Florida Senate - 2013 SB 1490
By Senator Latvala
20-01268A-13 20131490__
1 A bill to be entitled
2 An act relating to business entity filing fees;
3 amending ss. 607.0122, 608.452, 617.0122, 620.1109,
4 and 620.81055, F.S.; requiring a corporation for
5 profit, a limited liability company, a corporation not
6 for profit, a domestic limited partnership, a foreign
7 limited partnership, and a limited liability
8 partnership, respectively, to submit a biennial report
9 to the Department of State; revising report filing
10 fees; providing for reduction of certain biennial
11 report filing and supplemental corporate fees if the
12 report is submitted by a specified date of the year in
13 which the report is due; amending s. 607.193, F.S.;
14 providing that the supplemental corporate fee is due
15 in the year that the biennial report is submitted;
16 providing that a late charge imposed on a supplemental
17 report may be waived by the department in cases of
18 demonstrated hardship; amending ss. 607.0121,
19 607.0128, 607.01401, 607.0141, 607.0502, 607.0705,
20 607.1420, 607.1421, 607.1509, 607.15101, 607.1530,
21 607.1531, 607.15315, 607.1601, 607.1622, 608.448,
22 608.4481, 608.4482, 608.4511, 608.509, 608.5101,
23 608.512, 608.513, 608.5135, 617.0121, 617.0128,
24 617.0141, 617.0502, 617.1420, 617.1421, 617.1509,
25 617.1510, 617.1530, 617.1531, 617.1533, 617.1601,
26 617.1622, 620.1115, 620.1209, 620.1210, 620.1809,
27 620.1810, 620.1906, 620.1909, and 620.9003, F.S.;
28 conforming provisions to changes made by the act;
29 providing an effective date.
30
31 Be It Enacted by the Legislature of the State of Florida:
32
33 Section 1. Subsections (4), (17), and (23) of section
34 607.0122, Florida Statutes, are amended to read:
35 607.0122 Fees for filing documents and issuing
36 certificates.—The Department of State shall collect the
37 following fees when the documents described in this section are
38 delivered to the department for filing:
39 (4) Corporation’s statement of change of registered agent
40 or registered office or both if not included on the biennial
41 annual report: $35.
42 (17) Biennial Annual report: $122.50, which shall be
43 reduced by 15 percent if filed by January 31 of the year the
44 report is due $61.25.
45 (23) Supplemental corporate fee: $177.50, which shall be
46 reduced by 15 percent if filed by January 31 of the year the
47 biennial report is due $88.75.
48 Section 2. Section 607.193, Florida Statutes, is amended to
49 read:
50 607.193 Supplemental corporate fee.—
51 (1) In addition to any other taxes imposed by law, a
52 biennial an annual supplemental corporate fee of $177.50 $88.75
53 is imposed on each business entity that is authorized to
54 transact business in this state and is required to file a
55 biennial an annual report with the Department of State under s.
56 607.1622, s. 608.4511, or s. 620.1210.
57 (2)(a) The business entity shall remit the supplemental
58 corporate fee to the Department of State at the time it files
59 the biennial annual report required by s. 607.1622, s. 608.4511,
60 or s. 620.1210.
61 (b) In addition to the fees levied under ss. 607.0122,
62 608.452, and 620.1109 and the supplemental corporate fee, a late
63 charge of $400 shall be imposed if the supplemental corporate
64 fee is remitted after May 1 of the year the biennial report is
65 due, except in circumstances in which a business entity was
66 administratively dissolved or its certificate of authority was
67 revoked due to its failure to file a biennial an annual report
68 and the entity subsequently applied for reinstatement and paid
69 the applicable reinstatement fee. In cases of demonstrated
70 hardship that prevented the timely filing of the supplemental
71 corporate fee, the Department of State may waive the late charge
72 of $400.
73 (3) The Department of State shall adopt rules and prescribe
74 forms necessary to carry out the purposes of this section.
75 Section 3. Subsection (4) of section 608.452, Florida
76 Statutes, is amended to read:
77 608.452 Fees of the Department of State.—The fees of the
78 Department of State under this chapter are as follows:
79 (4) For filing a biennial an annual report, $100, which
80 shall be discounted by 15 percent if filed by January 31 of the
81 year in which the report is due $50.
82 Section 4. Subsections (4) and (17) of section 617.0122,
83 Florida Statutes, are amended to read:
84 617.0122 Fees for filing documents and issuing
85 certificates.—The Department of State shall collect the
86 following fees on documents delivered to the department for
87 filing:
88 (4) Corporation’s statement of change of registered agent
89 or registered office or both if not included on the biennial
90 annual report: $35.
91 (17) Biennial Annual report: $122.50, which shall be
92 reduced by 15 percent if filed by January 31 of the year in
93 which the report is due $61.25.
94
95 Any citizen support organization that is required by rule of the
96 Department of Environmental Protection to be formed as a
97 nonprofit organization and is under contract with the department
98 is exempt from any fees required for incorporation as a
99 nonprofit organization, and the Secretary of State may not
100 assess any such fees if the citizen support organization is
101 certified by the Department of Environmental Protection to the
102 Secretary of State as being under contract with the Department
103 of Environmental Protection.
104 Section 5. Section 620.1109, Florida Statutes, is amended
105 to read:
106 620.1109 Department of State; fees.—In addition to the
107 supplemental corporate fee of $177.50 $88.75 imposed pursuant to
108 s. 607.193, the fees of the Department of State under this act
109 are as follows:
110 (1) For furnishing a certified copy, $52.50 for the first
111 15 pages plus $1.00 for each additional page.
112 (2) For filing an original certificate of limited
113 partnership, $965.
114 (3) For filing an original application for registration as
115 a foreign limited partnership, $965.
116 (4) For filing certificate of conversion, $52.50.
117 (5) For filing certificate of merger, $52.50 for each party
118 thereto.
