Senate Bill sb1834
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Florida Senate - 2002 SB 1834
By Senator Wise
6-1298-02 See HB
1 A bill to be entitled
2 An act relating to unincorporated business
3 enterprises; amending s. 622.02, F.S.; revising
4 definitions; amending s. 622.03, F.S.;
5 requiring registration of certain enterprises
6 or associations; specifying registration
7 requirements; amending s. 622.04, F.S.;
8 revising service of process requirements for
9 certain associations or enterprises; amending
10 s. 622.05, F.S.; prescribing certain filing
11 fees; deleting certain annual report
12 requirements; providing an effective date
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14 Be It Enacted by the Legislature of the State of Florida:
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16 Section 1. Section 622.02, Florida Statutes, is
17 amended to read:
18 622.02 Definitions.--
19 (1) The term "foreign business enterprise" or "foreign
20 association" as used in this chapter means shall mean and
21 include any unincorporated business enterprise joint stock
22 association for profit, created and existing under the laws of
23 any state other than this state, or of the District of
24 Columbia, or of any territory or possession of the United
25 States, engaged in any business or businesses other than the
26 banking, trust, or insurance business, and having written
27 articles of association, capital stock divided into shares,
28 and a name including the word "company" or "association" or
29 "society"; but shall not mean nor include any unincorporated
30 association, company or group of persons engaged in the
31 banking, trust, or insurance business.
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Florida Senate - 2002 SB 1834
6-1298-02 See HB
1 (2) The term "business enterprise" or "association" as
2 used in this chapter means any unincorporated person or group
3 of persons, sole proprietorship, estate, trust, business
4 trust, company, or other business organization shall mean and
5 includes include any foreign business enterprise or
6 association that shall have qualified, in the manner permitted
7 by this chapter, to transact business and acquire, hold, and
8 dispose of property, and sue and be sued in this state.
9 (3) The term "transacting business" means engaging in
10 any activity by an enterprise or venture in which a person
11 sells, buys, exchanges, barters, deals, or represents the
12 dealing in any thing or article of value, or renders services
13 for compensation.
14 (4) The term "unincorporated" means that an
15 organization has not been formed pursuant to the provisions of
16 chapter 607, chapter 608, chapter 616, chapter 617, chapter
17 618, chapter 621, or chapter 623.
18 Section 2. Section 622.03, Florida Statutes, is
19 amended to read:
20 622.03 Registration Qualification.--
21 (1) Any business enterprise, association, foreign
22 business enterprise, or foreign association may qualify to
23 transact business in this state by recording:
24 (a) A registration statement that shall include, at a
25 minimum:
26 1. The name of the business enterprise.
27 2. Any supplemental names under which the business
28 enterprise intends to transact business.
29 3. The street address of the principal office of the
30 business enterprise and the street address of the principal
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Florida Senate - 2002 SB 1834
6-1298-02 See HB
1 office of the business enterprise in this state, if there is
2 one.
3 4. The names and mailing addresses of each person who
4 owns or holds a beneficial interest in the business
5 enterprise.
6 5. The name and street address of an agent in this
7 state appointed and maintained by the business enterprise, who
8 shall comply with the provisions of s. 622.04.
9 6. Pursuant to s. 119.092, the business enterprise's
10 federal employer identification number, if applicable.
11 7. The name and recorded document number in this state
12 of an owner or agent named pursuant to subparagraph 4. or
13 subparagraph 5. that is a person other than an individual.
14 8. If a foreign business enterprise an indication of
15 the jurisdiction under whose laws it is organized.
16 9. The signature of an owner whose signature on the
17 registration shall have the same legal effect as if made under
18 oath, without the necessity of appending such oath to the
19 registration.
20 10. The signature of the designated registered agent
21 identified in subparagraph 5. accepting appointment as a
22 designated registered agent.
23 (b) Any amendments to or cancellation of a
24 registration filed under paragraph (a) to maintain an accurate
25 record.
