Bill Text: FL S1698 | 2017 | Regular Session | Introduced
Bill Title: Annual Corporate Reports and Fees
Spectrum: Partisan Bill (Republican 1-0)
Status: (Failed) 2017-05-05 - Died in Appropriations Subcommittee on Transportation, Tourism, and Economic Development [S1698 Detail]
Download: Florida-2017-S1698-Introduced.html
Florida Senate - 2017 SB 1698 By Senator Baxley 12-01221-17 20171698__ 1 A bill to be entitled 2 An act relating to annual corporate reports and fees; 3 amending s. 607.0122, F.S.; establishing a biennial 4 report filing fee and a biennial supplemental 5 corporate fee; amending s. 607.1622, F.S.; authorizing 6 domestic and foreign corporations to submit biennial 7 reports to the Department of State; amending ss. 8 606.06, 607.0121, 607.0128, 607.01401, 607.0141, 9 607.0502, 607.0705, 607.1420, 607.1421, 607.1509, 10 607.15101, 607.1530, 607.1531, 607.15315, 607.1601, 11 and 607.193, F.S.; conforming provisions to changes 12 made by the act; providing an effective date. 13 14 Be It Enacted by the Legislature of the State of Florida: 15 16 Section 1. Present subsections (4) and (18) through (24) of 17 section 607.0122, Florida Statutes, are amended, and a new 18 subsection (18) and subsection (25) are added to that section, 19 to read: 20 607.0122 Fees for filing documents and issuing 21 certificates.—The Department of State shall collect the 22 following fees when the documents described in this section are 23 delivered to the department for filing: 24 (4) Corporation’s statement of change of registered agent 25 or registered office or both if not included on the annual or 26 biennial report: $35. 27 (18) Biennial report: $122.50. 28 (19)(18)Articles of correction: $35. 29 (20)(19)Application for certificate of status: $8.75. 30 (21)(20)Certificate of domestication of a foreign 31 corporation: $50. 32 (22)(21)Certified copy of document: $52.50. 33 (23)(22)Serving as agent for substitute service of 34 process: $87.50. 35 (24)(23)Annual supplemental corporate fee: $88.75. 36 (25) Biennial supplemental corporate fee: $177.50. 37 (26)(24)Any other document required or permitted to be 38 filed by this act: $35. 39 Section 2. Section 607.1622, Florida Statutes, is amended 40 to read: 41 607.1622 Annual or biennial report for Department of 42 State.— 43 (1) Each domestic corporation and each foreign corporation 44 authorized to transact business in this state shall deliver to 45 the Department of State for filing a sworn annual or biennial 46 report on such forms as the Department of State prescribes that 47 sets forth: 48 (a) The name of the corporation and the state or country 49 under the law of which it is incorporated; 50 (b) The date of incorporation or, if a foreign corporation, 51 the date on which it was admitted to do business in this state; 52 (c) The address of its principal office and the mailing 53 address of the corporation; 54 (d) The corporation’s federal employer identification 55 number, if any, or, if none, whether one has been applied for; 56 (e) The names and business street addresses of its 57 directors and principal officers; 58 (f) The street address of its registered office and the 59 name of its registered agent at that office in this state; 60 (g) Language permitting a voluntary contribution of $5 per 61 taxpayer, which contribution shall be transferred into the 62 Election Campaign Financing Trust Fund. A statement providing an 63 explanation of the purpose of the trust fund shall also be 64 included; and 65 (h) Such additional information as may be necessary or 66 appropriate to enable the Department of State to carry outthe67provisions ofthis act. 68 (2) Proof to the satisfaction of the Department of State 69 that, on or before May 1 of the year the report was due, such 70 report was deposited in the United States mail in a sealed 71 envelope, properly addressed with postage prepaid, shall be 72 deemed compliance with this requirement. 73 (3) If an annual or biennial report does not contain the 74 information required by this section, the Department of State 75 shall promptly notify the reporting domestic or foreign 76 corporation in writing and return the report to it for 77 correction. If the report is corrected to contain the 78 information required by this section and delivered to the 79 Department of State within 30 days after the effective date of 80 notice, it is deemed to be timely filed. 81 (4) Each report shall be executed by the corporation by an 82 officer or director or, if the corporation is in the hands of a 83 receiver or trustee, shall be executed on behalf of the 84 corporation by such receiver or trustee, and the signing thereof 85 shall have the same legal effect as if made under oath, without 86 the necessity of appending such oath thereto. 87 (5) The firstannualreport must be delivered to the 88 Department of State between January 1 and May 1 of the year 89 following the calendar year in which a domestic corporation was 90 incorporated or a foreign corporation was authorized to transact 91 business. Subsequent annual or biennial reports must be 92 delivered to the Department of State between January 1 and May 1 93 of the subsequent calendar years in which the reports are due. 94 (6) Information in the annual or biennial report must be 95 current as of the date theannualreport is executed on behalf 96 of the corporation. 