119 (6) For filing a reinstatement, $500 for each calendar year
120 or part thereof the limited partnership was administratively
121 dissolved or foreign limited partnership was revoked in the
122 records of the Department of State.
123 (7) For filing a biennial an annual report, $822.50;
124 however, the fee for filing the biennial report and the
125 supplemental report shall be reduced by 15 percent if the
126 biennial report is filed by January 31 of the year in which the
127 report is due $411.25.
128 (8) For filing a certificate:
129 (a) Designating a registered agent, $35;
130 (b) Changing a registered agent or registered office
131 address, $35;
132 (c) Resigning as a registered agent, $87.50; or
133 (d) Of amendment or restatement of the certificate of
134 limited partnership, $52.50;
135 (9) For filing a statement of termination, $52.50.
136 (10) For filing a notice of cancellation for foreign
137 limited partnership, $52.50.
138 (11) For furnishing a certificate of status or
139 authorization, $8.75.
140 (12) For filing a certificate of dissolution, $52.50.
141 (13) For filing a certificate of revocation of dissolution,
142 $52.50.
143 (14) For filing any other domestic or foreign limited
144 partnership document, $52.50.
145 Section 6. Paragraph (h) of subsection (1) of section
146 620.81055, Florida Statutes, is amended to read:
147 620.81055 Fees for filing documents and issuing
148 certificates; powers of the Department of State.—
149 (1) The Department of State shall collect the following
150 fees when documents authorized by this act are delivered to the
151 Department of State for filing:
152 (h) Limited liability partnership biennial annual report:
153 $50; however, the fee for filing the biennial report and the
154 supplemental report shall be reduced by 15 percent if the
155 biennial report is filed by January 31 of the year in which the
156 report is due $25.
157 Section 7. Subsection (1) of section 607.0121, Florida
158 Statutes, is amended to read:
159 607.0121 Forms.—
160 (1) The Department of State may prescribe and furnish on
161 request forms for:
162 (a) An application for certificate of status,
163 (b) A foreign corporation’s application for certificate of
164 authority to transact business in the state,
165 (c) A foreign corporation’s application for certificate of
166 withdrawal, and
167 (d) The biennial annual report, for which the department
168 may prescribe the use of the uniform business report, pursuant
169 to s. 606.06.
170
171 If the Department of State so requires, the use of these forms
172 shall be mandatory.
173 Section 8. Paragraph (d) of subsection (2) of section
174 607.0128, Florida Statutes, is amended to read:
175 607.0128 Certificate of status.—
176 (2) A certificate of status or authorization sets forth:
177 (d) That its most recent biennial annual report required by
178 s. 607.1622 has been delivered to the department; and
179 Section 9. Subsection (20) of section 607.01401, Florida
180 Statutes, is amended to read:
181 607.01401 Definitions.—As used in this act, unless the
182 context otherwise requires, the term:
183 (20) “Principal office” means the office (in or out of this
184 state) where the principal executive offices of a domestic or
185 foreign corporation are located as designated in the articles of
186 incorporation or other initial filing until a biennial an annual
187 report has been filed, and thereafter as designated in the
188 biennial annual report.
189 Section 10. Paragraph (b) of subsection (4) of section
190 607.0141, Florida Statutes, is amended to read:
191 607.0141 Notice.—
192 (4) Written notice to a domestic or foreign corporation
193 authorized to transact business in this state may be addressed:
194 (b) To the corporation or its secretary at its principal
195 office or electronic mail address as authorized and shown in its
196 most recent biennial annual report or, in the case of a
197 corporation that has not yet delivered a biennial an annual
198 report, in a domestic corporation’s articles of incorporation or
199 in a foreign corporation’s application for certificate of
200 authority.
201 Section 11. Subsections (2) and (4) of section 607.0502,
202 Florida Statutes, are amended to read:
203 607.0502 Change of registered office or registered agent;
204 resignation of registered agent.—
205 (2) Any registered agent may resign his or her agency
206 appointment by signing and delivering for filing with the
207 Department of State a statement of resignation and mailing a
208 copy of such statement to the corporation at its principal
209 office address shown in its most recent biennial annual report
210 or, if none, filed in the articles of incorporation or other
211 most recently filed document. The statement of resignation shall
212 state that a copy of such statement has been mailed to the
213 corporation at the address so stated. The agency is terminated
214 as of the 31st day after the date on which the statement was
215 filed and unless otherwise provided in the statement,
216 termination of the agency acts as a termination of the
217 registered office.
218 (4) Changes of the registered office or registered agent
219 may be made by a change on the corporation’s biennial annual
220 report form filed with the Department of State.
221 Section 12. Subsection (5) of section 607.0705, Florida
222 Statutes, is amended to read:
223 607.0705 Notice of meeting.—
224 (5) Notwithstanding the foregoing, no notice of a
225 shareholders’ meeting need be given to a shareholder if:
226 (a) A biennial An annual report and proxy statements for
227 two consecutive annual meetings of shareholders; or
228 (b) All, and at least two checks in payment of dividends or
229 interest on securities during a 12-month period,
230
231 have been sent by first-class United States mail, addressed to
232 the shareholder at her or his address as it appears on the share
233 transfer books of the corporation, and returned undeliverable.
234 The obligation of the corporation to give notice of a
235 shareholders’ meeting to any such shareholder shall be
236 reinstated once the corporation has received a new address for
237 such shareholder for entry on its share transfer books.
238 Section 13. Paragraph (a) of subsection (1) of section
239 607.1420, Florida Statutes, is amended to read:
240 607.1420 Grounds for administrative dissolution.—
241 (1) The Department of State may commence a proceeding under
242 s. 607.1421 to administratively dissolve a corporation if:
243 (a) The corporation has failed to file its biennial annual
244 report and pay the biennial annual report filing fee by 5 p.m.
