Florida Senate - 2018 COMMITTEE AMENDMENT
Bill No. SB 610
Ì8066548Î806654
LEGISLATIVE ACTION
Senate . House
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Appropriations Subcommittee on Transportation, Tourism, and
Economic Development (Young) recommended the following:
1 Senate Amendment (with title amendment)
2
3 Delete everything after the enacting clause
4 and insert:
5 Section 1. Subsection (1) of section 605.0209, Florida
6 Statutes, is amended, and subsection (5) is added to that
7 section, to read:
8 605.0209 Correcting filed record.—
9 (1) A person on whose behalf a filed record was delivered
10 to the department for filing may correct the record if any of
11 the following applies:
12 (a) The record at the time of filing was inaccurate.;
13 (b) The record was defectively signed.; or
14 (c) The electronic transmission of the record to the
15 department was defective.
16 (d) The record contains false, misleading, or fraudulent
17 information.
18 (5) A statement of correction filed to correct false,
19 misleading, or fraudulent information is not subject to any
20 department fee if the statement of correction is delivered to
21 the department within 15 days after the notification of filing
22 sent pursuant to s. 605.0210.
23 Section 2. Subsection (2) of section 605.0210, Florida
24 Statutes is amended to read:
25 605.0210 Duty of department to file; review of refusal to
26 file; transmission of information by department.—
27 (2) After filing a record, the department shall send notice
28 deliver an acknowledgment of the filing to the e-mail address on
29 file for the entity or its authorized representative or shall
30 send a or certified copy of the document to the mailing address
31 of such entity the company or foreign limited liability company
32 or its authorized representative. If the record changes the
33 entity’s e-mail address, the department must send such notice to
34 the new e-mail address and to the most recent prior e-mail
35 address. If the record changes the entity’s mailing address, the
36 department must send such notice to the new mailing address and
37 to the most recent prior mailing address.
38 Section 3. Subsection (1) of section 607.0124, Florida
39 Statutes, is amended, and subsection (4) is added to that
40 section, to read:
41 607.0124 Correcting filed document.—
42 (1) A domestic or foreign corporation may correct a
43 document filed by the Department of State within 30 days after
44 filing if the document if any of the following applies:
45 (a) The document contains an inaccuracy.;
46 (b) The document contains false, misleading, or fraudulent
47 information.
48 (c)(b) The document was defectively executed, attested,
49 sealed, verified, or acknowledged.; or
50 (d)(c) The electronic transmission of the document was
51 defective.
52 (4) Articles of correction filed to correct false,
53 misleading, or fraudulent information are not subject to any
54 Department of State fee if the articles of correction are
55 delivered to the Department of State within 15 days after the
56 notification of filing sent pursuant to s. 607.0125(2).
57 Section 4. Subsection (2) of section 607.0125, Florida
58 Statutes, is amended to read:
59 607.0125 Filing duties of Department of State.—
60 (2) The Department of State files a document by recording
61 it as filed on the date of receipt. After filing a document, the
62 Department of State shall send a notice of the filing to the e
63 mail address on file for the entity or its representative or a
64 deliver an acknowledgment or certified copy of the document to
65 the mailing address such entity or the domestic or foreign
66 corporation or its representative. If the record changes the
67 entity’s e-mail address, the Department of State must send such
68 notice to the new e-mail address and to the most recent prior e
69 mail address. If the record changes the entity’s mailing
70 address, the Department of State must send such notice to the
71 new mailing address and to the most recent prior mailing
72 address.
73 Section 5. Subsection (1) of section 617.0124, Florida
74 Statutes, is amended, and subsection (4) is added to that
75 section, to read:
76 617.0124 Correcting filed document.—
77 (1) A domestic or foreign corporation may correct a
78 document filed by the department within 30 days after filing if
79 any of the following applies:
80 (a) The document contains an incorrect statement.;
81 (b) The document contains false, misleading, or fraudulent
82 information.
83 (c)(b) The document was defectively executed, attested,
84 sealed, verified, or acknowledged.; or
85 (d)(c) The electronic transmission of the document was
86 defective.
