Florida Senate - 2018                              CS for SB 610
       
       
        
       By the Committee on Appropriations; and Senator Young
       
       
       
       
       
       576-02220-18                                           2018610c1
    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 F.S.; 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 of 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 e-mail 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 and to the most
  262  recent mailing address.
  263         Section 10. Section 620.81054, Florida Statutes, is created
  264  to read:
  265         620.81054Correcting 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.