its certificate of authority to reflect a change in its
  750  name on the records of the department or its jurisdiction of
  751  formation;
  752         (f) The department receives a duly authenticated
  753  certificate from the official having custody of records in the
  754  company’s jurisdiction of formation stating that it has been
  755  dissolved or is no longer active on the official’s records;
  756         (g) The foreign limited liability company’s period of
  757  duration has expired;
  758         (h) A member, manager, or agent of the foreign limited
  759  liability company signs a document that the member, manager, or
  760  agent knew was false in a material respect with the intent that
  761  the document be delivered to the department for filing; or
  762         (i) The foreign limited liability company has failed to
  763  answer truthfully and fully, within the time prescribed in s.
  764  605.1104, interrogatories propounded by the department.
  765         (2) Revocation of a foreign limited liability company’s
  766  certificate of authority for failure to file an annual or
  767  biennial report shall occur on the fourth Friday in September of
  768  the each year the report is due. The department shall issue a
  769  notice in a record of the revocation to the revoked foreign
  770  limited liability company. Issuance of the notice may be by
  771  electronic transmission to a foreign limited liability company
  772  that has provided the department with an e-mail address.
  773         Section 18. Subsection (2) of section 605.0909, Florida
  774  Statutes, is amended to read:
  775         605.0909 Reinstatement following revocation of certificate
  776  of authority.—
  777         (2) In lieu of the requirement to file an application for
  778  reinstatement as described in subsection (1), a foreign limited
  779  liability company whose certificate of authority has been
  780  revoked may submit all fees and penalties owed by the company at
  781  the rates provided by law at the time the company applies for
  782  reinstatement, together with a current annual or biennial
  783  report, signed by both the registered agent and an authorized
  784  representative of the company, which contains the information
  785  described in subsection (1).
  786         Section 19. Subsection (2) of section 606.06, Florida
  787  Statutes, is amended to read:
  788         606.06 Uniform business report.—The department may use the
  789  uniform business report:
  790         (2) As a substitute for any annual or biennial report or
  791  renewal filing required by chapters 495, 605, 607, 609, 617,
  792  620, 621, and 865.
  793         Section 20. Paragraph (d) of subsection (1) of section
  794  607.0121, Florida Statutes, is amended to read:
  795         607.0121 Forms.—
  796         (1) The Department of State may prescribe and furnish on
  797  request forms for:
  798         (d) The annual or biennial report, for which the department
  799  may prescribe the use of the uniform business report, pursuant
  800  to s. 606.06.
  801  
  802  If the Department of State so requires, the use of these forms
  803  shall be mandatory.
  804         Section 21. Subsection (2) of section 607.0128, Florida
  805  Statutes, is amended to read:
  806         607.0128 Certificate of status.—
  807         (2) A certificate of status or authorization sets forth:
  808         (a) The domestic corporation’s corporate name or the
  809  foreign corporation’s corporate name used in this state;
  810         (b)1. That the domestic corporation is duly incorporated
  811  under the law of this state and the date of its incorporation,
  812  or
  813         2. That the foreign corporation is authorized to transact
  814  business in this state;
  815         (c) That all fees and penalties owed to the department have
  816  been paid, if:
  817         1. Payment is reflected in the records of the department,
  818  and
  819         2. Nonpayment affects the existence or authorization of the
  820  domestic or foreign corporation;
  821         (d) That its most recent annual or biennial report required
  822  by s. 607.1622 has been delivered to the department; and
  823         (e) That articles of dissolution have not been filed.
  824         Section 22. Subsection (20) of section 607.01401, Florida
  825  Statutes, is amended to read:
  826         607.01401 Definitions.—As used in this act, unless the
  827  context otherwise requires, the term:
  828         (20) “Principal office” means the office (in or out of this
  829  state) where the principal executive offices of a domestic or
  830  foreign corporation are located as designated in the articles of
  831  incorporation or other initial filing until an annual or
  832  biennial report has been filed, and thereafter as designated in
  833  the annual or biennial report.
