Florida Senate - 2018 PROPOSED COMMITTEE SUBSTITUTE
Bill No. SB 610
Ì660674:Î660674
576-01829-18
Proposed Committee Substitute by the Committee on Appropriations
(Appropriations Subcommittee on Transportation, Tourism, and
Economic Development)
1 A bill to be entitled
2 An act relating to business filings; amending s.
3 605.0209, F.S.; authorizing certain persons to correct
4 filed records that contain certain information;
5 providing that a statement of correction filed for
6 certain reasons is not subject to a Department of
7 State fee if delivered within a certain timeframe;
8 amending s. 605.0210, F.S.; requiring the department
9 to send a notice of the filing of a record through e
10 mail or send a copy of the document to the mailing
11 address of the entity or its representative; providing
12 notice requirements for the department if the record
13 changes an entity’s e-mail or mailing address;
14 amending s. 607.0124; authorizing a domestic or
15 foreign corporation to correct certain documents if
16 they contain false, misleading, or fraudulent
17 information; providing that articles of correction
18 filed for certain reasons are not subject to any
19 department fee if delivered within a certain
20 timeframe; amending s. 607.0125, F.S.; requiring the
21 department to send a notice of the filing of a record
22 through e-mail or send a copy of the document to the
23 mailing address of the entity or its representative;
24 providing notice requirements for the department if
25 the record changes the entity’s e-mail or mailing
26 address; amending s. 617.0124, F.S.; authorizing a
27 domestic or foreign corporation to correct certain
28 documents if they contain false, misleading, or
29 fraudulent information; providing that articles of
30 correction filed for certain reasons are not subject
31 to any department fee if delivered within a certain
32 timeframe; amending s. 617.0125, F.S.; requiring the
33 department to send a notice of the filing of a record
34 through e-mail or send a copy of the document to the
35 mailing address of the domestic or foreign corporation
36 or its representative; providing notice requirements
37 for the department if the record changes the domestic
38 or foreign corporation’s e-mail or mailing address;
39 amending s. 620.1206, F.S.; requiring the department
40 to send a notice of the filing of a record through e
41 mail or send a copy of the document to the mailing
42 address of the limited partnership, foreign limited
43 partnership, or its registered agent; providing notice
44 requirements for the department if the record changes
45 the limited partnership’s or foreign limited
46 partnership’s e-mail or mailing address; amending s.
47 620.1207, F.S.; authorizing a limited partnership or
48 foreign limited partnership to correct certain
49 documents if they contain misleading or fraudulent
50 information; providing that a statement of correction
51 filed for certain reasons is not subject to any
52 department fee if delivered within a certain
53 timeframe; amending s. 620.8105, F.S.; requiring the
54 department to send a notice of the filing of a
55 document through e-mail or send a copy of the document
56 to the mailing address of the partnership, limited
57 liability partnership, or its agent; providing notice
58 requirements for the department if the record changes
59 the partnership’s or limited liability partnership’s
60 e-mail or mailing address; creating s. 620.81054,
61 F.S.; authorizing a partnership or limited liability
62 partnership to correct a document filed by the
63 department within a certain timeframe and under
64 certain circumstances; providing guidelines for
65 correcting a document; providing construction;
66 providing that articles of correction filed for
67 certain reasons are not subject to a department fee if
68 delivered within a certain timeframe; amending ss.
69 620.1201, 620.1202, 620.1203, 620.1812, and 620.2108,
70 F.S.; conforming provisions to changes made by the
71 act; providing an effective date.
72
73 Be It Enacted by the Legislature of the State of Florida:
74
75 Section 1. Subsection (1) of section 605.0209, Florida
76 Statutes, is amended, and subsection (5) is added to that
77 section, to read:
78 605.0209 Correcting filed record.—
79 (1) A person on whose behalf a filed record was delivered
80 to the department for filing may correct the record if any of
81 the following applies:
82 (a) The record at the time of filing was inaccurate.;
83 (b) The record was defectively signed.; or
84 (c) The electronic transmission of the record to the
85 department was defective.
86 (d) The record contains false, misleading, or fraudulent
87 information.