87 (4) Articles of correction filed to correct false,
88 misleading, or fraudulent information are not subject to a
89 department fee if the articles of correction are delivered to
90 the department within 15 days after the notification of filing
91 sent pursuant to s. 617.0125(2).
92 Section 6. Section 617.0125, Florida Statutes, is amended
93 to read:
94 617.0125 Filing duties of the department Department of
95 State.—
96 (1) If a document delivered to the department Department of
97 State for filing satisfies the requirements of s. 617.01201, the
98 department Department of State shall file it.
99 (2) The department of State files a document by stamping or
100 otherwise endorsing “filed,” together with the Secretary of
101 State’s official title and the date and time of receipt. After
102 filing a document, the department of State shall send a notice
103 deliver the acknowledgment of the filing to the e-mail address
104 on file for the domestic or foreign corporation or its
105 representative or send a certified copy of the document to the
106 mailing address of such the domestic or foreign corporation or
107 its representative. If the record changes the domestic or
108 foreign corporation’s e-mail address, the department must send
109 such notice to the new e-mail address and to the most recent
110 prior e-mail address. If the record changes the domestic or
111 foreign corporation’s mailing address, the department must send
112 such notice to new the mailing address and to the most recent
113 prior mailing address.
114 (3) If the department of State refuses to file a document,
115 it shall return it to the domestic or foreign corporation or its
116 representative within 15 days after the document was received
117 for filing, together with a brief, written explanation of the
118 reason for refusal.
119 (4) The department’s Department of State’s duty to file
120 documents under this section is ministerial. The filing or
121 refusing to file a document does not:
122 (a) Affect the validity or invalidity of the document in
123 whole or part;
124 (b) Relate to the correctness or incorrectness of
125 information contained in the document; or
126 (c) Create a presumption that the document is valid or
127 invalid or that information contained in the document is correct
128 or incorrect.
129 (5) If not otherwise provided by law and the provisions of
130 this act, the department of State shall determine, by rule, the
131 appropriate format for, number of copies of, manner of execution
132 of, method of electronic transmission of, and amount of and
133 method of payment of fees for, any document placed under its
134 jurisdiction.
135 Section 7. Present subsections (2) and (3) of section
136 620.1206, Florida Statutes, are redesignated as subsections (3)
137 and (4), respectively, and a new subsection (2) is added to that
138 section, to read:
139 620.1206 Delivery to and filing of records by Department of
140 State; effective time and date; notice.—
141 (1) A record authorized or required to be delivered to the
142 Department of State for filing under this act must be captioned
143 to describe the record’s purpose, be in a medium permitted by
144 the Department of State, and be delivered to the Department of
145 State. Unless the Department of State determines that a record
146 does not comply with the filing requirements of this act, and if
147 all filing fees have been paid, the Department of State shall
148 file the record.
149 (2) After filing a record, the Department of State shall
150 send a notice to the email address on file for the limited
151 partnership or foreign limited partnership or the registered
152 agent of such partnership or send a copy of the document to the
153 mailing address of such partnership or registered agent. If the
154 record changes the limited partnership’s or foreign limited
155 partnership’s e-mail address, the Department of State must send
156 such notice to the new e-mail address and to the most recent
157 prior e-mail address. If the record changes the limited
158 partnership or foreign limited partnership’s mailing address,
159 the Department of State must send such notice to the new mailing
160 address and to the most recent prior mailing address.
161 Section 8. Subsection (1) of section 620.1207, Florida
162 Statutes, is amended, and subsection (4) is added to that
163 section, to read:
164 620.1207 Correcting filed record.—
165 (1) A limited partnership or foreign limited partnership
166 may deliver to the Department of State for filing a statement of
167 correction to correct a record previously delivered by the
168 limited partnership or foreign limited partnership to the
169 Department of State and filed by the Department of State, if at
170 the time of filing the record contained false, misleading,
171 fraudulent, or erroneous information or was defectively signed.
172 (4) A statement of correction filed under subsection (1) to
173 correct a record that contains false, misleading, or fraudulent
174 information is not subject to any Department of State fee if
175 delivered to the Department of State within 15 days after the
176 notification of filing sent pursuant to s. 620.1206.