  834         Section 23. Subsection (4) of section 607.0141, Florida
  835  Statutes, is amended to read:
  836         607.0141 Notice.—
  837         (4) Written notice to a domestic or foreign corporation
  838  authorized to transact business in this state may be addressed:
  839         (a) To its registered agent at its registered office; or
  840         (b) To the corporation or its secretary at its principal
  841  office or e-mail electronic mail address as authorized and shown
  842  in its most recent annual or biennial report or, in the case of
  843  a corporation that has not yet delivered an annual or biennial
  844  report, in a domestic corporation’s articles of incorporation or
  845  in a foreign corporation’s application for certificate of
  846  authority.
  847         Section 24. Subsections (2) and (4) of section 607.0502,
  848  Florida Statutes, are amended to read:
  849         607.0502 Change of registered office or registered agent;
  850  resignation of registered agent.—
  851         (2) Any registered agent may resign his or her agency
  852  appointment by signing and delivering for filing with the
  853  Department of State a statement of resignation and mailing a
  854  copy of such statement to the corporation at its principal
  855  office address shown in its most recent annual or biennial
  856  report or, if none, filed in the articles of incorporation or
  857  other most recently filed document. The statement of resignation
  858  shall state that a copy of such statement has been mailed to the
  859  corporation at the address so stated. The agency is terminated
  860  as of the 31st day after the date on which the statement was
  861  filed and unless otherwise provided in the statement,
  862  termination of the agency acts as a termination of the
  863  registered office.
  864         (4) Changes of the registered office or registered agent
  865  may be made by a change on the corporation’s annual or biennial
  866  report form filed with the Department of State.
  867         Section 25. Subsection (5) of section 607.0705, Florida
  868  Statutes, is amended to read:
  869         607.0705 Notice of meeting.—
  870         (5) Notwithstanding the foregoing, no notice of a
  871  shareholders’ meeting need be given to a shareholder if:
  872         (a) An annual or biennial report and proxy statements for
  873  two consecutive annual meetings of shareholders or
  874         (b) All, and at least two checks in payment of dividends or
  875  interest on securities during a 12-month period,
  876  
  877  have been sent by first-class United States mail, addressed to
  878  the shareholder at her or his address as it appears on the share
  879  transfer books of the corporation, and returned undeliverable.
  880  The obligation of the corporation to give notice of a
  881  shareholders’ meeting to any such shareholder shall be
  882  reinstated once the corporation has received a new address for
  883  such shareholder for entry on its share transfer books.
  884         Section 26. Subsection (1) of section 607.1420, Florida
  885  Statutes, is amended to read:
  886         607.1420 Grounds for administrative dissolution.—
  887         (1) The Department of State may commence a proceeding under
  888  s. 607.1421 to administratively dissolve a corporation if:
  889         (a) The corporation has failed to file its annual or
  890  biennial report and pay the annual or biennial report filing fee
  891  by 5 p.m. Eastern Time on the third Friday in September of the
  892  year the report is due;
  893         (b) The corporation is without a registered agent or
  894  registered office in this state for 30 days or more;
  895         (c) The corporation does not notify the Department of State
  896  within 30 days that its registered agent or registered office
  897  has been changed, that its registered agent has resigned, or
  898  that its registered office has been discontinued;
  899         (d) The corporation has failed to answer truthfully and
  900  fully, within the time prescribed by this act, interrogatories
  901  propounded by the Department of State; or
  902         (e) The corporation’s period of duration stated in its
  903  articles of incorporation has expired.
  904         Section 27. Subsection (1) of section 607.1421, Florida
  905  Statutes, is amended to read:
  906         607.1421 Procedure for and effect of administrative
  907  dissolution.—
  908         (1) If the Department of State determines that one or more
  909  grounds exist under s. 607.1420 for dissolving a corporation, it
  910  shall serve the corporation with notice of its intention to
  911  administratively dissolve the corporation. If the corporation
  912  has provided the department with an electronic mail address,
  913  such notice shall be by electronic transmission. Administrative
  914  dissolution for failure to file an annual or biennial report
  915  shall occur on the fourth Friday in September of the each year
  916  the report is due. The Department of State shall issue a
  917  certificate of dissolution to each dissolved corporation.
  918  Issuance of the certificate of dissolution may be by electronic
  919  transmission to any corporation that has provided the department
  920  with an electronic mail address.
