Florida Senate - 2017                        COMMITTEE AMENDMENT
       Bill No. SB 346
                              LEGISLATIVE ACTION                        
                    Senate             .             House              
                  Comm: RCS            .                                
                  02/21/2017           .                                

       The Committee on Commerce and Tourism (Stargel) recommended the
    1         Senate Amendment (with title amendment)
    3         Delete everything after the enacting clause
    4  and insert:
    5         Section 1. Section 865.09, Florida Statutes, is reordered
    6  and amended to read:
    7         865.09 Fictitious name registration.—
    8         (1) SHORT TITLE.—This section may be cited as the
    9  “Fictitious Name Act.”
   10         (2) DEFINITIONS.—As used in this section, the term:
   11         (c)(a) “Fictitious name” means any name under which a
   12  person transacts business in this state, other than the person’s
   13  legal name.
   14         (a)(b) “Business” means any enterprise or venture in which
   15  a person sells, buys, exchanges, barters, deals, or represents
   16  the dealing in any thing or article of value, or renders
   17  services for compensation.
   18         (b)(c) “Division” means the Division of Corporations of the
   19  Department of State.
   20         (d)“Registrant” means a person who registers a fictitious
   21  name with the division.
   22         (3) REGISTRATION.—
   23         (a) A person may not engage in business under a fictitious
   24  name unless the person first registers the name with the
   25  division by filing a registration sworn statement listing:
   26         1.(a) The name to be registered.
   27         2.(b) The mailing address of the business.
   28         3.(c) The name and address of each registrant owner and, if
   29  a corporation, its federal employer’s identification number and
   30  Florida incorporation or registration number.
   31         4.If the registrant is a business entity that was required
   32  to file incorporation or similar documents with its state of
   33  organization when it was organized, such entity must be
   34  registered with the division and in active status with the
   35  division, provide its incorporation number, and provide its
   36  federal employer identification number if the entity has such a
   37  number.
   38         5.(d) Certification by at least one registrant the
   39  applicant that the intention to register such fictitious name
   40  has been advertised at least once in a newspaper as defined in
   41  chapter 50 in the county in which where the principal place of
   42  business of the registrant is or applicant will be located.
   43         6.(e) Any other information the division may reasonably
   44  deem necessary to adequately inform other governmental agencies
   45  and the public as to the registrant persons so conducting
   46  business.
   47         (b) Such registration statement shall be accompanied by the
   48  applicable processing fees and any other taxes or penalties owed
   49  to the state.
   50         (c)If the registrant is a general partnership that is not
   51  registered with the division, its partners are the registrants
   52  and not the partnership entity. If the registrant is a general
   53  partnership that is registered with the division, the
   54  partnership is the registrant and it must be in active status
   55  with the division.
   57  a registrant ceases to engage in business under a registered
   58  fictitious name, such registrant the ownership of a business
   59  registered under this section changes, the owner of record with
   60  the division shall file a cancellation with the division and
   61  reregistration that meets the requirements set forth in
   62  subsection (3) within 30 days after the cessation occurs the
   63  occurrence of such change. If such cessation is in connection
   64  with a transfer of the business and, as a result, a new person
   65  will engage in business under the registered fictitious name,
   66  such new person may reregister the name pursuant to subsection
   67  (3) at the same time as the cancellation is filed.
   68         (5) TERM.—
   69         (a) A fictitious name registered under this section shall
   70  be valid for a period beginning on the date of registration and
   71  expiring on December 31 of the 5th calendar year thereafter,
   72  counting the period from registration through December 31 of the
   73  year of registration as the first calendar year.
   74         (b)Each renewal under subsection (6) is valid for a period
   75  of 5 years beginning on January 1 of the year following the
   76  prior registration expiration date and expiring of 5 years and
   77  expires on December 31 of the 5th calendar year.
   78         (6) RENEWAL.—
   79         (a) Renewal of a fictitious name registration shall occur
   80  on or after January 1 and on or before December 31 of the
   81  expiration year. Upon timely filing of a renewal statement, the
   82  effectiveness of the name registration is continued for 5 years
   83  as provided in subsection (5).