177 Section 9. Subsection (11) is added to section 620.8105,
178 Florida Statutes, to read:
179 620.8105 Execution, filing, and recording of partnership
180 registration and other statements.—
181 (11) After filing a document, the Department of State shall
182 send a notice of the filing to all e-mail address on file for
183 the partnership or limited liability partnership, or the agent
184 of such partnership, or send a copy of the document to the
185 mailing address of such partnership or agent. If the record
186 changes the partnership’s or limited liability partnership’s e
187 mail address, the Department of State must send such notice to
188 the new e-mail address and to the most recent prior e-mail
189 address. If the record changes the partnership or limited
190 liability partnership’s mailing address, the Department of State
191 must send such notice to the new mailing address in and to the
192 most recent mailing address.
193 Section 10. Section 620.81054, Florida Statutes, is created
194 to read:
195 620.81054 Correcting a filed record.—
196 (1) A partnership or limited liability partnership may
197 correct a document filed by the Department of State within 30
198 days after filing if any of the following applies:
199 (a) The document contains an inaccuracy.
200 (b) The document contains false, misleading, or fraudulent
201 information.
202 (c) The document was defectively executed, attested,
203 sealed, verified, or acknowledged.
204 (d) The electronic transmission of the document was
205 defective.
206 (2) A document must be corrected by doing both of the
207 following:
208 (a) Preparing articles of correction that describe the
209 document, including its filing date; specify the inaccuracy or
210 defect to be corrected; and correct the inaccuracy or defect.
211 (b) Delivering the articles of correction to the Department
212 of State for filing, executed in accordance with s. 620.8105.
213 (3) Articles of correction are effective as of the
214 effective date of the document they correct except as to persons
215 relying on the uncorrected document who are adversely affected
216 by the correction. As to those persons, articles of correction
217 are effective when filed.
218 (4) Articles of correction filed to correct false,
219 misleading, or fraudulent information are not subject to any
220 Department of State fee if delivered to the Department of State
221 within 15 days after the notification of filing sent pursuant to
222 s. 620.8105.
223 Section 11. Subsection (3) of section 620.1201, Florida
224 Statutes, is amended to read:
225 620.1201 Formation of limited partnership; certificate of
226 limited partnership.—
227 (3) If there has been substantial compliance with
228 subsection (1), then subject to s. 620.1206(4) s. 620.1206(3), a
229 limited partnership is formed when the Department of State files
230 the certificate of limited partnership.
231 Section 12. Subsections (5) and (8) of section 620.1202,
232 Florida Statutes, are amended to read:
233 620.1202 Amendment or restatement of certificate.—
234 (5) Subject to s. 620.1206(4) s. 620.1206(3), an amendment
235 or restated certificate is effective when filed by the
236 Department of State.
237 (8) A restated certificate of limited partnership shall
238 state, either in its heading or in an introductory paragraph,
239 the limited partnership’s present name, and, if it has been
240 changed, the name under which it was originally filed; the date
241 of filing of its original certificate of limited partnership
242 with the Department of State; and, subject to s. 620.1206(4) s.
243 620.1206(3), the delayed effective date or time, which shall be
244 a date or time certain, of the restated certificate if it is not
245 to be effective upon the filing of the restated certificate. A
246 restated certificate shall also state that it was duly executed
247 and is being filed in accordance with this section. If the
248 restated certificate only restates and integrates and does not
249 further amend the limited partnership’s certificate of limited
250 partnership as theretofore amended or supplemented and there is
251 no discrepancy between those provisions and the restated
252 certificate, it shall state that fact as well.
253 Section 13. Subsection (2) of section 620.1203, Florida
254 Statutes, is amended to read:
255 620.1203 Certificate of dissolution; statement of
256 termination.—
257 (2) If there has been substantial compliance with
258 subsection (1), then subject to s. 620.1206(4) s. 620.1206(3)
259 the dissolution of the limited partnership shall be effective
260 when the Department of State files the certificate of
261 dissolution.