97 (7) If an additional updated report is received, the 98 department shall file the document and make the information 99 contained therein part of the official record. 100 (8) Any corporation failing to file an annual or biennial 101 report thatwhichcomplies withthe requirements ofthis section 102 shall not be permitted to maintain or defend any action in any 103 court of this state until such report is filed and all fees and 104 taxes due under this act are paid and shall be subject to 105 dissolution or cancellation of its certificate of authority to 106 do business as provided in this act. 107 (9) The department shall prescribe the forms on which to 108 make the annual or biennial report called for in this section 109 and may substitute the uniform business report, pursuant to s. 110 606.06, as a means of satisfying the requirement of this part. 111 Section 3. Subsection (2) of section 606.06, Florida 112 Statutes, is amended to read: 113 606.06 Uniform business report.—The department may use the 114 uniform business report: 115 (2) As a substitute for any annual or biennial report or 116 renewal filing required by chapters 495, 605, 607, 609, 617, 117 620, 621, and 865. 118 Section 4. Subsection (1) of section 607.0121, Florida 119 Statutes, is amended to read: 120 607.0121 Forms.— 121 (1) The Department of State may prescribe and furnish on 122 request forms for: 123 (a) An application for certificate of status, 124 (b) A foreign corporation’s application for certificate of 125 authority to transact business in the state, 126 (c) A foreign corporation’s application for certificate of 127 withdrawal, and 128 (d) The annual or biennial report, for which the department 129 may prescribe the use of the uniform business report, pursuant 130 to s. 606.06. 131 132 If the Department of State so requires, the use of these forms 133 shall be mandatory. 134 Section 5. Subsection (2) of section 607.0128, Florida 135 Statutes, is amended to read: 136 607.0128 Certificate of status.— 137 (2) A certificate of status or authorization sets forth: 138 (a) The domestic corporation’s corporate name or the 139 foreign corporation’s corporate name used in this state; 140 (b)1. That the domestic corporation is duly incorporated 141 under the law of this state and the date of its incorporation, 142 or 143 2. That the foreign corporation is authorized to transact 144 business in this state; 145 (c) That all fees and penalties owed to the department have 146 been paid, if: 147 1. Payment is reflected in the records of the department, 148 and 149 2. Nonpayment affects the existence or authorization of the 150 domestic or foreign corporation; 151 (d) That its most recent annual or biennial report required 152 by s. 607.1622 has been delivered to the department; and 153 (e) That articles of dissolution have not been filed. 154 Section 6. Subsection (20) of section 607.01401, Florida 155 Statutes, is amended to read: 156 607.01401 Definitions.—As used in this act, unless the 157 context otherwise requires, the term: 158 (20) “Principal office” means the office (in or out of this 159 state) where the principal executive offices of a domestic or 160 foreign corporation are located as designated in the articles of 161 incorporation or other initial filing until an annual or 162 biennial report has been filed, and thereafter as designated in 163 the annual or biennial report. 164 Section 7. Subsection (4) of section 607.0141, Florida 165 Statutes, is amended to read: 166 607.0141 Notice.— 167 (4) Written notice to a domestic or foreign corporation 168 authorized to transact business in this state may be addressed: 169 (a) To its registered agent at its registered office; or 170 (b) To the corporation or its secretary at its principal 171 office or electronic mail address as authorized and shown in its 172 most recent annual or biennial report or, in the case of a 173 corporation that has not yet delivered an annual or biennial 174 report, in a domestic corporation’s articles of incorporation or 175 in a foreign corporation’s application for certificate of 176 authority. 177 Section 8. Subsections (2) and (4) of section 607.0502, 178 Florida Statutes, are amended to read: 179 607.0502 Change of registered office or registered agent; 180 resignation of registered agent.— 181 (2) Any registered agent may resign his or her agency 182 appointment by signing and delivering for filing with the 183 Department of State a statement of resignation and mailing a 184 copy of such statement to the corporation at its principal 185 office address shown in its most recent annual or biennial 186 report or, if none, filed in the articles of incorporation or 187 other most recently filed document. The statement of resignation 188 shall state that a copy of such statement has been mailed to the 189 corporation at the address so stated. The agency is terminated 190 as of the 31st day after the date on which the statement was 191 filed and unless otherwise provided in the statement, 192 termination of the agency acts as a termination of the 193 registered office. 