Florida Senate - 2019                                     SB 738
       
       
        
       By Senator Baxley
       
       
       
       
       
       12-01179-19                                            2019738__
    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. 607.1622, F.S.;
    7         authorizing domestic and foreign corporations to
    8         submit biennial reports to the department; amending s.
    9         607.193, F.S.; making a clarifying change; conforming
   10         a provision to changes made by the act; amending s.
   11         617.1622, F.S.; authorizing domestic and foreign
   12         corporations not for profit to submit biennial reports
   13         to the department; amending s. 620.1210, F.S.;
   14         authorizing domestic and foreign limited partnerships
   15         to submit biennial reports to the department; amending
   16         s. 620.9003, F.S.; authorizing domestic and foreign
   17         limited liability partnerships to submit biennial
   18         reports to the department; amending ss. 605.0114,
   19         605.0211, 605.0714, 605.0715, 605.0908, 605.0909,
   20         606.06, 607.0121, 607.0128, 607.01401, 607.0141,
   21         607.0502, 607.0705, 607.1420, 607.1421, 607.1509,
   22         607.15101, 607.1530, 607.1531, 607.15315, 607.1601,
   23         617.0121, 617.0128, 617.0502, 617.1420, 617.1421,
   24         617.1509, 617.1510, 617.1530, 617.1531, 617.1533,
   25         617.1601, 620.1111, 620.1115, 620.1209, 620.1809,
   26         620.1810, 620.1906, 620.1909, and 622.05, F.S.;
   27         conforming provisions to changes made by the act;
   28         providing an effective date.
   29          
   30  Be It Enacted by the Legislature of the State of Florida:
   31  
   32         Section 1. Section 605.0212, Florida Statutes, is amended
   33  to read:
   34         605.0212 Annual or biennial report for department.—
   35         (1) A limited liability company or a registered foreign
   36  limited liability company shall deliver to the department for
   37  filing an annual or biennial report that states the following:
   38         (a) The name of the limited liability company or, if a
   39  foreign limited liability company, the name under which the
   40  foreign limited liability company is registered to transact
   41  business in this state.
   42         (b) The street address of its principal office and its
   43  mailing address.
   44         (c) The date of its organization and, if a foreign limited
   45  liability company, the jurisdiction of its formation and the
   46  date on which it became qualified to transact business in this
   47  state.
   48         (d) The company’s federal employer identification number
   49  or, if none, whether one has been applied for.
   50         (e) The name, title or capacity, and address of at least
   51  one person who has the authority to manage the company.
   52         (f) Any additional information that is necessary or
   53  appropriate to enable the department to carry out this chapter.
   54         (2) Information in the annual or biennial report must be
   55  current as of the date the report is delivered to the department
   56  for filing.
   57         (3) The first annual report must be delivered to the
   58  department between January 1 and May 1 of the year following the
   59  calendar year in which the limited liability company’s articles
   60  of organization became effective or the foreign limited
   61  liability company obtained a certificate of authority to
   62  transact business in this state. Subsequent annual or biennial
   63  reports must be delivered to the department between January 1
   64  and May 1 of the subsequent calendar years in which the reports
   65  are due each calendar year thereafter. If one or more forms of
   66  annual report are submitted for a calendar year, or if one or
   67  more forms of biennial report are submitted for a biennial
   68  period, the department shall file each of them and make the
   69  information contained in them part of the official record. The
   70  first form of annual report filed in a calendar year shall be
   71  considered the annual report for that calendar year, and each
   72  report filed after that one in the same calendar year shall be
   73  treated as an amended report for that calendar year. The first
   74  form of biennial report filed in a biennial period shall be
   75  considered the biennial report for that biennial period, and
   76  each report filed after that one in the same biennial period
   77  shall be treated as an amended report for that biennial period.
   78         (4) If an annual or biennial report does not contain the
   79  information required in this section, the department shall
   80  promptly notify the reporting limited liability company or
   81  registered foreign limited liability company. If the report is
   82  corrected to contain the information required in subsection (1)
   83  and delivered to the department within 30 days after the
   84  effective date of the notice, it is timely delivered.
   85         (5) If an annual or biennial report contains the name or
   86  address of a registered agent which differs from the information
   87  shown in the records of the department immediately before the
   88  annual or biennial report becomes effective, the differing
   89  information in the annual or biennial report is considered a
   90  statement of change under s. 605.0114.
   91         (6) A limited liability company or foreign limited
   92  liability company that fails to file an annual or biennial
   93  report that complies with the requirements of this section may
   94  not maintain or defend any action in a court of this state until
   95  the report is filed and all fees and penalties due under this
   96  chapter are paid, and shall be subject to dissolution or
   97  cancellation of its certificate of authority to transact
   98  business as provided in this chapter.
   99         (7) The department shall prescribe the forms, which may be
  100  in an electronic format, on which to make the annual or biennial
  101  report called for in this section and may substitute the uniform
  102  business report pursuant to s. 606.06 as a means of satisfying
  103  the requirement of this chapter.
  104         (8) As a condition of a merger under s. 605.1021, each
  105  party to a merger which exists under the laws of this state, and
  106  each party to the merger which exists under the laws of another
  107  jurisdiction and has a certificate of authority to transact
  108  business or conduct its affairs in this state, must be active
  109  and current in filing its annual or biennial reports in the
  110  records of the department through December 31 of the calendar
  111  year in which the articles of merger are submitted to the
  112  department for filing.