245 Eastern Time on the third Friday in September of the year in
246 which the report is due;
247 Section 14. Subsection (1) of section 607.1421, Florida
248 Statutes, is amended to read:
249 607.1421 Procedure for and effect of administrative
250 dissolution.—
251 (1) If the Department of State determines that one or more
252 grounds exist under s. 607.1420 for dissolving a corporation, it
253 shall serve the corporation with notice of its intention to
254 administratively dissolve the corporation. If the corporation
255 has provided the department with an electronic mail address,
256 such notice shall be by electronic transmission. Administrative
257 dissolution for failure to file a biennial an annual report
258 shall occur on the fourth Friday in September of the each year
259 in which the report is due. The Department of State shall issue
260 a certificate of dissolution to each dissolved corporation.
261 Issuance of the certificate of dissolution may be by electronic
262 transmission to any corporation that has provided the department
263 with an electronic mail address.
264 Section 15. Subsection (1) of section 607.1509, Florida
265 Statutes, is amended to read:
266 607.1509 Resignation of registered agent of foreign
267 corporation.—
268 (1) The registered agent of a foreign corporation may
269 resign his or her agency appointment by signing and delivering
270 to the Department of State for filing a statement of resignation
271 and mailing a copy of such statement to the corporation at the
272 corporation’s principal office address shown in its most recent
273 biennial annual report or, if none, shown in its application for
274 a certificate of authority or other most recently filed
275 document. The statement of resignation must state that a copy of
276 such statement has been mailed to the corporation at the address
277 so stated. The statement of resignation may include a statement
278 that the registered office is also discontinued.
279 Section 16. Subsection (2) of section 607.15101, Florida
280 Statutes, is amended to read:
281 607.15101 Service of process, notice, or demand on a
282 foreign corporation.—
283 (2) A foreign corporation may be served by registered or
284 certified mail, return receipt requested, addressed to the
285 secretary of the foreign corporation at its principal office
286 shown in its application for a certificate of authority or in
287 its most recent biennial annual report if the foreign
288 corporation:
289 (a) Has no registered agent or its registered agent cannot
290 with reasonable diligence be served;
291 (b) Has withdrawn from transacting business in this state
292 under s. 607.1520; or
293 (c) Has had its certificate of authority revoked under s.
294 607.1531.
295 Section 17. Subsection (1) of section 607.1530, Florida
296 Statutes, is amended to read:
297 607.1530 Grounds for revocation of authority to transact
298 business.—The Department of State may commence a proceeding
299 under s. 607.1531 to revoke the certificate of authority of a
300 foreign corporation authorized to transact business in this
301 state if:
302 (1) The foreign corporation has failed to file its biennial
303 annual report with the Department of State by 5 p.m. Eastern
304 Time on the third Friday in September of the year in which the
305 report is due.
306 Section 18. Subsection (1) of section 607.1531, Florida
307 Statutes, is amended to read:
308 607.1531 Procedure for and effect of revocation.—
309 (1) If the Department of State determines that one or more
310 grounds exist under s. 607.1530 for revocation of a certificate
311 of authority, the Department of State shall serve the foreign
312 corporation with notice of its intent to revoke the foreign
313 corporation’s certificate of authority. If the foreign
314 corporation has provided the department with an electronic mail
315 address, such notice shall be by electronic transmission.
316 Revocation for failure to file a biennial an annual report shall
317 occur on the fourth Friday in September of the each year in
318 which the report is due. The department shall issue a
319 certificate of revocation to each revoked corporation. Issuance
320 of the certificate of revocation may be by electronic
321 transmission to any corporation that has provided the department
322 with an electronic mail address.
323 Section 19. Paragraph (b) of subsection (1) of section
324 607.15315, Florida Statutes, is amended to read:
325 607.15315 Revocation; application for reinstatement.—
326 (1)
327 (b) As an alternative, the foreign corporation may submit a
328 current biennial annual report, signed by the registered agent
329 and an officer or director, that which substantially complies
330 with the requirements of paragraph (a).
331 Section 20. Paragraph (g) of subsection (5) of section
332 607.1601, Florida Statutes, is amended to read:
333 607.1601 Corporate records.—
334 (5) A corporation shall keep a copy of the following
335 records:
336 (g) Its most recent biennial annual report delivered to the
337 Department of State under s. 607.1622.
338 Section 21. Section 607.1622, Florida Statutes, is amended
339 to read:
340 607.1622 Biennial Annual report for Department of State.—
341 (1) Each domestic corporation and each foreign corporation
342 authorized to transact business in this state shall deliver to
343 the Department of State for filing a sworn biennial annual
344 report on such forms as the Department of State prescribes that
345 sets forth:
346 (a) The name of the corporation and the state or country
347 under the law of which it is incorporated;
348 (b) The date of incorporation or, if a foreign corporation,
349 the date on which it was admitted to do business in this state;
350 (c) The address of its principal office and the mailing
351 address of the corporation;
352 (d) The corporation’s federal employer identification
353 number, if any, or, if none, whether one has been applied for;
354 (e) The names and business street addresses of its
355 directors and principal officers;
356 (f) The street address of its registered office and the
357 name of its registered agent at that office in this state;
358 (g) Language permitting a voluntary contribution of $5 per
359 taxpayer, which contribution shall be transferred into the
360 Election Campaign Financing Trust Fund. A statement providing an
361 explanation of the purpose of the trust fund shall also be
362 included; and
363 (h) Such additional information as may be necessary or
364 appropriate to enable the Department of State to carry out the
365 provisions of this act.
366 (2) Proof to the satisfaction of the Department of State
367 that on or before May 1 such report was deposited in the United
368 States mail in a sealed envelope, properly addressed with
369 postage prepaid, shall be deemed compliance with this
370 requirement.