88 (5) A statement of correction filed to correct false,
89 misleading, or fraudulent information is not subject to any
90 department fee if the statement of correction is delivered to
91 the department within 15 days after the notification of filing
92 sent pursuant to s. 605.0210.
93 Section 2. Subsection (2) of section 605.0210, Florida
94 Statutes is amended to read:
95 605.0210 Duty of department to file; review of refusal to
96 file; transmission of information by department.—
97 (2) After filing a record, the department shall send notice
98 deliver an acknowledgment of the filing to the e-mail address on
99 file for the entity or its authorized representative or shall
100 send a or certified copy of the document to the mailing address
101 of such entity the company or foreign limited liability company
102 or its authorized representative. If the record changes the
103 entity’s e-mail address, the department must send such notice to
104 the new e-mail address and to the most recent prior e-mail
105 address. If the record changes the entity’s mailing address, the
106 department must send such notice to the new mailing address and
107 to the most recent prior mailing address.
108 Section 3. Subsection (1) of section 607.0124, Florida
109 Statutes, is amended, and subsection (4) is added to that
110 section, to read:
111 607.0124 Correcting filed document.—
112 (1) A domestic or foreign corporation may correct a
113 document filed by the Department of State within 30 days after
114 filing if the document if any of the following applies:
115 (a) The document contains an inaccuracy.;
116 (b) The document contains false, misleading, or fraudulent
117 information.
118 (c)(b) The document was defectively executed, attested,
119 sealed, verified, or acknowledged.; or
120 (d)(c) The electronic transmission of the document was
121 defective.
122 (4) Articles of correction filed to correct false,
123 misleading, or fraudulent information are not subject to any
124 Department of State fee if the articles of correction are
125 delivered to the Department of State within 15 days after the
126 notification of filing sent pursuant to s. 607.0125(2).
127 Section 4. Subsection (2) of section 607.0125, Florida
128 Statutes, is amended to read:
129 607.0125 Filing duties of Department of State.—
130 (2) The Department of State files a document by recording
131 it as filed on the date of receipt. After filing a document, the
132 Department of State shall send a notice of the filing to the e
133 mail address on file for the entity or its representative or a
134 deliver an acknowledgment or certified copy of the document to
135 the mailing address such entity or the domestic or foreign
136 corporation or its representative. If the record changes the
137 entity’s e-mail address, the Department of State must send such
138 notice to the new e-mail address and to the most recent prior e
139 mail address. If the record changes the entity’s mailing
140 address, the Department of State must send such notice to the
141 new mailing address and to the most recent prior mailing
142 address.
143 Section 5. Subsection (1) of section 617.0124, Florida
144 Statutes, is amended, and subsection (4) is added to that
145 section, to read:
146 617.0124 Correcting filed document.—
147 (1) A domestic or foreign corporation may correct a
148 document filed by the department within 30 days after filing if
149 any of the following applies:
150 (a) The document contains an incorrect statement.;
151 (b) The document contains false, misleading, or fraudulent
152 information.
153 (c)(b) The document was defectively executed, attested,
154 sealed, verified, or acknowledged.; or
155 (d)(c) The electronic transmission of the document was
156 defective.
157 (4) Articles of correction filed to correct false,
158 misleading, or fraudulent information are not subject to a
159 department fee if the articles of correction are delivered to
160 the department within 15 days after the notification of filing
161 sent pursuant to s. 617.0125(2).
162 Section 6. Section 617.0125, Florida Statutes, is amended
163 to read:
164 617.0125 Filing duties of the department Department of
165 State.—
166 (1) If a document delivered to the department Department of
167 State for filing satisfies the requirements of s. 617.01201, the
168 department Department of State shall file it.
169 (2) The department of State files a document by stamping or
170 otherwise endorsing “filed,” together with the Secretary of
171 State’s official title and the date and time of receipt. After
172 filing a document, the department of State shall send a notice
173 deliver the acknowledgment of the filing to the e-mail address
174 on file for the domestic or foreign corporation or its
175 representative or send a certified copy of the document to the
176 mailing address of such the domestic or foreign corporation or
177 its representative. If the record changes the domestic or
178 foreign corporation’s e-mail address, the department must send
179 such notice to the new e-mail address and to the most recent
180 prior e-mail address. If the record changes the domestic or
181 foreign corporation’s mailing address, the department must send
182 such notice to new the mailing address and to the most recent
183 prior mailing address.