  113         (9) As a condition of a conversion of an entity to a
  114  limited liability company under s. 605.1041, the entity, if it
  115  exists under the laws of this state, or if it exists under the
  116  laws of another jurisdiction and has a certificate of authority
  117  to transact business or conduct its affairs in this state, must
  118  be active and current in filing its annual or biennial reports
  119  in the records of the department through December 31 of the
  120  calendar year in which the articles of conversion are submitted
  121  to the department for filing.
  122         (10) As a condition of a conversion of a limited liability
  123  company to another type of entity under s. 605.1041, the limited
  124  liability company converting to the other type of entity must be
  125  active and current in filing its annual or biennial reports in
  126  the records of the department through December 31 of the
  127  calendar year in which the articles of conversion are submitted
  128  to the department for filing.
  129         (11) As a condition of an interest exchange between a
  130  limited liability company and another entity under s. 605.1031,
  131  the limited liability company and each other entity that is a
  132  party to the interest exchange which exists under the laws of
  133  this state, and each party to the interest exchange which exists
  134  under the laws of another jurisdiction and has a certificate of
  135  authority to transact business or conduct its affairs in this
  136  state, must be active and current in filing its annual or
  137  biennial reports in the records of the department through
  138  December 31 of the calendar year in which the articles of
  139  interest exchange are submitted to the department for filing.
  140         Section 2. Section 607.1622, Florida Statutes, is amended
  141  to read:
  142         607.1622 Annual or biennial report for Department of
  143  State.—
  144         (1) Each domestic corporation and each foreign corporation
  145  authorized to transact business in this state shall deliver to
  146  the Department of State for filing a sworn annual or biennial
  147  report on such forms as the Department of State prescribes that
  148  sets forth:
  149         (a) The name of the corporation and the state or country
  150  under the law of which it is incorporated;
  151         (b) The date of incorporation or, if a foreign corporation,
  152  the date on which it was admitted to do business in this state;
  153         (c) The address of its principal office and the mailing
  154  address of the corporation;
  155         (d) The corporation’s federal employer identification
  156  number, if any, or, if none, whether one has been applied for;
  157         (e) The names and business street addresses of its
  158  directors and principal officers;
  159         (f) The street address of its registered office and the
  160  name of its registered agent at that office in this state;
  161         (g) Language permitting a voluntary contribution of $5 per
  162  taxpayer, which contribution shall be transferred into the
  163  Election Campaign Financing Trust Fund. A statement providing an
  164  explanation of the purpose of the trust fund shall also be
  165  included; and
  166         (h) Such additional information as may be necessary or
  167  appropriate to enable the Department of State to carry out the
  168  provisions of this act.
  169         (2) Proof to the satisfaction of the Department of State
  170  that, on or before May 1 of the year the report was due, such
  171  report was deposited in the United States mail in a sealed
  172  envelope, properly addressed with postage prepaid, shall be
  173  deemed compliance with this requirement.
  174         (3) If an annual or biennial report does not contain the
  175  information required by this section, the Department of State
  176  shall promptly notify the reporting domestic or foreign
  177  corporation in writing and return the report to it for
  178  correction. If the report is corrected to contain the
  179  information required by this section and delivered to the
  180  Department of State within 30 days after the effective date of
  181  notice, it is deemed to be timely filed.
  182         (4) Each report shall be executed by the corporation by an
  183  officer or director or, if the corporation is in the hands of a
  184  receiver or trustee, shall be executed on behalf of the
  185  corporation by such receiver or trustee, and the signing thereof
  186  shall have the same legal effect as if made under oath, without
  187  the necessity of appending such oath thereto.
  188         (5) The first annual report must be delivered to the
  189  Department of State between January 1 and May 1 of the year
  190  following the calendar year in which a domestic corporation was
  191  incorporated or a foreign corporation was authorized to transact
  192  business. Subsequent annual or biennial reports must be
  193  delivered to the Department of State between January 1 and May 1
  194  of the subsequent calendar years in which the reports are due.
  195         (6) Information in the annual or biennial report must be
  196  current as of the date the annual report is executed on behalf
  197  of the corporation.
  198         (7) If an additional updated report is received, the
  199  department shall file the document and make the information
  200  contained therein part of the official record.
  201         (8) Any corporation failing to file an annual or biennial
  202  report that which complies with the requirements of this section
  203  shall not be permitted to maintain or defend any action in any
  204  court of this state until such report is filed and all fees and
  205  taxes due under this act are paid and shall be subject to
  206  dissolution or cancellation of its certificate of authority to
  207  do business as provided in this act.
  208         (9) The department shall prescribe the forms on which to
  209  make the annual or biennial report called for in this section
  210  and may substitute the uniform business report, pursuant to s.
  211  606.06, as a means of satisfying the requirement of this part.
  212         Section 3. Paragraph (b) of subsection (2) of section
  213  607.193, Florida Statutes, is amended to read:
  214         607.193 Supplemental corporate fee.—
  215         (2)
  216         (b) In addition to the fees levied under ss. 605.0213,
  217  607.0122, and 620.1109 and the supplemental corporate fee, a
  218  late charge of $400 shall be imposed if the supplemental
  219  corporate fee is remitted after May 1 of the year the fee is due
  220  except in circumstances in which a business entity was
  221  administratively dissolved or its certificate of authority was
  222  revoked due to its failure to file an annual or biennial report
  223  and the entity subsequently applied for reinstatement and paid
  224  the applicable reinstatement fee.