  921         Section 28. Subsection (1) of section 607.1509, Florida
  922  Statutes, is amended to read:
  923         607.1509 Resignation of registered agent of foreign
  924  corporation.—
  925         (1) The registered agent of a foreign corporation may
  926  resign his or her agency appointment by signing and delivering
  927  to the Department of State for filing a statement of resignation
  928  and mailing a copy of such statement to the corporation at the
  929  corporation’s principal office address shown in its most recent
  930  annual or biennial report or, if none, shown in its application
  931  for a certificate of authority or other most recently filed
  932  document. The statement of resignation must state that a copy of
  933  such statement has been mailed to the corporation at the address
  934  so stated. The statement of resignation may include a statement
  935  that the registered office is also discontinued.
  936         Section 29. Subsection (2) of section 607.15101, Florida
  937  Statutes, is amended to read:
  938         607.15101 Service of process, notice, or demand on a
  939  foreign corporation.—
  940         (2) A foreign corporation may be served by registered or
  941  certified mail, return receipt requested, addressed to the
  942  secretary of the foreign corporation at its principal office
  943  shown in its application for a certificate of authority or in
  944  its most recent annual or biennial report if the foreign
  945  corporation:
  946         (a) Has no registered agent or its registered agent cannot
  947  with reasonable diligence be served;
  948         (b) Has withdrawn from transacting business in this state
  949  under s. 607.1520; or
  950         (c) Has had its certificate of authority revoked under s.
  951  607.1531.
  952         Section 30. Subsection (1) of section 607.1530, Florida
  953  Statutes, is amended to read:
  954         607.1530 Grounds for revocation of authority to transact
  955  business.—The Department of State may commence a proceeding
  956  under s. 607.1531 to revoke the certificate of authority of a
  957  foreign corporation authorized to transact business in this
  958  state if:
  959         (1) The foreign corporation has failed to file its annual
  960  or biennial report with the Department of State by 5 p.m.
  961  Eastern Time on the third Friday in September of the year the
  962  report is due.
  963         Section 31. Subsection (1) of section 607.1531, Florida
  964  Statutes, is amended to read:
  965         607.1531 Procedure for and effect of revocation.—
  966         (1) If the Department of State determines that one or more
  967  grounds exist under s. 607.1530 for revocation of a certificate
  968  of authority, the Department of State shall serve the foreign
  969  corporation with notice of its intent to revoke the foreign
  970  corporation’s certificate of authority. If the foreign
  971  corporation has provided the department with an e-mail
  972  electronic mail address, such notice must shall be by electronic
  973  transmission. Revocation for failure to file an annual or
  974  biennial report shall occur on the fourth Friday in September of
  975  the each year the report is due. The department shall issue a
  976  certificate of revocation to each revoked corporation. Issuance
  977  of the certificate of revocation may be by electronic
  978  transmission to any corporation that has provided the department
  979  with an e-mail electronic mail address.
  980         Section 32. Paragraph (b) of subsection (1) of section
  981  607.15315, Florida Statutes, is amended to read:
  982         607.15315 Revocation; application for reinstatement.—
  983         (1)
  984         (b) As an alternative, the foreign corporation may submit a
  985  current annual or biennial report, signed by the registered
  986  agent and an officer or director, which substantially complies
  987  with the requirements of paragraph (a).
  988         Section 33. Subsection (5) of section 607.1601, Florida
  989  Statutes, is amended to read:
  990         607.1601 Corporate records.—
  991         (5) A corporation shall keep a copy of the following
  992  records:
  993         (a) Its articles or restated articles of incorporation and
  994  all amendments to them currently in effect;
  995         (b) Its bylaws or restated bylaws and all amendments to
  996  them currently in effect;
  997         (c) Resolutions adopted by its board of directors creating
  998  one or more classes or series of shares and fixing their
  999  relative rights, preferences, and limitations, if shares issued
 1000  pursuant to those resolutions are outstanding;
 1001         (d) The minutes of all shareholders’ meetings and records
 1002  of all action taken by shareholders without a meeting for the
 1003  past 3 years;
 1004         (e) Written communications to all shareholders generally or
 1005  all shareholders of a class or series within the past 3 years,
 1006  including the financial statements furnished for the past 3
 1007  years under s. 607.1620;
 1008         (f) A list of the names and business street addresses of
 1009  its current directors and officers; and
 1010         (g) Its most recent annual or biennial report delivered to
 1011  the Department of State under s. 607.1622.