371 (3) If a biennial an annual report does not contain the
372 information required by this section, the Department of State
373 shall promptly notify the reporting domestic or foreign
374 corporation in writing and return the report to it for
375 correction. If the report is corrected to contain the
376 information required by this section and delivered to the
377 Department of State within 30 days after the effective date of
378 notice, it is deemed to be timely filed.
379 (4) Each report shall be executed by the corporation by an
380 officer or director or, if the corporation is in the hands of a
381 receiver or trustee, shall be executed on behalf of the
382 corporation by such receiver or trustee, and the signing thereof
383 shall have the same legal effect as if made under oath, without
384 the necessity of appending such oath thereto.
385 (5) The first biennial annual report must be delivered to
386 the Department of State between January 1 and May 1 of the year
387 following the calendar year in which a domestic corporation was
388 incorporated or a foreign corporation was authorized to transact
389 business. Subsequent annual reports must be delivered to the
390 Department of State between January 1 and May 1 of the
391 subsequent calendar years in which the report is due.
392 (6) Information in the biennial annual report must be
393 current as of the date the annual report is executed on behalf
394 of the corporation.
395 (7) If an additional updated report is received, the
396 department shall file the document and make the information
397 contained therein part of the official record.
398 (8) Any corporation failing to file a biennial an annual
399 report that which complies with the requirements of this section
400 shall not be permitted to maintain or defend any action in any
401 court of this state until such report is filed and all fees and
402 taxes due under this act are paid and shall be subject to
403 dissolution or cancellation of its certificate of authority to
404 do business as provided in this act.
405 (9) The department shall prescribe the forms on which to
406 make the biennial annual report called for in this section and
407 may substitute the uniform business report, pursuant to s.
408 606.06, as a means of satisfying the requirement of this part.
409 Section 22. Paragraph (a) of subsection (1) of section
410 608.448, Florida Statutes, is amended to read:
411 608.448 Grounds for administrative dissolution.—
412 (1) The Department of State may commence a proceeding under
413 s. 608.4481 to administratively dissolve a limited liability
414 company if:
415 (a) The limited liability company has failed to file its
416 biennial annual report and pay the biennial annual report filing
417 fee by 5 p.m. Eastern Time on the third Friday in September of
418 the year in which the report is due.
419 Section 23. Subsection (1) of section 608.4481, Florida
420 Statutes, is amended to read:
421 608.4481 Procedure for and effect of administrative
422 dissolution.—
423 (1) If the Department of State determines that one or more
424 grounds exist under s. 608.448 for dissolving a limited
425 liability company, it shall serve the limited liability company
426 with notice of its intent to administratively dissolve the
427 limited liability company. If the limited liability company has
428 provided the department with an electronic mail address, such
429 notice shall be by electronic transmission. Administrative
430 dissolution for failure to file a biennial an annual report
431 shall occur on the fourth Friday in September of the each year
432 in which the report is due. The Department of State shall issue
433 a certificate of dissolution to each dissolved limited liability
434 company. Issuance of the certificate of dissolution may be by
435 electronic transmission to any limited liability company that
436 has provided the department with an electronic mail address.
437 Section 24. Paragraph (b) of subsection (1) of section
438 608.4482, Florida Statutes, is amended to read:
439 608.4482 Reinstatement following administrative
440 dissolution.—
441 (1)
442 (b) As an alternative to the procedures of paragraph (a),
443 an administratively dissolved limited liability company may
444 submit a current biennial annual report, signed by the
445 registered agent, that which substantially complies with the
446 requirements of paragraph (a).
447 Section 25. Section 608.4511, Florida Statutes, is amended
448 to read:
449 608.4511 Biennial Annual report for Department of State.—
450 (1) Each domestic limited liability company and each
451 foreign limited liability company authorized to transact
452 business in this state shall deliver to the Department of State
453 for filing a sworn biennial annual report on such forms as the
454 Department of State prescribes that sets forth:
455 (a) The name of the limited liability company and the state
456 or country under the law of which it is organized.
457 (b) The date of organization or, if a foreign limited
458 liability company, the date on which it was admitted to do
459 business in this state.
460 (c) The street address and the mailing address of its
461 principal office.
462 (d) The limited liability company’s federal employer
463 identification number or, if none, whether one has been applied
464 for.
465 (e) The names and business, residence, or mailing address
466 of its managing members or managers.
467 (f) The street address of its registered office and the
468 name of its registered agent at that office in this state.
469 (g) Such additional information as may be necessary or
470 appropriate to enable the Department of State to carry out the
471 provisions of this chapter.
472 (2) Proof to the satisfaction of the Department of State
473 that on or before May 1 such report was deposited in the United
474 States mail in a sealed envelope, properly addressed with
475 postage prepaid, shall be deemed timely compliance with this
476 requirement.
477 (3) If a biennial an annual report does not contain the
478 information required by this section, the Department of State
479 shall promptly notify the reporting domestic or foreign limited
480 liability company in writing and return the report to it for
481 correction. If the report is corrected to contain the
482 information required by this section and delivered to the
483 Department of State within 30 days after the effective date of
484 notice, it is deemed to be timely filed.
485 (4) Each report shall be executed by the limited liability
486 company by a managing member or manager or, if the limited
487 liability company is in the hands of a receiver or trustee,
488 shall be executed on behalf of the limited liability company by
489 such receiver or trustee, and the signing thereof shall have the
490 same legal effect as if made under oath, without the necessity
491 of appending such oath thereto.
492 (5) The first biennial annual report shall be delivered to
493 the Department of State between January 1 and May 1 of the year
494 following the calendar year in which a domestic limited
495 liability company was organized or a foreign limited liability
496 company was authorized to transact business. Subsequent biennial
497 annual reports shall be delivered to the Department of State
498 between January 1 and May 1 of the subsequent calendar years in
499 which the report is due.