  225         Section 4. Section 617.1622, Florida Statutes, is amended
  226  to read:
  227         617.1622 Annual or biennial report for Department of
  228  State.—
  229         (1) Each domestic and each foreign corporation authorized
  230  to conduct its affairs in this state shall deliver to the
  231  Department of State for filing a sworn annual or biennial
  232  report, on such form as the Department of State prescribes, that
  233  sets forth:
  234         (a) The name of the corporation and the state or country
  235  under the law of which it is incorporated;
  236         (b) The date of incorporation or, if a foreign corporation,
  237  the date on which it was admitted to conduct its affairs in this
  238  state;
  239         (c) The address of the principal office and the mailing
  240  address of the corporation;
  241         (d) The corporation’s federal employer identification
  242  number, if any, or, if none, whether one has been applied for;
  243         (e) The names and business street addresses of its
  244  directors and principal officers;
  245         (f) The street address of its registered office in this
  246  state and the name of its registered agent at that office; and
  247         (g) Such additional information as may be necessary or
  248  appropriate to enable the Department of State to carry out the
  249  provisions of this act.
  250         (2) The deposit of such report, on or before May 1 of the
  251  year the report is due, in the United States mail in a sealed
  252  envelope, properly addressed with postage prepaid, constitutes
  253  compliance with subsection (1).
  254         (3) If an annual or biennial report does not contain the
  255  information required by subsection (1), the Department of State
  256  shall promptly notify the reporting domestic or foreign
  257  corporation in writing and return the report to it for
  258  correction. If the report is corrected to contain the
  259  information required by subsection (1) and delivered to the
  260  Department of State within 30 days after the effective date of
  261  notice, it is deemed to be timely filed.
  262         (4) Each annual or biennial report must be executed by the
  263  corporation by an officer or director or, if the corporation is
  264  in the hands of a receiver or trustee, must be executed on
  265  behalf of the corporation by such receiver or trustee, and the
  266  signing of the annual or biennial report shall have the same
  267  legal effect as if made under oath, without the necessity of
  268  appending such oath thereto.
  269         (5) The first annual report must be delivered to the
  270  Department of State between January 1 and May 1 of the year
  271  following the calendar year in which a domestic corporation was
  272  incorporated or a foreign corporation was authorized to conduct
  273  affairs. Subsequent annual or biennial reports must be delivered
  274  to the Department of State between January 1 and May 1 of the
  275  subsequent calendar years in which the reports are due.
  276         (6) Information in the annual or biennial report must be
  277  current as of the date the annual report is executed on behalf
  278  of the corporation.
  279         (7) If an additional report is received, the department
  280  shall file the document and make the information contained
  281  therein part of the official record.
  282         (8) Any corporation that fails to file an annual or
  283  biennial report which complies with the requirements of this
  284  section may not maintain or defend any action in any court of
  285  this state until such report is filed and all fees and taxes due
  286  under this act are paid, and such corporation is subject to
  287  dissolution or cancellation of its certificate of authority to
  288  conduct its affairs as provided in this act.
  289         (9) The department shall prescribe the forms on which to
  290  make the annual or biennial report called for in this section
  291  and may substitute the uniform business report, pursuant to s.
  292  606.06, as a means of satisfying the requirement of this
  293  section.
  294         Section 5. Section 620.1210, Florida Statutes, is amended
  295  to read:
  296         620.1210 Annual or biennial report for Department of
  297  State.—
  298         (1) A limited partnership or a foreign limited partnership
  299  authorized to transact business in this state shall deliver to
  300  the Department of State for filing an annual or biennial report
  301  that states:
  302         (a) The name of the limited partnership or, if a foreign
  303  limited partnership, the name under which the foreign limited
  304  partnership is registered to transact business in this state.
  305         (b) The street and mailing address of the limited
  306  partnership or foreign limited partnership, the name of its
  307  registered agent in this state, and the street address of its
  308  registered office in this state.
  309         (c) The name and business address of each general partner.
  310  Each general partner that is not an individual must be organized
  311  or otherwise registered with the Department of State as required
  312  by law, must maintain an active status, and must not be
  313  dissolved, revoked, or withdrawn.
  314         (d) Federal Employer Identification number.
  315         (e) Any additional information that is necessary or
  316  appropriate to enable the Department of State to carry out the
  317  provisions of this act.
  318         (2) Information in an annual or biennial report must be
  319  current as of the date the annual report is delivered to the
  320  Department of State for filing.
  321         (3) The first annual report must be delivered to the
  322  Department of State between January 1 and May 1 of the year
  323  following the calendar year in which a limited partnership was
  324  formed or a foreign limited partnership was authorized to
  325  transact business. Subsequent An annual or biennial reports
  326  report must be delivered to the Department of State between
  327  January 1 and May 1 of the each subsequent calendar years in
  328  which the reports are due year.
  329         (4) If an annual or biennial report does not contain the
  330  information required in subsection (1), the Department of State
  331  shall promptly notify the reporting limited partnership or
  332  foreign limited partnership and return the report to it for
  333  correction. If the report is corrected to contain the
  334  information required in subsection (1) and delivered to the
  335  Department of State within 30 days after the effective date of
  336  the notice, it is timely delivered.
  337         (5) If a filed annual or biennial report contains the
  338  address of a designated office, name of a registered agent, or
  339  registered office address which differs from the information
  340  shown in the records of the Department of State immediately
  341  before the filing, the differing information in the annual
  342  report is considered a statement of change under s. 620.1115.
  343         Section 6. Subsections (1), (2), and (3) of section
  344  620.9003, Florida Statutes, are amended to read:
  345         620.9003 Annual or biennial report.—
  346         (1) A limited liability partnership, and a foreign limited
  347  liability partnership authorized to transact business in this
  348  state, shall file an annual or biennial report in the office of
  349  the Secretary of State which contains:
  350         (a) The name of the limited liability partnership and the
  351  state or other jurisdiction under whose laws the foreign limited
  352  liability partnership is formed;
  353         (b) The current street address of the partnership’s chief
  354  executive office and, if different, the current street address
  355  of its principal office in this state, if there is one;
  356         (c) The partnership’s Federal Employer Identification
  357  Number, if any, or, if none, whether one has been applied for;
  358  and
  359         (d) The name and street address of the partnership’s
  360  current agent for service of process, who must be an individual
  361  resident of this state or other person authorized to do business
  362  in this state.