184 (3) If the department of State refuses to file a document,
185 it shall return it to the domestic or foreign corporation or its
186 representative within 15 days after the document was received
187 for filing, together with a brief, written explanation of the
188 reason for refusal.
189 (4) The department’s Department of State’s duty to file
190 documents under this section is ministerial. The filing or
191 refusing to file a document does not:
192 (a) Affect the validity or invalidity of the document in
193 whole or part;
194 (b) Relate to the correctness or incorrectness of
195 information contained in the document; or
196 (c) Create a presumption that the document is valid or
197 invalid or that information contained in the document is correct
198 or incorrect.
199 (5) If not otherwise provided by law and the provisions of
200 this act, the department of State shall determine, by rule, the
201 appropriate format for, number of copies of, manner of execution
202 of, method of electronic transmission of, and amount of and
203 method of payment of fees for, any document placed under its
204 jurisdiction.
205 Section 7. Present subsections (2) and (3) of section
206 620.1206, Florida Statutes, are redesignated as subsections (3)
207 and (4), respectively, and a new subsection (2) is added to that
208 section, to read:
209 620.1206 Delivery to and filing of records by Department of
210 State; effective time and date; notice.—
211 (1) A record authorized or required to be delivered to the
212 Department of State for filing under this act must be captioned
213 to describe the record’s purpose, be in a medium permitted by
214 the Department of State, and be delivered to the Department of
215 State. Unless the Department of State determines that a record
216 does not comply with the filing requirements of this act, and if
217 all filing fees have been paid, the Department of State shall
218 file the record.
219 (2) After filing a record, the Department of State shall
220 send a notice to the email address on file for the limited
221 partnership or foreign limited partnership or the registered
222 agent of such partnership or send a copy of the document to the
223 mailing address of such partnership or registered agent. If the
224 record changes the limited partnership’s or foreign limited
225 partnership’s e-mail address, the Department of State must send
226 such notice to the new e-mail address and to the most recent
227 prior e-mail address. If the record changes the limited
228 partnership or foreign limited partnership’s mailing address,
229 the Department of State must send such notice to the new mailing
230 address and to the most recent prior mailing address.
231 Section 8. Subsection (1) of section 620.1207, Florida
232 Statutes, is amended, and subsection (4) is added to that
233 section, to read:
234 620.1207 Correcting filed record.—
235 (1) A limited partnership or foreign limited partnership
236 may deliver to the Department of State for filing a statement of
237 correction to correct a record previously delivered by the
238 limited partnership or foreign limited partnership to the
239 Department of State and filed by the Department of State, if at
240 the time of filing the record contained false, misleading,
241 fraudulent, or erroneous information or was defectively signed.
242 (4) A statement of correction filed under subsection (1) to
243 correct a record that contains false, misleading, or fraudulent
244 information is not subject to any Department of State fee if
245 delivered to the Department of State within 15 days after the
246 notification of filing sent pursuant to s. 620.1206.
247 Section 9. Subsection (11) is added to section 620.8105,
248 Florida Statutes, to read:
249 620.8105 Execution, filing, and recording of partnership
250 registration and other statements.—
251 (11) After filing a document, the Department of State shall
252 send a notice of the filing to all e-mail address on file for
253 the partnership or limited liability partnership, or the agent
254 of such partnership, or send a copy of the document to the
255 mailing address of such partnership or agent. If the record
256 changes the partnership’s or limited liability partnership’s e
257 mail address, the Department of State must send such notice to
258 the new e-mail address and to the most recent prior e-mail
259 address. If the record changes the partnership or limited
260 liability partnership’s mailing address, the Department of State
261 must send such notice to the new mailing address in and to the
262 most recent mailing address.