   84         (b) In the last year that a of the registration is to
   85  expire, the division shall notify the owner or registrant of the
   86  fictitious name registration of the upcoming expiration of the
   87  fictitious name no later than September 1. If the owner or
   88  registrant of the fictitious name has provided the division
   89  department with an electronic mail address, such notice shall be
   90  by electronic transmission.
   91         (c) If a registrant the owner of the fictitious name
   92  registration fails to timely file a renewal and pay the
   93  appropriate processing fees prior to December 31 of the year of
   94  expiration, the fictitious name registration expires. The
   95  division shall remove any expired or canceled fictitious name
   96  registration from its records and may purge such registrations.
   97  Failure to receive the notice statement of expiration renewal
   98  required by paragraph (b) does shall not constitute grounds for
   99  appeal of a registration’s expiration or removal from the
  100  division’s records.
  101         (d)If a registered fictitious name is prohibited by
  102  subsection (14) at the time of renewal, the fictitious name may
  103  not be renewed.
  104         (7) EXEMPTIONS.—A business formed by an attorney actively
  105  licensed to practice law in this state, by a person actively
  106  licensed by the Department of Business and Professional
  107  Regulation or the Department of Health for the purpose of
  108  practicing his or her licensed profession, or by any
  109  corporation, limited liability company, partnership, or other
  110  business commercial entity that is actively organized or
  111  registered and in active status with the division Department of
  112  State is not required to register its name pursuant to this
  113  section, unless the name under which business is to be conducted
  114  differs from the name as licensed or registered.
  115         (8) EFFECT OF REGISTRATION.—Notwithstanding the provisions
  116  of any other law, registration under this section is for public
  117  notice only, and does not give gives rise to a no presumption of
  118  the registrant’s rights to own or use the name registered, nor
  119  does it affect trademark, service mark, trade name, or corporate
  120  or other business entity name rights previously acquired by
  121  others in the same or a similar name. Registration under this
  122  section does not reserve a fictitious name against future use.
  123         (9) PENALTIES.—
  124         (a) If a business fails to comply with this section, the
  125  business or the person or persons engaging in the, its members,
  126  and those interested in doing such business may not maintain any
  127  action, suit, or proceeding in any court of this state with
  128  respect to or on behalf of such business until this section is
  129  complied with. An action, suit, or proceeding may not be
  130  maintained in any court of this state by any successor or
  131  assignee of such business on any right, claim, or demand arising
  132  out of the transaction of business by such business in this
  133  state until this section has been complied with.
  134         (b) The failure of a business to comply with this section
  135  does not impair the validity of any contract, deed, mortgage,
  136  security interest, lien, or act of such business and does not
  137  prevent such business from defending any action, suit, or
  138  proceeding in any court of this state. However, a party
  139  aggrieved by a noncomplying business may be awarded reasonable
  140  attorney attorney’s fees and court costs necessitated by the
  141  noncomplying business.
  142         (c) Any person who fails to comply with this section
  143  commits a noncriminal violation as defined in s. 775.08
  144  misdemeanor of the second degree, punishable as provided in s.
  145  775.082 or s. 775.083.
  146         (10) POWERS OF DIVISION DEPARTMENT.—The division Department
  147  of State is granted the power reasonably necessary to enable it
  148  to administer this section efficiently and, to perform the
  149  duties herein imposed upon it.
  150         (11) FORMS.—Registration, cancellation, and renewal shall
  151  be made on forms prescribed by the division Department of State,
  152  which may include the uniform business report, pursuant to s.
  153  606.06, as a means of satisfying the requirement of this
  154  section.
  155         (12) PROCESSING FEES.—The division Department of State
  156  shall charge and collect nonrefundable processing fees as
  157  follows:
  158         (a) For registration of a fictitious name, $50.
  159         (b) For cancellation or for cancellation and reregistration
  160  of a fictitious name, $50.