  363         (2) An annual or biennial report must be filed between
  364  January 1 and May 1 of the each year following the calendar year
  365  in which a partnership files a statement of qualification or a
  366  foreign partnership becomes authorized to transact business in
  367  this state. Subsequent annual or biennial reports must be filed
  368  between January 1 and May 1 of the subsequent calendar years in
  369  which the reports are due.
  370         (3) The Department of State may administratively revoke the
  371  statement of qualification of a partnership that fails to file
  372  its annual or biennial report and pay the required filing fee by
  373  5 p.m. Eastern Time on the third Friday in September of the year
  374  the report is due. The Department of State shall serve a 60-day
  375  notice on the limited liability partnership of its intent to
  376  revoke the statement of qualification. If the partnership has
  377  provided the department with an electronic mail address, such
  378  notice shall be by electronic transmission. Revocation for
  379  failure to file an annual or biennial report shall occur on the
  380  fourth Friday in September of the each year the report is due.
  381  The Department of State shall issue a certificate of revocation
  382  of the statement of qualification to each revoked partnership.
  383  Issuance of the certificate of revocation of the statement of
  384  qualification may be by electronic transmission to any
  385  partnership that has provided the department with an electronic
  386  mail address.
  387         Section 7. Subsection (4) of section 605.0114, Florida
  388  Statutes, is amended to read:
  389         605.0114 Change of registered agent or registered office.—
  390         (4) The changes described in this section may also be made
  391  on the limited liability company’s or foreign limited liability
  392  company’s annual or biennial report, in an application for
  393  reinstatement filed with the department under s. 605.0715(1), in
  394  an amendment to or restatement of a company’s articles of
  395  organization in accordance with s. 605.0202, or in an amendment
  396  to a foreign limited liability company’s certificate of
  397  authority in accordance with s. 605.0907.
  398         Section 8. Paragraph (d) of subsection (1) and paragraph
  399  (d) of subsection (2) of section 605.0211, Florida Statutes, are
  400  amended to read:
  401         605.0211 Certificate of status.—
  402         (1) The department, upon request and payment of the
  403  requisite fee, shall issue a certificate of status for a limited
  404  liability company if the records filed in the department show
  405  that the department has accepted and filed the company’s
  406  articles of organization. A certificate of status must state the
  407  following:
  408         (d) If the company’s most recent annual or biennial report
  409  required under s. 605.0212 has not been filed by the department.
  410         (2) The department, upon request and payment of the
  411  requisite fee, shall furnish a certificate of status for a
  412  foreign limited liability company if the records filed show that
  413  the department has filed a certificate of authority. A
  414  certificate of status for a foreign limited liability company
  415  must state the following:
  416         (d) If the foreign limited liability company’s most recent
  417  annual or biennial report required under s. 605.0212 has not
  418  been filed by the department.
  419         Section 9. Paragraph (a) of subsection (1) and subsection
  420  (2) of section 605.0714, Florida Statutes, are amended to read:
  421         605.0714 Administrative dissolution.—
  422         (1) The department may dissolve a limited liability company
  423  administratively if the company does not:
  424         (a) Deliver its annual or biennial report to the department
  425  by 5:00 p.m. Eastern Time on the third Friday in September of
  426  the each year the report is due;
  427         (2) Administrative dissolution of a limited liability
  428  company for failure to file an annual or biennial report must
  429  occur on the fourth Friday in September of the each year the
  430  report is due. The department shall issue a notice in a record
  431  of administrative dissolution to the limited liability company
  432  dissolved for failure to file an annual or biennial report.
  433  Issuance of the notice may be by electronic transmission to a
  434  limited liability company that has provided the department with
  435  an e-mail address.
  436         Section 10. Subsection (2) of section 605.0715, Florida
  437  Statutes, is amended to read:
  438         605.0715 Reinstatement.—
  439         (2) In lieu of the requirement to file an application for
  440  reinstatement as described in subsection (1), an
  441  administratively dissolved limited liability company may submit
  442  all fees and penalties owed by the company at the rates provided
  443  by law at the time the company applies for reinstatement,
  444  together with a current annual or biennial report, signed by
  445  both the registered agent and an authorized representative of
  446  the company, which contains the information described in
  447  subsection (1).
  448         Section 11. Paragraph (a) of subsection (1) and subsection
  449  (2) of section 605.0908, Florida Statutes, are amended to read:
  450         605.0908 Revocation of certificate of authority.—
  451         (1) A certificate of authority of a foreign limited
  452  liability company to transact business in this state may be
  453  revoked by the department if:
  454         (a) The foreign limited liability company does not deliver
  455  its annual or biennial report to the department by 5 p.m.
  456  Eastern Time on the third Friday in September of the each year
  457  the report is due;
  458         (2) Revocation of a foreign limited liability company’s
  459  certificate of authority for failure to file an annual or
  460  biennial report shall occur on the fourth Friday in September of
  461  the each year the report is due. The department shall issue a
  462  notice in a record of the revocation to the revoked foreign
  463  limited liability company. Issuance of the notice may be by
  464  electronic transmission to a foreign limited liability company
  465  that has provided the department with an e-mail address.