263 Section 10. Section 620.81054, Florida Statutes, is created
264 to read:
265 620.81054 Correcting a filed record.—
266 (1) A partnership or limited liability partnership may
267 correct a document filed by the Department of State within 30
268 days after filing if any of the following applies:
269 (a) The document contains an inaccuracy.
270 (b) The document contains false, misleading, or fraudulent
271 information.
272 (c) The document was defectively executed, attested,
273 sealed, verified, or acknowledged.
274 (d) The electronic transmission of the document was
275 defective.
276 (2) A document must be corrected by doing both of the
277 following:
278 (a) Preparing articles of correction that describe the
279 document, including its filing date; specify the inaccuracy or
280 defect to be corrected; and correct the inaccuracy or defect.
281 (b) Delivering the articles of correction to the Department
282 of State for filing, executed in accordance with s. 620.8105.
283 (3) Articles of correction are effective as of the
284 effective date of the document they correct except as to persons
285 relying on the uncorrected document who are adversely affected
286 by the correction. As to those persons, articles of correction
287 are effective when filed.
288 (4) Articles of correction filed to correct false,
289 misleading, or fraudulent information are not subject to any
290 Department of State fee if delivered to the Department of State
291 within 15 days after the notification of filing sent pursuant to
292 s. 620.8105.
293 Section 11. Subsection (3) of section 620.1201, Florida
294 Statutes, is amended to read:
295 620.1201 Formation of limited partnership; certificate of
296 limited partnership.—
297 (3) If there has been substantial compliance with
298 subsection (1), then subject to s. 620.1206(4) s. 620.1206(3), a
299 limited partnership is formed when the Department of State files
300 the certificate of limited partnership.
301 Section 12. Subsections (5) and (8) of section 620.1202,
302 Florida Statutes, are amended to read:
303 620.1202 Amendment or restatement of certificate.—
304 (5) Subject to s. 620.1206(4) s. 620.1206(3), an amendment
305 or restated certificate is effective when filed by the
306 Department of State.
307 (8) A restated certificate of limited partnership shall
308 state, either in its heading or in an introductory paragraph,
309 the limited partnership’s present name, and, if it has been
310 changed, the name under which it was originally filed; the date
311 of filing of its original certificate of limited partnership
312 with the Department of State; and, subject to s. 620.1206(4) s.
313 620.1206(3), the delayed effective date or time, which shall be
314 a date or time certain, of the restated certificate if it is not
315 to be effective upon the filing of the restated certificate. A
316 restated certificate shall also state that it was duly executed
317 and is being filed in accordance with this section. If the
318 restated certificate only restates and integrates and does not
319 further amend the limited partnership’s certificate of limited
320 partnership as theretofore amended or supplemented and there is
321 no discrepancy between those provisions and the restated
322 certificate, it shall state that fact as well.
323 Section 13. Subsection (2) of section 620.1203, Florida
324 Statutes, is amended to read:
325 620.1203 Certificate of dissolution; statement of
326 termination.—
327 (2) If there has been substantial compliance with
328 subsection (1), then subject to s. 620.1206(4) s. 620.1206(3)
329 the dissolution of the limited partnership shall be effective
330 when the Department of State files the certificate of
331 dissolution.
332 Section 14. Subsection (4) of section 620.1812, Florida
333 Statutes, is amended to read:
334 620.1812 Revocation of dissolution.—
335 (4) If there has been substantial compliance with
336 subsection (3), subject to s. 620.1206(4) s. 620.1206(3) the
337 revocation of dissolution is effective when the Department of
338 State files the certificate of revocation of dissolution.
339 Section 15. Subsection (4) of section 620.2108, Florida
340 Statutes, is amended to read:
341 620.2108 Filings required for merger; effective date.—
342 (4) A merger becomes effective under this act:
343 (a) If the surviving organization is a limited partnership,
344 upon the later of:
345 1. Compliance with subsection (3); or
346 2. Subject to s. 620.1206(4) s. 620.1206(3), as specified
347 in the certificate of merger; or
348 (b) If the surviving organization is not a limited
349 partnership, as provided by the governing law of the surviving
350 organization.
351 Section 16. This act shall take effect July 1, 2018.