 1012         Section 34. Subsection (1) of section 617.0121, Florida
 1013  Statutes, is amended to read:
 1014         617.0121 Forms.—
 1015         (1) The Department of State may prescribe and furnish on
 1016  request forms for:
 1017         (a) An application for certificate of status;,
 1018         (b) A foreign corporation’s application for certificate of
 1019  authority to conduct its affairs in the state;,
 1020         (c) A foreign corporation’s application for certificate of
 1021  withdrawal;, and
 1022         (d) The annual or biennial report, for which the department
 1023  may prescribe the use of the uniform business report, pursuant
 1024  to s. 606.06.
 1025  
 1026  If the Department of State so requires, the use of these forms
 1027  shall be mandatory.
 1028         Section 35. Subsection (2) of section 617.0128, Florida
 1029  Statutes, is amended to read:
 1030         617.0128 Certificate of status.—
 1031         (2) A certificate of status or authorization sets forth:
 1032         (a) The domestic corporation’s corporate name or the
 1033  foreign corporation’s corporate name used in this state;
 1034         (b)1. That the domestic corporation is duly incorporated
 1035  under the law of this state and the date of its incorporation;,
 1036  or
 1037         2. That the foreign corporation is authorized to conduct
 1038  its affairs in this state;
 1039         (c) That all fees and penalties owed to the department have
 1040  been paid, if:
 1041         1. Payment is reflected in the records of the department;,
 1042  and
 1043         2. Nonpayment affects the existence or authorization of the
 1044  domestic or foreign corporation;
 1045         (d) That its most recent annual or biennial report required
 1046  by s. 617.1622 has been delivered to the department; and
 1047         (e) That articles of dissolution have not been filed.
 1048         Section 36. Subsections (2) and (4) of section 617.0502,
 1049  Florida Statutes, are amended to read:
 1050         617.0502 Change of registered office or registered agent;
 1051  resignation of registered agent.—
 1052         (2) Any registered agent may resign his or her agency
 1053  appointment by signing and delivering for filing with the
 1054  Department of State a statement of resignation and mailing a
 1055  copy of such statement to the corporation at its principal
 1056  office address shown in its most recent annual or biennial
 1057  report or, if none, filed in the articles of incorporation or
 1058  other most recently filed document. The statement of resignation
 1059  shall state that a copy of such statement has been mailed to the
 1060  corporation at the address so stated. The agency is terminated
 1061  as of the 31st day after the date on which the statement was
 1062  filed and unless otherwise provided in the statement,
 1063  termination of the agency acts as a termination of the
 1064  registered office.
 1065         (4) Changes of the registered office or registered agent
 1066  may be made by a change on the corporation’s annual or biennial
 1067  report form filed with the Department of State.
 1068         Section 37. Subsection (1) of section 617.1420, Florida
 1069  Statutes, is amended to read:
 1070         617.1420 Grounds for administrative dissolution.—
 1071         (1) The Department of State may commence a proceeding under
 1072  s. 617.1421 to administratively dissolve a corporation if:
 1073         (a) The corporation has failed to file its annual or
 1074  biennial report and pay the annual report filing fee by 5 p.m.
 1075  Eastern Time on the third Friday in September of the year the
 1076  report is due;
 1077         (b) The corporation is without a registered agent or
 1078  registered office in this state for 30 days or more;
 1079         (c) The corporation does not notify the Department of State
 1080  within 30 days after its registered agent or registered office
 1081  has been changed, after its registered agent has resigned, or
 1082  after its registered office has been discontinued;
 1083         (d) The corporation has failed to answer truthfully and
 1084  fully, within the time prescribed by this act, interrogatories
 1085  propounded by the Department of State; or
 1086         (e) The corporation’s period of duration stated in its
 1087  articles of incorporation has expired.