194 (4) Changes of the registered office or registered agent 195 may be made by a change on the corporation’s annual or biennial 196 report form filed with the Department of State. 197 Section 9. Subsection (5) of section 607.0705, Florida 198 Statutes, is amended to read: 199 607.0705 Notice of meeting.— 200 (5) Notwithstanding the foregoing, no notice of a 201 shareholders’ meeting need be given to a shareholder if: 202 (a) An annual or biennial report and proxy statements for 203 two consecutive annual meetings of shareholders; or 204 (b) All, and at least two checks in payment of dividends or 205 interest on securities during a 12-month period, 206 207 have been sent by first-class United States mail, addressed to 208 the shareholder at her or his address as it appears on the share 209 transfer books of the corporation, and returned undeliverable. 210 The obligation of the corporation to give notice of a 211 shareholders’ meeting to any such shareholder shall be 212 reinstated once the corporation has received a new address for 213 such shareholder for entry on its share transfer books. 214 Section 10. Subsection (1) of section 607.1420, Florida 215 Statutes, is amended to read: 216 607.1420 Grounds for administrative dissolution.— 217 (1) The Department of State may commence a proceeding under 218 s. 607.1421 to administratively dissolve a corporation if: 219 (a) The corporation has failed to file its annual or 220 biennial report and pay the annual or biennial report filing fee 221 by 5 p.m. Eastern Time on the third Friday in September of the 222 year the report is due; 223 (b) The corporation is without a registered agent or 224 registered office in this state for 30 days or more; 225 (c) The corporation does not notify the Department of State 226 within 30 days that its registered agent or registered office 227 has been changed, that its registered agent has resigned, or 228 that its registered office has been discontinued; 229 (d) The corporation has failed to answer truthfully and 230 fully, within the time prescribed by this act, interrogatories 231 propounded by the Department of State; or 232 (e) The corporation’s period of duration stated in its 233 articles of incorporation has expired. 234 Section 11. Subsection (1) of section 607.1421, Florida 235 Statutes, is amended to read: 236 607.1421 Procedure for and effect of administrative 237 dissolution.— 238 (1) If the Department of State determines that one or more 239 grounds exist under s. 607.1420 for dissolving a corporation, it 240 shall serve the corporation with notice of its intention to 241 administratively dissolve the corporation. If the corporation 242 has provided the department with an electronic mail address, 243 such notice shall be by electronic transmission. Administrative 244 dissolution for failure to file an annual or biennial report 245 shall occur on the fourth Friday in September of theeachyear 246 the report is due. The Department of State shall issue a 247 certificate of dissolution to each dissolved corporation. 248 Issuance of the certificate of dissolution may be by electronic 249 transmission to any corporation that has provided the department 250 with an electronic mail address. 251 Section 12. Subsection (1) of section 607.1509, Florida 252 Statutes, is amended to read: 253 607.1509 Resignation of registered agent of foreign 254 corporation.— 255 (1) The registered agent of a foreign corporation may 256 resign his or her agency appointment by signing and delivering 257 to the Department of State for filing a statement of resignation 258 and mailing a copy of such statement to the corporation at the 259 corporation’s principal office address shown in its most recent 260 annual or biennial report or, if none, shown in its application 261 for a certificate of authority or other most recently filed 262 document. The statement of resignation must state that a copy of 263 such statement has been mailed to the corporation at the address 264 so stated. The statement of resignation may include a statement 265 that the registered office is also discontinued. 266 Section 13. Subsection (2) of section 607.15101, Florida 267 Statutes, is amended to read: 268 607.15101 Service of process, notice, or demand on a 269 foreign corporation.— 270 (2) A foreign corporation may be served by registered or 271 certified mail, return receipt requested, addressed to the 272 secretary of the foreign corporation at its principal office 273 shown in its application for a certificate of authority or in 274 its most recent annual or biennial report if the foreign 275 corporation: 276 (a) Has no registered agent or its registered agent cannot 277 with reasonable diligence be served; 278 (b) Has withdrawn from transacting business in this state 279 under s. 607.1520; or 280 (c) Has had its certificate of authority revoked under s. 281 607.1531. 282 Section 14. Subsection (1) of section 607.1530, Florida 283 Statutes, is amended to read: 284 607.1530 Grounds for revocation of authority to transact 285 business.