500 (6) Information in the biennial annual report shall be
501 current as of the date the biennial annual report is executed on
502 behalf of the limited liability company.
503 (7) Any limited liability company failing to file a
504 biennial an annual report that which complies with the
505 requirements of this section shall not be permitted to
506 prosecute, maintain, or defend any action in any court of this
507 state until such report is filed and all fees, penalties, and
508 taxes due under this chapter are paid and shall be subject to
509 dissolution or cancellation of its certificate of authority to
510 do business as provided in this chapter.
511 (8) The department shall prescribe the forms on which to
512 make the biennial annual report called for in this section and
513 may substitute the uniform business report, pursuant to s.
514 606.06, as a means of satisfying the requirement of this part.
515 Section 26. Subsection (1) of section 608.509, Florida
516 Statutes, is amended to read:
517 608.509 Resignation of registered agent or foreign limited
518 liability company.—
519 (1) The registered agent of a foreign limited liability
520 company may resign his or her agency appointment by signing and
521 delivering to the Department of State for filing the original
522 statement of resignation and mailing a copy of such statement to
523 the limited liability company at the limited liability company’s
524 principal office address shown in its most recent biennial
525 annual report or, if none, shown in its certificate of authority
526 or most recently filed document. This statement of resignation
527 shall state that a copy of such statement has been mailed to the
528 limited liability company at the address so stated. The
529 statement of resignation may include a statement that the
530 registered office is also discontinued.
531 Section 27. Subsection (2) of section 608.5101, Florida
532 Statutes, is amended to read:
533 608.5101 Service of process; notice or demand on a foreign
534 limited liability company.—
535 (2) A foreign limited liability company may be served by
536 registered or certified mail, return receipt requested,
537 addressed to the secretary of the foreign limited liability
538 company at its principal office shown in its application for a
539 certificate of authority or in its most recent biennial annual
540 report if the foreign limited liability company:
541 (a) Has no registered agent or its registered agent cannot
542 with reasonable diligence be served;
543 (b) Has withdrawn from transacting business in this state
544 under s. 608.511; or
545 (c) Has had its certificate of authority revoked under s.
546 608.513.
547 Section 28. Subsection (1) of section 608.512, Florida
548 Statutes, is amended to read:
549 608.512 Grounds for revocation of authority to transact
550 business.—The Department of State may commence a proceeding
551 under s. 608.513 to revoke the certificate of authority of a
552 foreign limited liability company authorized to transact
553 business in this state if:
554 (1) The foreign limited liability company has failed to
555 file its biennial annual report with the Department of State by
556 5 p.m. Eastern Time on the third Friday in September of the year
557 in which the report is due.
558 Section 29. Subsection (1) of section 608.513, Florida
559 Statutes, is amended to read:
560 608.513 Procedure for and effect of revocation.—
561 (1) If the Department of State determines that one or more
562 grounds exist under s. 608.512 for revocation of a certificate
563 of authority, the Department of State shall serve the foreign
564 limited liability company with notice of its intent to revoke
565 the foreign limited liability company’s certificate of
566 authority. If the foreign limited liability company has provided
567 the department with an electronic mail address, such notice
568 shall be by electronic transmission. Revocation for failure to
569 file a biennial an annual report shall occur on the fourth
570 Friday in September of the each year in which the report is due.
571 The Department of State shall issue a certificate of revocation
572 to each revoked foreign limited liability company. Issuance of
573 the certificate of revocation may be by electronic transmission
574 to any foreign limited liability company that has provided the
575 department with an electronic mail address.
576 Section 30. Paragraph (b) of subsection (1) of section
577 608.5135, Florida Statutes, is amended to read:
578 608.5135 Revocation; application for reinstatement.—
579 (1)
580 (b) As an alternative, the foreign limited liability
581 company may submit a current biennial annual report, signed by
582 the registered agent and a manager or managing member, that
583 which substantially complies with the requirements of paragraph
584 (a).
585 Section 31. Subsection (1) of section 617.0121, Florida
586 Statutes, is amended to read:
587 617.0121 Forms.—
588 (1) The Department of State may prescribe and furnish on
589 request forms for:
590 (a) An application for certificate of status;,
591 (b) A foreign corporation’s application for certificate of
592 authority to conduct its affairs in the state;,
593 (c) A foreign corporation’s application for certificate of
594 withdrawal;, and
595 (d) The biennial annual report, for which the department
596 may prescribe the use of the uniform business report, pursuant
597 to s. 606.06.
598
599 If the Department of State so requires, the use of these forms
600 shall be mandatory.
601 Section 32. Paragraph (d) of subsection (2) of section
602 617.0128, Florida Statutes, is amended to read:
603 617.0128 Certificate of status.—
604 (2) A certificate of status or authorization sets forth:
605 (d) That its most recent biennial annual report required by
606 s. 617.1622 has been delivered to the department; and
607 Section 33. Subsection (5) of section 617.0141, Florida
608 Statutes, is amended to read:
609 617.0141 Notice.—
610 (5) Written notice to a domestic or foreign corporation
611 authorized to conduct its affairs in this state may be addressed
612 to its registered agent at its registered office or to the
613 corporation or its secretary at its principal office shown in
614 its most recent biennial annual report or, in the case of a
615 corporation that has not yet delivered a biennial an annual
616 report, in a domestic corporation’s articles of incorporation or
617 in a foreign corporation’s application for certificate of
618 authority.
619 Section 34. Subsections (2) and (4) of section 617.0502,
620 Florida Statutes, are amended to read:
621 617.0502 Change of registered office or registered agent;
622 resignation of registered agent.—
623 (2) Any registered agent may resign his or her agency
624 appointment by signing and delivering for filing with the
625 Department of State a statement of resignation and mailing a
626 copy of such statement to the corporation at its principal
627 office address shown in its most recent biennial annual report
628 or, if none, filed in the articles of incorporation or other
629 most recently filed document. The statement of resignation shall
630 state that a copy of such statement has been mailed to the
631 corporation at the address so stated. The agency is terminated
632 as of the 31st day after the date on which the statement was
633 filed and unless otherwise provided in the statement,
634 termination of the agency acts as a termination of the
635 registered office.
