Bill Amendment: FL S0610 | 2018 | Regular Session

NOTE: For additional amemendments please see the Bill Drafting List

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Bill Title: Business Filings

Status: 2018-03-06 - Laid on Table, refer to CS/HB 661 [S0610 Detail]

Download: Florida-2018-S0610-Senate_Committee_Amendment_806654.html

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       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.