  466         Section 12. Subsection (2) of section 605.0909, Florida
  467  Statutes, is amended to read:
  468         605.0909 Reinstatement following revocation of certificate
  469  of authority.—
  470         (2) In lieu of the requirement to file an application for
  471  reinstatement as described in subsection (1), a foreign limited
  472  liability company whose certificate of authority has been
  473  revoked may submit all fees and penalties owed by the company at
  474  the rates provided by law at the time the company applies for
  475  reinstatement, together with a current annual or biennial
  476  report, signed by both the registered agent and an authorized
  477  representative of the company, which contains the information
  478  described in subsection (1).
  479         Section 13. Subsection (2) of section 606.06, Florida
  480  Statutes, is amended to read:
  481         606.06 Uniform business report.—The department may use the
  482  uniform business report:
  483         (2) As a substitute for any annual or biennial report or
  484  renewal filing required by chapters 495, 605, 607, 609, 617,
  485  620, 621, and 865.
  486         Section 14. Paragraph (d) of subsection (1) of section
  487  607.0121, Florida Statutes, is amended to read:
  488         607.0121 Forms.—
  489         (1) The Department of State may prescribe and furnish on
  490  request forms for:
  491         (d) The annual or biennial report, for which the department
  492  may prescribe the use of the uniform business report, pursuant
  493  to s. 606.06.
  494  
  495  If the Department of State so requires, the use of these forms
  496  shall be mandatory.
  497         Section 15. Paragraph (d) of subsection (2) of section
  498  607.0128, Florida Statutes, is amended to read:
  499         607.0128 Certificate of status.—
  500         (2) A certificate of status or authorization sets forth:
  501         (d) That its most recent annual or biennial report required
  502  by s. 607.1622 has been delivered to the department; and
  503         Section 16. Subsection (20) of section 607.01401, Florida
  504  Statutes, is amended to read:
  505         607.01401 Definitions.—As used in this act, unless the
  506  context otherwise requires, the term:
  507         (20) “Principal office” means the office (in or out of this
  508  state) where the principal executive offices of a domestic or
  509  foreign corporation are located as designated in the articles of
  510  incorporation or other initial filing until an annual or
  511  biennial report has been filed, and thereafter as designated in
  512  the annual or biennial report.
  513         Section 17. Paragraph (b) of subsection (4) of section
  514  607.0141, Florida Statutes, is amended to read:
  515         607.0141 Notice.—
  516         (4) Written notice to a domestic or foreign corporation
  517  authorized to transact business in this state may be addressed:
  518         (b) To the corporation or its secretary at its principal
  519  office or electronic mail address as authorized and shown in its
  520  most recent annual or biennial report or, in the case of a
  521  corporation that has not yet delivered an annual or biennial
  522  report, in a domestic corporation’s articles of incorporation or
  523  in a foreign corporation’s application for certificate of
  524  authority.
  525         Section 18. Subsections (2) and (4) of section 607.0502,
  526  Florida Statutes, are amended to read:
  527         607.0502 Change of registered office or registered agent;
  528  resignation of registered agent.—
  529         (2) Any registered agent may resign his or her agency
  530  appointment by signing and delivering for filing with the
  531  Department of State a statement of resignation and mailing a
  532  copy of such statement to the corporation at its principal
  533  office address shown in its most recent annual or biennial
  534  report or, if none, filed in the articles of incorporation or
  535  other most recently filed document. The statement of resignation
  536  shall state that a copy of such statement has been mailed to the
  537  corporation at the address so stated. The agency is terminated
  538  as of the 31st day after the date on which the statement was
  539  filed and unless otherwise provided in the statement,
  540  termination of the agency acts as a termination of the
  541  registered office.
  542         (4) Changes of the registered office or registered agent
  543  may be made by a change on the corporation’s annual or biennial
  544  report form filed with the Department of State.
  545         Section 19. Subsection (5) of section 607.0705, Florida
  546  Statutes, is amended to read:
  547         607.0705 Notice of meeting.—
  548         (5) Notwithstanding the foregoing, no notice of a
  549  shareholders’ meeting need be given to a shareholder if:
  550         (a) An annual or biennial report and proxy statements for
  551  two consecutive annual meetings of shareholders or
  552         (b) All, and at least two checks in payment of dividends or
  553  interest on securities during a 12-month period,
  554  
  555  have been sent by first-class United States mail, addressed to
  556  the shareholder at her or his address as it appears on the share
  557  transfer books of the corporation, and returned undeliverable.
  558  The obligation of the corporation to give notice of a
  559  shareholders’ meeting to any such shareholder shall be
  560  reinstated once the corporation has received a new address for
  561  such shareholder for entry on its share transfer books.
  562         Section 20. Paragraph (a) of subsection (1) of section
  563  607.1420, Florida Statutes, is amended to read:
  564         607.1420 Grounds for administrative dissolution.—
  565         (1) The Department of State may commence a proceeding under
  566  s. 607.1421 to administratively dissolve a corporation if:
  567         (a) The corporation has failed to file its annual or
  568  biennial report and pay the annual or biennial report filing fee
  569  by 5 p.m. Eastern Time on the third Friday in September of the
  570  year the report is due;
  571         Section 21. Subsection (1) of section 607.1421, Florida
  572  Statutes, is amended to read:
  573         607.1421 Procedure for and effect of administrative
  574  dissolution.—
  575         (1) If the Department of State determines that one or more
  576  grounds exist under s. 607.1420 for dissolving a corporation, it
  577  shall serve the corporation with notice of its intention to
  578  administratively dissolve the corporation. If the corporation
  579  has provided the department with an electronic mail address,
  580  such notice shall be by electronic transmission. Administrative
  581  dissolution for failure to file an annual or biennial report
  582  shall occur on the fourth Friday in September of the each year
  583  the report is due. The Department of State shall issue a
  584  certificate of dissolution to each dissolved corporation.