636 (4) Changes of the registered office or registered agent
637 may be made by a change on the corporation’s biennial annual
638 report form filed with the Department of State.
639 Section 35. Paragraph (a) of subsection (1) of section
640 617.1420, Florida Statutes, is amended to read:
641 617.1420 Grounds for administrative dissolution.—
642 (1) The Department of State may commence a proceeding under
643 s. 617.1421 to administratively dissolve a corporation if:
644 (a) The corporation has failed to file its biennial annual
645 report and pay the biennial annual report filing fee by 5 p.m.
646 Eastern Time on the third Friday in September of the year in
647 which the report is due;
648 Section 36. Subsection (1) of section 617.1421, Florida
649 Statutes, is amended to read:
650 617.1421 Procedure for and effect of administrative
651 dissolution.—
652 (1) If the Department of State determines that one or more
653 grounds exist under s. 617.1420 for administratively dissolving
654 a corporation, it shall serve the corporation with notice of its
655 intent under s. 617.0504(2) to administratively dissolve the
656 corporation. If the corporation has provided the department with
657 an electronic mail address, such notice shall be by electronic
658 transmission. Administrative dissolution for failure to file a
659 biennial an annual report shall occur on the fourth Friday in
660 September of the each year in which the report is due. The
661 Department of State shall issue a certificate of dissolution to
662 each dissolved corporation. Issuance of the certificate of
663 dissolution may be by electronic transmission to any corporation
664 that has provided the department with an electronic mail
665 address.
666 Section 37. Subsection (1) of section 617.1509, Florida
667 Statutes, is amended to read:
668 617.1509 Resignation of registered agent of foreign
669 corporation.—
670 (1) The registered agent of a foreign corporation may
671 resign his or her agency appointment by signing and delivering
672 to the Department of State for filing a statement of resignation
673 and mailing a copy of such statement to the corporation at the
674 corporation’s principal office address shown in its most recent
675 biennial annual report or, if none, shown in its application for
676 a certificate of authority or other most recently filed
677 document. The statement of resignation must state that a copy of
678 such statement has been mailed to the corporation at the address
679 so stated. The statement of resignation may include a statement
680 that the registered office is also discontinued.
681 Section 38. Subsection (2) of section 617.1510, Florida
682 Statutes, is amended to read:
683 617.1510 Service of process, notice, or demand on a foreign
684 corporation.—
685 (2) A foreign corporation may be served by registered or
686 certified mail, return receipt requested, addressed to the
687 secretary of the foreign corporation at its principal office
688 shown in its application for a certificate of authority or in
689 its most recent biennial annual report if the foreign
690 corporation:
691 (a) Has no registered agent or its registered agent cannot
692 with reasonable diligence be served;
693 (b) Has withdrawn from conducting its affairs in this state
694 under s. 617.1520; or
695 (c) Has had its certificate of authority revoked under s.
696 617.1531.
697 Section 39. Subsection (1) of section 617.1530, Florida
698 Statutes, is amended to read:
699 617.1530 Grounds for revocation of authority to conduct
700 affairs.—The Department of State may commence a proceeding under
701 s. 617.1531 to revoke the certificate of authority of a foreign
702 corporation authorized to conduct its affairs in this state if:
703 (1) The foreign corporation has failed to file its biennial
704 annual report with the Department of State by 5 p.m. Eastern
705 Time on the third Friday in September of the year in which the
706 report is due.
707 Section 40. Subsection (1) of section 617.1531, Florida
708 Statutes, is amended to read:
709 617.1531 Procedure for and effect of revocation.—
710 (1) If the Department of State determines that one or more
711 grounds exist under s. 617.1530 for revocation of a certificate
712 of authority, the Department of State shall serve the foreign
713 corporation with notice of its intent to revoke the foreign
714 corporation’s certificate of authority. If the foreign
715 corporation has provided the department with an electronic mail
716 address, such notice shall be by electronic transmission.
717 Revocation for failure to file a biennial an annual report shall
718 occur on the fourth Friday in September of the each year in
719 which the report is due. The Department of State shall issue a
720 certificate of revocation to each revoked corporation. Issuance
721 of the certificate of revocation may be by electronic
722 transmission to any foreign corporation that has provided the
723 department with an electronic mail address.
724 Section 41. Paragraph (b) of subsection (1) of section
725 617.1533, Florida Statutes, is amended to read:
726 617.1533 Reinstatement following revocation.—
727 (1)
728 (b) In the alternative, the foreign corporation may submit
729 a current biennial annual report, signed by the registered agent
730 and an officer or director, that which substantially complies
731 with the requirements of paragraph (a).
732 Section 42. Paragraph (f) of subsection (5) of section
733 617.1601, Florida Statutes, is amended to read:
734 617.1601 Corporate records.—
735 (5) A corporation shall keep a copy of the following
736 records:
737 (f) Its most recent biennial annual report delivered to the
738 Department of State under s. 617.1622.
739 Section 43. Section 617.1622, Florida Statutes, is amended
740 to read:
741 617.1622 Biennial Annual report for Department of State.—
742 (1) Each domestic and each foreign corporation authorized
743 to conduct its affairs in this state shall deliver to the
744 Department of State for filing a sworn biennial annual report,
745 on such form as the Department of State prescribes, that sets
746 forth:
747 (a) The name of the corporation and the state or country
748 under the law of which it is incorporated;
749 (b) The date of incorporation or, if a foreign corporation,
750 the date on which it was admitted to conduct its affairs in this
751 state;
752 (c) The address of the principal office and the mailing
753 address of the corporation;
754 (d) The corporation’s federal employer identification
755 number, if any, or, if none, whether one has been applied for;
756 (e) The names and business street addresses of its
757 directors and principal officers;
758 (f) The street address of its registered office in this
759 state and the name of its registered agent at that office; and
760 (g) Such additional information as may be necessary or
761 appropriate to enable the Department of State to carry out the
762 provisions of this act.