 1088         Section 38. Subsection (1) of section 617.1421, Florida
 1089  Statutes, is amended to read:
 1090         617.1421 Procedure for and effect of administrative
 1091  dissolution.—
 1092         (1) If the Department of State determines that one or more
 1093  grounds exist under s. 617.1420 for administratively dissolving
 1094  a corporation, it shall serve the corporation with notice of its
 1095  intent under s. 617.0504(2) to administratively dissolve the
 1096  corporation. If the corporation has provided the department with
 1097  an e-mail electronic mail address, such notice shall be by
 1098  electronic transmission. Administrative dissolution for failure
 1099  to file an annual or biennial report shall occur on the fourth
 1100  Friday in September of the each year the report is due. The
 1101  Department of State shall issue a certificate of dissolution to
 1102  each dissolved corporation. Issuance of the certificate of
 1103  dissolution may be by electronic transmission to any corporation
 1104  that has provided the department with an e-mail electronic mail
 1105  address.
 1106         Section 39. Subsection (1) of section 617.1509, Florida
 1107  Statutes, is amended to read:
 1108         617.1509 Resignation of registered agent of foreign
 1109  corporation.—
 1110         (1) The registered agent of a foreign corporation may
 1111  resign his or her agency appointment by signing and delivering
 1112  to the Department of State for filing a statement of resignation
 1113  and mailing a copy of such statement to the corporation at the
 1114  corporation’s principal office address shown in its most recent
 1115  annual or biennial report or, if none, shown in its application
 1116  for a certificate of authority or other most recently filed
 1117  document. The statement of resignation must state that a copy of
 1118  such statement has been mailed to the corporation at the address
 1119  so stated. The statement of resignation may include a statement
 1120  that the registered office is also discontinued.
 1121         Section 40. Subsection (2) of section 617.1510, Florida
 1122  Statutes, is amended to read:
 1123         617.1510 Service of process, notice, or demand on a foreign
 1124  corporation.—
 1125         (2) A foreign corporation may be served by registered or
 1126  certified mail, return receipt requested, addressed to the
 1127  secretary of the foreign corporation at its principal office
 1128  shown in its application for a certificate of authority or in
 1129  its most recent annual or biennial report if the foreign
 1130  corporation:
 1131         (a) Has no registered agent or its registered agent cannot
 1132  with reasonable diligence be served;
 1133         (b) Has withdrawn from conducting its affairs in this state
 1134  under s. 617.1520; or
 1135         (c) Has had its certificate of authority revoked under s.
 1136  617.1531.
 1137         Section 41. Subsection (1) of section 617.1530, Florida
 1138  Statutes, is amended to read:
 1139         617.1530 Grounds for revocation of authority to conduct
 1140  affairs.—The Department of State may commence a proceeding under
 1141  s. 617.1531 to revoke the certificate of authority of a foreign
 1142  corporation authorized to conduct its affairs in this state if:
 1143         (1) The foreign corporation has failed to file its annual
 1144  or biennial report with the Department of State by 5 p.m.
 1145  Eastern Time on the third Friday in September of the year the
 1146  report is due.
 1147         Section 42. Subsection (1) of section 617.1531, Florida
 1148  Statutes, is amended to read:
 1149         617.1531 Procedure for and effect of revocation.—
 1150         (1) If the Department of State determines that one or more
 1151  grounds exist under s. 617.1530 for revocation of a certificate
 1152  of authority, the Department of State shall serve the foreign
 1153  corporation with notice of its intent to revoke the foreign
 1154  corporation’s certificate of authority. If the foreign
 1155  corporation has provided the department with an e-mail
 1156  electronic mail address, such notice must shall be by electronic
 1157  transmission. Revocation for failure to file an annual or
 1158  biennial report shall occur on the fourth Friday in September of
 1159  the each year the report is due. The Department of State shall
 1160  issue a certificate of revocation to each revoked corporation.
 1161  Issuance of the certificate of revocation may be by electronic
 1162  transmission to any foreign corporation that has provided the
 1163  department with an e-mail electronic mail address.