—The Department of State may commence a proceeding 286 under s. 607.1531 to revoke the certificate of authority of a 287 foreign corporation authorized to transact business in this 288 state if: 289 (1) The foreign corporation has failed to file its annual 290 or biennial report with the Department of State by 5 p.m. 291 Eastern Time on the third Friday in September of the year the 292 report is due. 293 Section 15. Subsection (1) of section 607.1531, Florida 294 Statutes, is amended to read: 295 607.1531 Procedure for and effect of revocation.— 296 (1) If the Department of State determines that one or more 297 grounds exist under s. 607.1530 for revocation of a certificate 298 of authority, the Department of State shall serve the foreign 299 corporation with notice of its intent to revoke the foreign 300 corporation’s certificate of authority. If the foreign 301 corporation has provided the department with an electronic mail 302 address, such notice shall be by electronic transmission. 303 Revocation for failure to file an annual or biennial report 304 shall occur on the fourth Friday in September of theeachyear 305 the report is due. The department shall issue a certificate of 306 revocation to each revoked corporation. Issuance of the 307 certificate of revocation may be by electronic transmission to 308 any corporation that has provided the department with an 309 electronic mail address. 310 Section 16. Subsection (1) of section 607.15315, Florida 311 Statutes, is amended to read: 312 607.15315 Revocation; application for reinstatement.— 313 (1)(a) A foreign corporation the certificate of authority 314 of which has been revoked pursuant to s. 607.1531 may apply to 315 the Department of State for reinstatement at any time after the 316 effective date of revocation of authority. The application must: 317 1. Recite the name of the foreign corporation and the 318 effective date of its revocation of authority; 319 2. State that the ground or grounds for revocation of 320 authority either did not exist or have been eliminated and that 321 no further grounds currently exist for revocation of authority; 322 3. State that the foreign corporation’s name satisfies the 323 requirements of s. 607.1506; and 324 4. State that all fees owed by the corporation and computed 325 at the rate provided by law at the time the foreign corporation 326 applies for reinstatement have been paid; or 327 (b) As an alternative, the foreign corporation may submit a 328 current annual or biennial report, signed by the registered 329 agent and an officer or director, which substantially complies 330 with the requirements of paragraph (a). 331 Section 17. Subsection (5) of section 607.1601, Florida 332 Statutes, is amended to read: 333 607.1601 Corporate records.— 334 (5) A corporation shall keep a copy of the following 335 records: 336 (a) Its articles or restated articles of incorporation and 337 all amendments to them currently in effect; 338 (b) Its bylaws or restated bylaws and all amendments to 339 them currently in effect; 340 (c) Resolutions adopted by its board of directors creating 341 one or more classes or series of shares and fixing their 342 relative rights, preferences, and limitations, if shares issued 343 pursuant to those resolutions are outstanding; 344 (d) The minutes of all shareholders’ meetings and records 345 of all action taken by shareholders without a meeting for the 346 past 3 years; 347 (e) Written communications to all shareholders generally or 348 all shareholders of a class or series within the past 3 years, 349 including the financial statements furnished for the past 3 350 years under s. 607.1620; 351 (f) A list of the names and business street addresses of 352 its current directors and officers; and 353 (g) Its most recent annual or biennial report delivered to 354 the Department of State under s. 607.1622. 355 Section 18. Section 607.193, Florida Statutes, is amended 356 to read: 357 607.193 Supplemental corporate fee.— 358 (1) In addition to any other taxes imposed by law, an 359 annual supplemental corporate fee of $88.75 or a biennial 360 supplemental corporate fee of $177.50, as applicable, is imposed 361 on each business entity that is authorized to transact business 362 in this state and is required to file an annual or biennial 363 report with the Department of State under s. 605.0212, s. 364 607.1622, or s. 620.1210. 365 (2)(a) The business entity shall remit the supplemental 366 corporate fee to the Department of State at the time it files 367 the annual or biennial report required by s. 605.0212, s. 368 607.1622, or s. 620.1210. 369 (b) In addition to the fees levied under ss. 605.0213, 370 607.0122, and 620.1109 and the supplemental corporate fee, a 371 late charge of $400 shall be imposed if the supplemental 372 corporate fee is remitted after May 1 of the year the fee is due 373 except in circumstances in which a business entity was 374 administratively dissolved or its certificate of authority was 375 revoked due to its failure to file an annual or biennial report 376 and the entity subsequently applied for reinstatement and paid 377 the applicable reinstatement fee. 378 Section 19. This act shall take effect January 1, 2018.