763 (2) The deposit of such report, on or before May 1, in the
764 United States mail in a sealed envelope, properly addressed with
765 postage prepaid, constitutes compliance with subsection (1).
766 (3) If a biennial an annual report does not contain the
767 information required by subsection (1), the Department of State
768 shall promptly notify the reporting domestic or foreign
769 corporation in writing and return the report to it for
770 correction. If the report is corrected to contain the
771 information required by subsection (1) and delivered to the
772 Department of State within 30 days after the effective date of
773 notice, it is deemed to be timely filed.
774 (4) Each biennial annual report must be executed by the
775 corporation by an officer or director or, if the corporation is
776 in the hands of a receiver or trustee, must be executed on
777 behalf of the corporation by such receiver or trustee, and the
778 signing of the biennial annual report shall have the same legal
779 effect as if made under oath, without the necessity of appending
780 such oath thereto.
781 (5) The first biennial annual report must be delivered to
782 the Department of State between January 1 and May 1 of the year
783 following the calendar year in which a domestic corporation was
784 incorporated or a foreign corporation was authorized to conduct
785 affairs. Subsequent annual reports must be delivered to the
786 Department of State between January 1 and May 1 of the
787 subsequent calendar years in which the report is due.
788 (6) Information in the biennial annual report must be
789 current as of the date the biennial annual report is executed on
790 behalf of the corporation.
791 (7) If an additional report is received, the department
792 shall file the document and make the information contained
793 therein part of the official record.
794 (8) Any corporation that fails to file a biennial an annual
795 report that which complies with the requirements of this section
796 may not maintain or defend any action in any court of this state
797 until such report is filed and all fees and taxes due under this
798 act are paid, and such corporation is subject to dissolution or
799 cancellation of its certificate of authority to conduct its
800 affairs as provided in this act.
801 (9) The department shall prescribe the forms on which to
802 make the biennial annual report called for in this section and
803 may substitute the uniform business report, pursuant to s.
804 606.06, as a means of satisfying the requirement of this
805 section.
806 Section 44. Subsection (3) of section 620.1115, Florida
807 Statutes, is amended to read:
808 620.1115 Change of registered agent or registered office.—
809 (3) The changes described in this section may also be made
810 on the limited partnership or foreign limited partnership’s
811 biennial annual report filed with the Department of State.
812 Section 45. Paragraph (d) of subsection (1) and paragraph
813 (d) of subsection (2) of section 620.1209, Florida Statutes, are
814 amended to read:
815 620.1209 Certificate of status.—
816 (1) The Department of State, upon request and payment of
817 the requisite fee, shall furnish a certificate of status for a
818 limited partnership if the records filed in the Department of
819 State show that the Department of State has filed a certificate
820 of limited partnership. A certificate of status must state:
821 (d) Whether the limited partnership’s most recent biennial
822 annual report required by s. 620.1210 has been filed by the
823 Department of State.
824 (2) The Department of State, upon request and payment of
825 the requisite fee, shall furnish a certificate of status for a
826 foreign limited partnership if the records filed in the
827 Department of State show that the Department of State has filed
828 a certificate of authority. A certificate of status must state:
829 (d) Whether the foreign limited partnership’s most recent
830 biennial annual report required by s. 620.1210 has been filed by
831 the Department of State.
832 Section 46. Section 620.1210, Florida Statutes, is amended
833 to read:
834 620.1210 Biennial Annual report for Department of State.—
835 (1) A limited partnership or a foreign limited partnership
836 authorized to transact business in this state shall deliver to
837 the Department of State for filing a biennial an annual report
838 that states:
839 (a) The name of the limited partnership or, if a foreign
840 limited partnership, the name under which the foreign limited
841 partnership is registered to transact business in this state.
842 (b) The street and mailing address of the limited
843 partnership or foreign limited partnership, the name of its
844 registered agent in this state, and the street address of its
845 registered office in this state.
846 (c) The name and business address of each general partner.
847 Each general partner that is not an individual must be organized
848 or otherwise registered with the Department of State as required
849 by law, must maintain an active status, and must not be
850 dissolved, revoked, or withdrawn.
851 (d) Federal Employer Identification number.
852 (e) Any additional information that is necessary or
853 appropriate to enable the Department of State to carry out the
854 provisions of this act.
855 (2) Information in a biennial an annual report must be
856 current as of the date the biennial annual report is delivered
857 to the Department of State for filing.
858 (3) The first biennial annual report must be delivered to
859 the Department of State between January 1 and May 1 of the year
860 following the calendar year in which a limited partnership was
861 formed or a foreign limited partnership was authorized to
862 transact business. A biennial An annual report must be delivered
863 to the Department of State between January 1 and May 1 of each
864 subsequent calendar year in which the report is due.
865 (4) If a biennial an annual report does not contain the
866 information required in subsection (1), the Department of State
867 shall promptly notify the reporting limited partnership or
868 foreign limited partnership and return the report to it for
869 correction. If the report is corrected to contain the
870 information required in subsection (1) and delivered to the
871 Department of State within 30 days after the effective date of
872 the notice, it is timely delivered.
873 (5) If a filed biennial annual report contains the address
874 of a designated office, name of a registered agent, or
875 registered office address that which differs from the
876 information shown in the records of the Department of State
877 immediately before the filing, the differing information in the
878 biennial annual report is considered a statement of change under
879 s. 620.1115.