 1164         Section 43. Subsection (1) of section 617.1533, Florida
 1165  Statutes, is amended to read:
 1166         617.1533 Reinstatement following revocation.—
 1167         (1)(a) A foreign corporation whose certificate of authority
 1168  has been revoked under s. 617.1531 may apply to the Department
 1169  of State for reinstatement at any time after the effective date
 1170  of revocation of authority. The application must:
 1171         1. Recite the name of the corporation and the effective
 1172  date of its revocation of authority;
 1173         2. State that the ground or grounds for revocation either
 1174  did not exist or have been eliminated and that no further
 1175  grounds currently exist for revocation of authority;
 1176         3. State that the corporation’s name satisfies the
 1177  requirements of s. 617.1506; and
 1178         4. State that all fees owed by the corporation and computed
 1179  at the rate provided by law at the time the corporation applies
 1180  for reinstatement have been paid; or
 1181         (b) In the alternative, the foreign corporation may submit
 1182  a current annual or biennial report, signed by the registered
 1183  agent and an officer or director, which substantially complies
 1184  with the requirements of paragraph (a).
 1185         Section 44. Paragraph (f) of subsection (5) of section
 1186  617.1601, Florida Statutes, is amended to read:
 1187         617.1601 Corporate records.—
 1188         (5) A corporation shall keep a copy of the following
 1189  records:
 1190         (f) Its most recent annual or biennial report delivered to
 1191  the Department of State under s. 617.1622.
 1192         Section 45. Subsection (7) of section 620.1111, Florida
 1193  Statutes, is amended to read:
 1194         620.1111 Required information.—A limited partnership shall
 1195  maintain at its designated office the following information:
 1196         (7) A copy of the three most recent annual reports or the
 1197  two most recent biennial reports delivered by the limited
 1198  partnership to the Department of State pursuant to s. 620.1210.
 1199         Section 46. Subsection (3) of section 620.1115, Florida
 1200  Statutes, is amended to read:
 1201         620.1115 Change of registered agent or registered office.—
 1202         (3) The changes described in this section may also be made
 1203  on the limited partnership or foreign limited partnership’s
 1204  annual or biennial report filed with the Department of State.
 1205         Section 47. Paragraph (d) of subsection (1) and paragraph
 1206  (d) of subsection (2) of section 620.1209, Florida Statutes, are
 1207  amended to read:
 1208         620.1209 Certificate of status.—
 1209         (1) The Department of State, upon request and payment of
 1210  the requisite fee, shall furnish a certificate of status for a
 1211  limited partnership if the records filed in the Department of
 1212  State show that the Department of State has filed a certificate
 1213  of limited partnership. A certificate of status must state:
 1214         (d) Whether the limited partnership’s most recent annual or
 1215  biennial report required by s. 620.1210 has been filed by the
 1216  Department of State.
 1217         (2) The Department of State, upon request and payment of
 1218  the requisite fee, shall furnish a certificate of status for a
 1219  foreign limited partnership if the records filed in the
 1220  Department of State show that the Department of State has filed
 1221  a certificate of authority. A certificate of status must state:
 1222         (d) Whether the foreign limited partnership’s most recent
 1223  annual or biennial report required by s. 620.1210 has been filed
 1224  by the Department of State.
 1225         Section 48. Subsection (1) and subsection (2) of section
 1226  620.1809, Florida Statutes, are amended to read:
 1227         620.1809 Administrative dissolution.—
 1228         (1) The Department of State may dissolve a limited
 1229  partnership administratively if the limited partnership does
 1230  not:
 1231         (a) Pay any fee or penalty due to the Department of State
 1232  under this act;
 1233         (b) Deliver its annual or biennial report to the Department
 1234  of State by 5 p.m. Eastern Time on the third Friday in September
 1235  of the year the report is due;
 1236         (c) Appoint and maintain a registered agent as required by
 1237  s. 620.1114; or
 1238         (d) Deliver for filing a statement of a change under s.
 1239  620.1115 within 30 days after a change has occurred in the name
 1240  of the registered agent or the registered office address.
 1241         (2) If the Department of State determines that a ground
 1242  exists for administratively dissolving a limited partnership,
 1243  the Department of State shall serve notice on the limited
 1244  partnership of its intent to administratively dissolve the
 1245  limited partnership. If the limited partnership has provided the
 1246  department with an e-mail electronic mail address, such notice
 1247  shall be by electronic transmission. Administrative dissolution
 1248  for failure to file an annual or biennial report shall occur on
 1249  the fourth Friday in September of the each year the report is
 1250  due. The Department of State shall issue a certificate of
 1251  dissolution to each dissolved limited partnership. Issuance of
 1252  the certificate of dissolution may be by electronic transmission
 1253  to any limited partnership that has provided the department with
 1254  an e-mail electronic mail address.