26 (2) A name submitted in a business enterprise
27 registration statement recorded under subsection (1) shall be
28 filed without regard to the use of the same or a similar name
29 by another business enterprise registered or other entity
30 organized or qualified in this state. The use of a business
31 enterprise name in a registration statement is for the purpose
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Florida Senate - 2002 SB 1834
6-1298-02 See HB
1 of public notice only and does not create a presumption of
2 ownership of the name used beyond that acquired under the
3 common law.
4 (3) Each owner of a registered business enterprise,
5 and any agent named pursuant to subparagraph (1)(a)5. that is
6 a legal or other commercial entity and not an individual,
7 must:
8 (a) Organize or otherwise register as required by law.
9 (b) Maintain such registrations in an active status.
10 (c) Ensure that such registration is not dissolved,
11 revoked, canceled, or withdrawn and acquire, hold, and dispose
12 of property, and sue and be sued in this state, by complying
13 with all requirements of law, including but not limited to the
14 paying of all fees, taxes, and other charges, now or hereafter
15 prescribed for qualification by foreign corporations for
16 profit to transact business in this state, and all laws
17 heretofore or hereafter enacted prescribing requirements to be
18 observed by foreign corporations for profit in so qualifying
19 shall apply to and govern and control such qualification by
20 foreign associations, except that in lieu of filing an
21 authenticated copy of any charter, or certificate of
22 incorporation, or articles of incorporation, the foreign
23 association shall file a duly authenticated copy of its
24 written articles of association.
25 Section 3. Section 622.04, Florida Statutes, is
26 amended to read:
27 622.04 Process.--Every association or business
28 enterprise shall continuously maintain comply with all
29 requirements of law, including but not limited to the paying
30 of all fees and charges, now or hereafter prescribed for the
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Florida Senate - 2002 SB 1834
6-1298-02 See HB
1 designation and maintenance of an office for the service of
2 process, in compliance with chapter 48, which shall include:
3 (1) A registered office which may be the same as its
4 place of business.
5 (2) A registered agent, who may be:
6 (a) An individual who resides in this state whose
7 business office is identical with such registered office;
8 (b) A corporation or not-for-profit corporation as
9 defined in chapter 617, authorized to transact business or
10 conduct its affairs in this state, having a business office
11 identical with the registered office; or
12 (c) A foreign corporation or not-for-profit foreign
13 corporation authorized pursuant to this chapter or chapter 617
14 to transact business or conduct its affairs in this state,
15 having a business office identical with the registered office
16 the appointment of a resident agent upon whom process may be
17 served, and the acceptance of such appointment, by foreign
18 corporations for profit qualified to transact business in this
19 state, and all laws heretofore or hereafter enacted with
20 respect to such offices and agents shall apply to and govern
21 and control all associations.
22 Section 4. Section 622.05, Florida Statutes, is
23 amended to read:
24 622.05 Filing fees Annual reports.--The fees Every
25 association shall comply with all requirements of law,
26 including but not limited to the paying of all fees, taxes,
27 and other charges, now or hereafter prescribed for the filing
28 of documents under this chapter are as follows:
29 (1) Business enterprise registration statement: $35.00
30 (2) Amendment to the business enterprise registration
31 statement: $25.00
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Florida Senate - 2002 SB 1834
6-1298-02 See HB
1 (3) Cancellation of business enterprise registration:
2 $25.00
3 (4) Certification of any recorded document: $15.00
4 (5) Certificate of business enterprise status: $5.00
5 (6) Change of registered address: No Charge annual
6 reports by foreign corporations for profit qualified to
7 transact business in this state, except railroad, pullman,
8 telephone, telegraph, and insurance companies, and all laws
9 heretofore or hereafter enacted with respect to such reports
10 shall apply to and govern and control all associations.
11 Section 5. This act shall take effect upon becoming a
12 law.
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15 HOUSE SUMMARY
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Revises provisions relating to foreign unincorporated
17 associations to apply to business enterprises and foreign
business enterprises, require registration of such
18 enterprises and foreign associations, revise service of
process requirements, and prescribe filing fees. See bill
19 for details.
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