  585  Issuance of the certificate of dissolution may be by electronic
  586  transmission to any corporation that has provided the department
  587  with an electronic mail address.
  588         Section 22. Subsection (1) of section 607.1509, Florida
  589  Statutes, is amended to read:
  590         607.1509 Resignation of registered agent of foreign
  591  corporation.—
  592         (1) The registered agent of a foreign corporation may
  593  resign his or her agency appointment by signing and delivering
  594  to the Department of State for filing a statement of resignation
  595  and mailing a copy of such statement to the corporation at the
  596  corporation’s principal office address shown in its most recent
  597  annual or biennial report or, if none, shown in its application
  598  for a certificate of authority or other most recently filed
  599  document. The statement of resignation must state that a copy of
  600  such statement has been mailed to the corporation at the address
  601  so stated. The statement of resignation may include a statement
  602  that the registered office is also discontinued.
  603         Section 23. Subsection (2) of section 607.15101, Florida
  604  Statutes, is amended to read:
  605         607.15101 Service of process, notice, or demand on a
  606  foreign corporation.—
  607         (2) A foreign corporation may be served by registered or
  608  certified mail, return receipt requested, addressed to the
  609  secretary of the foreign corporation at its principal office
  610  shown in its application for a certificate of authority or in
  611  its most recent annual or biennial report if the foreign
  612  corporation:
  613         (a) Has no registered agent or its registered agent cannot
  614  with reasonable diligence be served;
  615         (b) Has withdrawn from transacting business in this state
  616  under s. 607.1520; or
  617         (c) Has had its certificate of authority revoked under s.
  618  607.1531.
  619         Section 24. Subsection (1) of section 607.1530, Florida
  620  Statutes, is amended to read:
  621         607.1530 Grounds for revocation of authority to transact
  622  business.—The Department of State may commence a proceeding
  623  under s. 607.1531 to revoke the certificate of authority of a
  624  foreign corporation authorized to transact business in this
  625  state if:
  626         (1) The foreign corporation has failed to file its annual
  627  or biennial report with the Department of State by 5 p.m.
  628  Eastern Time on the third Friday in September of the year the
  629  report is due.
  630         Section 25. Subsection (1) of section 607.1531, Florida
  631  Statutes, is amended to read:
  632         607.1531 Procedure for and effect of revocation.—
  633         (1) If the Department of State determines that one or more
  634  grounds exist under s. 607.1530 for revocation of a certificate
  635  of authority, the Department of State shall serve the foreign
  636  corporation with notice of its intent to revoke the foreign
  637  corporation’s certificate of authority. If the foreign
  638  corporation has provided the department with an electronic mail
  639  address, such notice shall be by electronic transmission.
  640  Revocation for failure to file an annual or biennial report
  641  shall occur on the fourth Friday in September of the each year
  642  the report is due. The department shall issue a certificate of
  643  revocation to each revoked corporation. Issuance of the
  644  certificate of revocation may be by electronic transmission to
  645  any corporation that has provided the department with an
  646  electronic mail address.
  647         Section 26. Paragraph (b) of subsection (1) of section
  648  607.15315, Florida Statutes, is amended to read:
  649         607.15315 Revocation; application for reinstatement.—
  650         (1)
  651         (b) As an alternative, the foreign corporation may submit a
  652  current annual or biennial report, signed by the registered
  653  agent and an officer or director, which substantially complies
  654  with the requirements of paragraph (a).
  655         Section 27. Paragraph (g) of subsection (5) of section
  656  607.1601, Florida Statutes, is amended to read:
  657         607.1601 Corporate records.—
  658         (5) A corporation shall keep a copy of the following
  659  records:
  660         (g) Its most recent annual or biennial report delivered to
  661  the Department of State under s. 607.1622.
  662         Section 28. Paragraph (d) of subsection (1) of section
  663  617.0121, Florida Statutes, is amended to read:
  664         617.0121 Forms.—
  665         (1) The Department of State may prescribe and furnish on
  666  request forms for:
  667         (d) The annual or biennial report, for which the department
  668  may prescribe the use of the uniform business report, pursuant
  669  to s. 606.06.
  670  
  671  If the Department of State so requires, the use of these forms
  672  shall be mandatory.
  673         Section 29. Paragraph (d) of subsection (2) of section
  674  617.0128, Florida Statutes, is amended to read:
  675         617.0128 Certificate of status.—
  676         (2) A certificate of status or authorization sets forth:
  677         (d) That its most recent annual or biennial report required
  678  by s. 617.1622 has been delivered to the department; and
  679         Section 30. Subsections (2) and (4) of section 617.0502,
  680  Florida Statutes, are amended to read:
  681         617.0502 Change of registered office or registered agent;
  682  resignation of registered agent.—
  683         (2) Any registered agent may resign his or her agency
  684  appointment by signing and delivering for filing with the
  685  Department of State a statement of resignation and mailing a
  686  copy of such statement to the corporation at its principal
  687  office address shown in its most recent annual or biennial
  688  report or, if none, filed in the articles of incorporation or
  689  other most recently filed document. The statement of resignation
  690  shall state that a copy of such statement has been mailed to the
  691  corporation at the address so stated. The agency is terminated
  692  as of the 31st day after the date on which the statement was
  693  filed and unless otherwise provided in the statement,
  694  termination of the agency acts as a termination of the
  695  registered office.