 1255         Section 49. Subsections (2) and (3) of section 620.1810,
 1256  Florida Statutes, are amended to read:
 1257         620.1810 Reinstatement following administrative
 1258  dissolution.—
 1259         (2) As an alternative to submitting the form of
 1260  reinstatement referred to in subsection (1), the limited
 1261  partnership may submit a current annual or biennial report,
 1262  signed by its registered agent and a general partner, which
 1263  contains the same information described in subsection (1).
 1264         (3) If the Department of State determines that the
 1265  application for reinstatement, or current annual or biennial
 1266  report described in subsection (2), contains the information
 1267  required by subsection (1) and that the information is correct,
 1268  the Department of State shall reinstate the limited partnership.
 1269         Section 50. Subsections (1) and (2) of section 620.1906,
 1270  Florida Statutes, are amended to read:
 1271         620.1906 Revocation of certificate of authority.—
 1272         (1) A certificate of authority of a foreign limited
 1273  partnership to transact business in this state may be revoked by
 1274  the Department of State in the manner provided in subsections
 1275  (2) and (3) if the foreign limited partnership does not:
 1276         (a) Pay, within 60 days after the due date, any fee or
 1277  penalty due to the Department of State under this act;
 1278         (b) Deliver its annual or biennial report to the Department
 1279  of State by 5 p.m. Eastern Time on the third Friday in September
 1280  of the year the report is due;
 1281         (c) Appoint and maintain an agent for service of process as
 1282  required by s. 620.1114(2); or
 1283         (d) Deliver for filing a statement of a change under s.
 1284  620.1115 within 30 days after a change has occurred in the name
 1285  or address of the agent.
 1286         (2) If the Department of State determines that one or more
 1287  grounds exist under this section for revocation of a foreign
 1288  limited partnership, it shall notify the foreign limited
 1289  partnership of its intent to revoke the foreign limited
 1290  partnership’s certificate of authority. If the foreign limited
 1291  partnership has provided the department with an e-mail
 1292  electronic mail address, such notice must shall be by electronic
 1293  transmission. Revocation for failure to file an annual or
 1294  biennial report shall occur on the fourth Friday in September of
 1295  the each year the report is due. The Department of State shall
 1296  issue a certificate of revocation to each revoked foreign
 1297  limited partnership. Issuance of the certificate of revocation
 1298  may be by electronic transmission to any foreign limited
 1299  partnership that has provided the department with an e-mail
 1300  electronic mail address.
 1301         Section 51. Subsections (2) and (3) of section 620.1909,
 1302  Florida Statutes, are amended to read:
 1303         620.1909 Reinstatement following administrative
 1304  revocation.—
 1305         (2) As an alternative to submitting the form of
 1306  reinstatement referred to in subsection (1), the foreign limited
 1307  partnership may submit a current annual or biennial report,
 1308  signed by its registered agent and a general partner, which
 1309  contains the same information described in subsection (1).
 1310         (3) If the Department of State determines that the
 1311  application for reinstatement or the current annual or biennial
 1312  report described in subsection (2) contains the information
 1313  required by subsection (1) and that the information is correct,
 1314  it shall reinstate the foreign limited partnership’s certificate
 1315  of authority.
 1316         Section 52. Section 622.05, Florida Statutes, is amended to
 1317  read:
 1318         622.05 Annual and biennial reports.—Every association shall
 1319  comply with all requirements of law, including but not limited
 1320  to the paying of all fees, taxes, and other charges, now or
 1321  hereafter prescribed for the filing of annual or biennial
 1322  reports by foreign corporations for profit qualified to transact
 1323  business in this state, except railroad, pullman, telephone,
 1324  telegraph, and insurance companies, and all laws heretofore or
 1325  hereafter enacted with respect to such reports shall apply to
 1326  and govern and control all associations.
 1327         Section 53. This act shall take effect July 1, 2018.