880 Section 47. Subsections (1) and (2) of section 620.1809,
881 Florida Statutes, are amended to read:
882 620.1809 Administrative dissolution.—
883 (1) The Department of State may dissolve a limited
884 partnership administratively if the limited partnership does
885 not:
886 (a) Pay any fee or penalty due to the Department of State
887 under this act;
888 (b) Deliver its biennial annual report to the Department of
889 State by 5 p.m. Eastern Time on the third Friday in September of
890 the year in which the report is due;
891 (c) Appoint and maintain a registered agent as required by
892 s. 620.1114; or
893 (d) Deliver for filing a statement of a change under s.
894 620.1115 within 30 days after a change has occurred in the name
895 of the registered agent or the registered office address.
896 (2) If the Department of State determines that a ground
897 exists for administratively dissolving a limited partnership,
898 the Department of State shall serve notice on the limited
899 partnership of its intent to administratively dissolve the
900 limited partnership. If the limited partnership has provided the
901 department with an electronic mail address, such notice shall be
902 by electronic transmission. Administrative dissolution for
903 failure to file a biennial an annual report shall occur on the
904 fourth Friday in September of the each year in which the report
905 is due. The Department of State shall issue a certificate of
906 dissolution to each dissolved limited partnership. Issuance of
907 the certificate of dissolution may be by electronic transmission
908 to any limited partnership that has provided the department with
909 an electronic mail address.
910 Section 48. Subsections (2) and (3) of section 620.1810,
911 Florida Statutes, are amended to read:
912 620.1810 Reinstatement following administrative
913 dissolution.—
914 (2) As an alternative to submitting the form of
915 reinstatement referred to in subsection (1), the limited
916 partnership may submit a current biennial annual report, signed
917 by its registered agent and a general partner, that which
918 contains the same information described in subsection (1).
919 (3) If the Department of State determines that the
920 application for reinstatement, or current biennial annual report
921 described in subsection (2), contains the information required
922 by subsection (1) and that the information is correct, the
923 Department of State shall reinstate the limited partnership.
924 Section 49. Paragraph (b) of subsection (1) and subsection
925 (2) of section 620.1906, Florida Statutes, are amended to read:
926 620.1906 Revocation of certificate of authority.—
927 (1) A certificate of authority of a foreign limited
928 partnership to transact business in this state may be revoked by
929 the Department of State in the manner provided in subsections
930 (2) and (3) if the foreign limited partnership does not:
931 (b) Deliver its biennial annual report to the Department of
932 State by 5 p.m. Eastern Time on the third Friday in September of
933 the year in which the report is due;
934 (2) If the Department of State determines that one or more
935 grounds exist under this section for revocation of a foreign
936 limited partnership, it shall notify the foreign limited
937 partnership of its intent to revoke the foreign limited
938 partnership’s certificate of authority. If the foreign limited
939 partnership has provided the department with an electronic mail
940 address, such notice shall be by electronic transmission.
941 Revocation for failure to file a biennial an annual report shall
942 occur on the fourth Friday in September of the each year in
943 which the report is due. The Department of State shall issue a
944 certificate of revocation to each revoked foreign limited
945 partnership. Issuance of the certificate of revocation may be by
946 electronic transmission to any foreign limited partnership that
947 has provided the department with an electronic mail address.
948 Section 50. Subsections (2) and (3) of section 620.1909,
949 Florida Statutes, are amended to read:
950 620.1909 Reinstatement following administrative
951 revocation.—
952 (2) As an alternative to submitting the form of
953 reinstatement referred to in subsection (1), the foreign limited
954 partnership may submit a current biennial annual report, signed
955 by its registered agent and a general partner, that which
956 contains the same information described in subsection (1).
957 (3) If the Department of State determines that the
958 application for reinstatement or the current biennial annual
959 report described in subsection (2) contains the information
960 required by subsection (1) and that the information is correct,
961 it shall reinstate the foreign limited partnership’s certificate
962 of authority.
963 Section 51. Subsections (1), (2), and (3) of section
964 620.9003, Florida Statutes, are amended to read:
965 620.9003 Biennial Annual report.—
966 (1) A limited liability partnership, and a foreign limited
967 liability partnership authorized to transact business in this
968 state, shall file a biennial an annual report in the office of
969 the Secretary of State that which contains:
970 (a) The name of the limited liability partnership and the
971 state or other jurisdiction under whose laws the foreign limited
972 liability partnership is formed;
973 (b) The current street address of the partnership’s chief
974 executive office and, if different, the current street address
975 of its principal office in this state, if there is one;
976 (c) The partnership’s Federal Employer Identification
977 Number, if any, or, if none, whether one has been applied for;
978 and
979 (d) The name and street address of the partnership’s
980 current agent for service of process, who must be an individual
981 resident of this state or other person authorized to do business
982 in this state.
983 (2) A biennial An annual report must be filed between
984 January 1 and May 1 of each year following the calendar year in
985 which a partnership files a statement of qualification or a
986 foreign partnership becomes authorized to transact business in
987 this state.
988 (3) The Department of State may administratively revoke the
989 statement of qualification of a partnership that fails to file
990 its biennial annual report and pay the required filing fee by 5
991 p.m. Eastern Time on the third Friday in September of the year
992 in which the report is due. The Department of State shall serve
993 a 60-day notice on the limited liability partnership of its
994 intent to revoke the statement of qualification. If the
995 partnership has provided the department with an electronic mail
996 address, such notice shall be by electronic transmission.
997 Revocation for failure to file a biennial an annual report shall
998 occur on the fourth Friday in September of the each year in
999 which the report is due. The Department of State shall issue a
1000 certificate of revocation of the statement of qualification to
1001 each revoked partnership. Issuance of the certificate of
1002 revocation of the statement of qualification may be by
1003 electronic transmission to any partnership that has provided the
1004 department with an electronic mail address.
1005 Section 52. This act shall take effect July 1, 2013.