  696         (4) Changes of the registered office or registered agent
  697  may be made by a change on the corporation’s annual or biennial
  698  report form filed with the Department of State.
  699         Section 31. Paragraph (a) of subsection (1) of section
  700  617.1420, Florida Statutes, is amended to read:
  701         617.1420 Grounds for administrative dissolution.—
  702         (1) The Department of State may commence a proceeding under
  703  s. 617.1421 to administratively dissolve a corporation if:
  704         (a) The corporation has failed to file its annual or
  705  biennial report and pay the annual report filing fee by 5 p.m.
  706  Eastern Time on the third Friday in September of the year the
  707  report is due;
  708         Section 32. Subsection (1) of section 617.1421, Florida
  709  Statutes, is amended to read:
  710         617.1421 Procedure for and effect of administrative
  711  dissolution.—
  712         (1) If the Department of State determines that one or more
  713  grounds exist under s. 617.1420 for administratively dissolving
  714  a corporation, it shall serve the corporation with notice of its
  715  intent under s. 617.0504(2) to administratively dissolve the
  716  corporation. If the corporation has provided the department with
  717  an electronic mail address, such notice shall be by electronic
  718  transmission. Administrative dissolution for failure to file an
  719  annual or biennial report shall occur on the fourth Friday in
  720  September of the each year the report is due. The Department of
  721  State shall issue a certificate of dissolution to each dissolved
  722  corporation. Issuance of the certificate of dissolution may be
  723  by electronic transmission to any corporation that has provided
  724  the department with an electronic mail address.
  725         Section 33. Subsection (1) of section 617.1509, Florida
  726  Statutes, is amended to read:
  727         617.1509 Resignation of registered agent of foreign
  728  corporation.—
  729         (1) The registered agent of a foreign corporation may
  730  resign his or her agency appointment by signing and delivering
  731  to the Department of State for filing a statement of resignation
  732  and mailing a copy of such statement to the corporation at the
  733  corporation’s principal office address shown in its most recent
  734  annual or biennial report or, if none, shown in its application
  735  for a certificate of authority or other most recently filed
  736  document. The statement of resignation must state that a copy of
  737  such statement has been mailed to the corporation at the address
  738  so stated. The statement of resignation may include a statement
  739  that the registered office is also discontinued.
  740         Section 34. Subsection (2) of section 617.1510, Florida
  741  Statutes, is amended to read:
  742         617.1510 Service of process, notice, or demand on a foreign
  743  corporation.—
  744         (2) A foreign corporation may be served by registered or
  745  certified mail, return receipt requested, addressed to the
  746  secretary of the foreign corporation at its principal office
  747  shown in its application for a certificate of authority or in
  748  its most recent annual or biennial report if the foreign
  749  corporation:
  750         (a) Has no registered agent or its registered agent cannot
  751  with reasonable diligence be served;
  752         (b) Has withdrawn from conducting its affairs in this state
  753  under s. 617.1520; or
  754         (c) Has had its certificate of authority revoked under s.
  755  617.1531.
  756         Section 35. Subsection (1) of section 617.1530, Florida
  757  Statutes, is amended to read:
  758         617.1530 Grounds for revocation of authority to conduct
  759  affairs.—The Department of State may commence a proceeding under
  760  s. 617.1531 to revoke the certificate of authority of a foreign
  761  corporation authorized to conduct its affairs in this state if:
  762         (1) The foreign corporation has failed to file its annual
  763  or biennial report with the Department of State by 5 p.m.
  764  Eastern Time on the third Friday in September of the year the
  765  report is due.
  766         Section 36. Subsection (1) of section 617.1531, Florida
  767  Statutes, is amended to read:
  768         617.1531 Procedure for and effect of revocation.—
  769         (1) If the Department of State determines that one or more
  770  grounds exist under s. 617.1530 for revocation of a certificate
  771  of authority, the Department of State shall serve the foreign
  772  corporation with notice of its intent to revoke the foreign
  773  corporation’s certificate of authority. If the foreign
  774  corporation has provided the department with an electronic mail
  775  address, such notice shall be by electronic transmission.
  776  Revocation for failure to file an annual or biennial report
  777  shall occur on the fourth Friday in September of the each year
  778  the report is due. The Department of State shall issue a
  779  certificate of revocation to each revoked corporation. Issuance
  780  of the certificate of revocation may be by electronic
  781  transmission to any foreign corporation that has provided the
  782  department with an electronic mail address.
  783         Section 37. Paragraph (b) of subsection (1) of section
  784  617.1533, Florida Statutes, is amended to read:
  785         617.1533 Reinstatement following revocation.—
  786         (1)
  787         (b) In the alternative, the foreign corporation may submit
  788  a current annual or biennial report, signed by the registered
  789  agent and an officer or director, which substantially complies
  790  with the requirements of paragraph (a).
  791         Section 38. Paragraph (f) of subsection (5) of section
  792  617.1601, Florida Statutes, is amended to read:
  793         617.1601 Corporate records.—
  794         (5) A corporation shall keep a copy of the following
  795  records:
  796         (f) Its most recent annual or biennial report delivered to
  797  the Department of State under s. 617.1622.
  798         Section 39. Subsection (7) of section 620.1111, Florida
  799  Statutes, is amended to read:
  800         620.1111 Required information.—A limited partnership shall
  801  maintain at its designated office the following information:
  802         (7) A copy of the three most recent annual reports or the
  803  two most recent biennial reports delivered by the limited
  804  partnership to the Department of State pursuant to s. 620.1210.
  805         Section 40. Subsection (3) of section 620.1115, Florida
  806  Statutes, is amended to read:
  807         620.1115 Change of registered agent or registered office.—
  808         (3) The changes described in this section may also be made
  809  on the limited partnership or foreign limited partnership’s
  810  annual or biennial report filed with the Department of State.