262 Section 14. Subsection (4) of section 620.1812, Florida
263 Statutes, is amended to read:
264 620.1812 Revocation of dissolution.—
265 (4) If there has been substantial compliance with
266 subsection (3), subject to s. 620.1206(4) s. 620.1206(3) the
267 revocation of dissolution is effective when the Department of
268 State files the certificate of revocation of dissolution.
269 Section 15. Subsection (4) of section 620.2108, Florida
270 Statutes, is amended to read:
271 620.2108 Filings required for merger; effective date.—
272 (4) A merger becomes effective under this act:
273 (a) If the surviving organization is a limited partnership,
274 upon the later of:
275 1. Compliance with subsection (3); or
276 2. Subject to s. 620.1206(4) s. 620.1206(3), as specified
277 in the certificate of merger; or
278 (b) If the surviving organization is not a limited
279 partnership, as provided by the governing law of the surviving
280 organization.
281 Section 16. This act shall take effect July 1, 2018.
282
283 ================= T I T L E A M E N D M E N T ================
284 And the title is amended as follows:
285 Delete everything before the enacting clause
286 and insert:
287 A bill to be entitled
288 An act relating to business filings; amending s.
289 605.0209, F.S.; authorizing certain persons to correct
290 filed records that contain certain information;
291 providing that a statement of correction filed for
292 certain reasons is not subject to a Department of
293 State fee if delivered within a certain timeframe;
294 amending s. 605.0210, F.S.; requiring the department
295 to send a notice of the filing of a record through e
296 mail or send a copy of the document to the mailing
297 address of the entity or its representative; providing
298 notice requirements for the department if the record
299 changes an entity’s e-mail or mailing address;
300 amending s. 607.0124; authorizing a domestic or
301 foreign corporation to correct certain documents if
302 they contain false, misleading, or fraudulent
303 information; providing that articles of correction
304 filed for certain reasons are not subject to any
305 department fee if delivered within a certain
306 timeframe; amending s. 607.0125, F.S.; requiring the
307 department to send a notice of the filing of a record
308 through e-mail or send a copy of the document to the
309 mailing address of the entity or its representative;
310 providing notice requirements for the department if
311 the record changes the entity’s e-mail or mailing
312 address; amending s. 617.0124, F.S.; authorizing a
313 domestic or foreign corporation to correct certain
314 documents if they contain false, misleading, or
315 fraudulent information; providing that articles of
316 correction filed for certain reasons are not subject
317 to any department fee if delivered within a certain
318 timeframe; amending s. 617.0125, F.S.; requiring the
319 department to send a notice of the filing of a record
320 through e-mail or send a copy of the document to the
321 mailing address of the domestic or foreign corporation
322 or its representative; providing notice requirements
323 for the department if the record changes the domestic
324 or foreign corporation’s e-mail or mailing address;
325 amending s. 620.1206, F.S.; requiring the department
326 to send a notice of the filing of a record through e
327 mail or send a copy of the document to the mailing
328 address of the limited partnership, foreign limited
329 partnership, or its registered agent; providing notice
330 requirements for the department if the record changes
331 the limited partnership’s or foreign limited
332 partnership’s e-mail or mailing address; amending s.
333 620.1207, F.S.; authorizing a limited partnership or
334 foreign limited partnership to correct certain
335 documents if they contain misleading or fraudulent
336 information; providing that a statement of correction
337 filed for certain reasons is not subject to any
338 department fee if delivered within a certain
339 timeframe; amending s. 620.8105, F.S.; requiring the
340 department to send a notice of the filing of a
341 document through e-mail or send a copy of the document
342 to the mailing address of the partnership, limited
343 liability partnership, or its agent; providing notice
344 requirements for the department if the record changes
345 the partnership’s or limited liability partnership’s
346 e-mail or mailing address; creating s. 620.81054,
347 F.S.; authorizing a partnership or limited liability
348 partnership to correct a document filed by the
349 department within a certain timeframe and under
350 certain circumstances; providing guidelines for
351 correcting a document; providing construction;
352 providing that articles of correction filed for
353 certain reasons are not subject to a department fee if
354 delivered within a certain timeframe; amending ss.
355 620.1201, 620.1202, 620.1203, 620.1812, and 620.2108,
356 F.S.; conforming provisions to changes made by the
357 act; providing an effective date.