  161         (c) For renewal of a fictitious name registration, $50.
  162         (d) For furnishing a certified copy of a fictitious name
  163  registration document, $30.
  164         (e) For furnishing a certificate of status, $10.
  165         (13) DEPOSIT OF FUNDS.—All funds required to be paid to the
  166  division Department of State pursuant to this section shall be
  167  collected and deposited into the General Revenue Fund.
  168         (14) PROHIBITION.—A fictitious name registered as provided
  169  in this section may not contain the following words,
  170  abbreviations, or designations:
  171         (a) “Corporation,or “incorporated,” or the abbreviations
  172  “Corp.,” or “Inc.,” unless the person or business for which the
  173  name is registered is incorporated or has obtained a certificate
  174  of authority to transact business in this state pursuant to part
  175  I of chapter 607 or chapter 617.
  176         (b)“Limited liability company,” “LLC,” or “L.L.C.,” unless
  177  the person or business for which the name is registered is
  178  organized as a limited liability company or has obtained a
  179  certificate of authority to transact business in this state
  180  pursuant to chapter 605.
  181         (c)“Limited liability partnership,” “LLP,” or “L.L.P.,”
  182  unless the person or business for which the name is registered
  183  is organized as a limited liability partnership or has in effect
  184  a statement of foreign qualification in this state pursuant to
  185  ss. 620.81001-620.9902.
  186         (d)“Limited partnership,” “limited liability limited
  187  partnership,” “LP,” “L.P.,” “LLLP,” or “L.L.L.P.,” unless the
  188  person or business for which the name is registered is organized
  189  as a limited partnership or has obtained a certificate of
  190  authority to transact business in this state pursuant to ss.
  191  620.1101-620.2205.
  192         (e)“Professional association,” “P.A.,” or “chartered,”
  193  unless the person or business for which the name is registered
  194  is organized as a professional corporation pursuant to chapter
  195  621, or is organized as a professional corporation pursuant to a
  196  similar law of another jurisdiction and has obtained a
  197  certificate of authority to transact business in this state
  198  pursuant to chapter 607.
  199         (f)“Professional limited liability company,” “PLLC,”
  200  “P.L.L.C.,” “PL,” or “P.L.,” unless the person or business for
  201  which the name is registered is organized as a professional
  202  limited liability company pursuant to chapter 621, or is
  203  organized as a professional limited liability company pursuant
  204  to a similar law of another jurisdiction and has obtained a
  205  certificate of authority to transact business in this state
  206  pursuant to chapter 605.
  207         (15) LEGAL DESIGNATION OF ENTITY.—Notwithstanding any other
  208  provision of law to the contrary, a fictitious name registered
  209  as provided in this section for a corporation, limited liability
  210  company, limited liability partnership, or limited partnership
  211  is not required to contain the designation of the type of legal
  212  entity in which the person or business is organized, including
  213  the terms “corporation,” “limited liability company,” “limited
  214  liability partnership,” “limited partnership,” or any
  215  abbreviation or derivative thereof.
  216         Section 2. This act shall take effect July 1, 2017.
  218  ================= T I T L E  A M E N D M E N T ================
  219  And the title is amended as follows:
  220         Delete everything before the enacting clause
  221  and insert:
  222                        A bill to be entitled                      
  223         An act relating to fictitious name registration;
  224         reordering and amending s. 865.09, F.S.; defining the
  225         term “registrant”; revising the information required
  226         to register a fictitious name; revising requirements
  227         for a change in registration; revising provisions
  228         concerning the expiration of a registration;
  229         prohibiting a renewal of a registration if the
  230         registered fictitious name is prohibited by specified
  231         provisions; specifying additional forms of business
  232         organization that may not be required to register
  233         under certain circumstances; revising provisions
  234         concerning penalties for violations; specifying that
  235         certain powers previously granted to the Department of
  236         State are granted to the Division of Corporations;
  237         specifying additional terms that may not be included
  238         in a fictitious name; providing an effective date.