  811         Section 41. Paragraph (d) of subsection (1) and paragraph
  812  (d) of subsection (2) of section 620.1209, Florida Statutes, are
  813  amended to read:
  814         620.1209 Certificate of status.—
  815         (1) The Department of State, upon request and payment of
  816  the requisite fee, shall furnish a certificate of status for a
  817  limited partnership if the records filed in the Department of
  818  State show that the Department of State has filed a certificate
  819  of limited partnership. A certificate of status must state:
  820         (d) Whether the limited partnership’s most recent annual or
  821  biennial report required by s. 620.1210 has been filed by the
  822  Department of State.
  823         (2) The Department of State, upon request and payment of
  824  the requisite fee, shall furnish a certificate of status for a
  825  foreign limited partnership if the records filed in the
  826  Department of State show that the Department of State has filed
  827  a certificate of authority. A certificate of status must state:
  828         (d) Whether the foreign limited partnership’s most recent
  829  annual or biennial report required by s. 620.1210 has been filed
  830  by the Department of State.
  831         Section 42. Paragraph (b) of subsection (1) and subsection
  832  (2) of section 620.1809, Florida Statutes, are amended to read:
  833         620.1809 Administrative dissolution.—
  834         (1) The Department of State may dissolve a limited
  835  partnership administratively if the limited partnership does
  836  not:
  837         (b) Deliver its annual or biennial report to the Department
  838  of State by 5 p.m. Eastern Time on the third Friday in September
  839  of the year the report is due;
  840         (2) If the Department of State determines that a ground
  841  exists for administratively dissolving a limited partnership,
  842  the Department of State shall serve notice on the limited
  843  partnership of its intent to administratively dissolve the
  844  limited partnership. If the limited partnership has provided the
  845  department with an electronic mail address, such notice shall be
  846  by electronic transmission. Administrative dissolution for
  847  failure to file an annual or biennial report shall occur on the
  848  fourth Friday in September of the each year the report is due.
  849  The Department of State shall issue a certificate of dissolution
  850  to each dissolved limited partnership. Issuance of the
  851  certificate of dissolution may be by electronic transmission to
  852  any limited partnership that has provided the department with an
  853  electronic mail address.
  854         Section 43. Subsections (2) and (3) of section 620.1810,
  855  Florida Statutes, are amended to read:
  856         620.1810 Reinstatement following administrative
  857  dissolution.—
  858         (2) As an alternative to submitting the form of
  859  reinstatement referred to in subsection (1), the limited
  860  partnership may submit a current annual or biennial report,
  861  signed by its registered agent and a general partner, which
  862  contains the same information described in subsection (1).
  863         (3) If the Department of State determines that the
  864  application for reinstatement, or current annual or biennial
  865  report described in subsection (2), contains the information
  866  required by subsection (1) and that the information is correct,
  867  the Department of State shall reinstate the limited partnership.
  868         Section 44. Paragraph (b) of subsection (1) and subsection
  869  (2) of section 620.1906, Florida Statutes, are amended to read:
  870         620.1906 Revocation of certificate of authority.—
  871         (1) A certificate of authority of a foreign limited
  872  partnership to transact business in this state may be revoked by
  873  the Department of State in the manner provided in subsections
  874  (2) and (3) if the foreign limited partnership does not:
  875         (b) Deliver its annual or biennial report to the Department
  876  of State by 5 p.m. Eastern Time on the third Friday in September
  877  of the year the report is due;
  878         (2) If the Department of State determines that one or more
  879  grounds exist under this section for revocation of a foreign
  880  limited partnership, it shall notify the foreign limited
  881  partnership of its intent to revoke the foreign limited
  882  partnership’s certificate of authority. If the foreign limited
  883  partnership has provided the department with an electronic mail
  884  address, such notice shall be by electronic transmission.
  885  Revocation for failure to file an annual or biennial report
  886  shall occur on the fourth Friday in September of the each year
  887  the report is due. The Department of State shall issue a
  888  certificate of revocation to each revoked foreign limited
  889  partnership. Issuance of the certificate of revocation may be by
  890  electronic transmission to any foreign limited partnership that
  891  has provided the department with an electronic mail address.
  892         Section 45. Subsections (2) and (3) of section 620.1909,
  893  Florida Statutes, are amended to read:
  894         620.1909 Reinstatement following administrative
  895  revocation.—
  896         (2) As an alternative to submitting the form of
  897  reinstatement referred to in subsection (1), the foreign limited
  898  partnership may submit a current annual or biennial report,
  899  signed by its registered agent and a general partner, which
  900  contains the same information described in subsection (1).
  901         (3) If the Department of State determines that the
  902  application for reinstatement or the current annual or biennial
  903  report described in subsection (2) contains the information
  904  required by subsection (1) and that the information is correct,
  905  it shall reinstate the foreign limited partnership’s certificate
  906  of authority.
  907         Section 46. Section 622.05, Florida Statutes, is amended to
  908  read:
  909         622.05 Annual and biennial reports.—Every association shall
  910  comply with all requirements of law, including but not limited
  911  to the paying of all fees, taxes, and other charges, now or
  912  hereafter prescribed for the filing of annual or biennial
  913  reports by foreign corporations for profit qualified to transact
  914  business in this state, except railroad, pullman, telephone,
  915  telegraph, and insurance companies, and all laws heretofore or
  916  hereafter enacted with respect to such reports shall apply to
  917  and govern and control all associations.
  918         Section 47. This act shall take effect July 1, 2019.