Page 21 - Akerman | 2016 Guide to Doing Business in Florida

There are three exemptions from the fictitious name registration requirement:

• Attorneys licensed to practice in Florida forming a business for the practice of law
in Florida;
• Applicants who are registered or licensed with the Florida Department of Business
and Professional Regulation or with the Florida Department of Health (although
some licensing boards require fictitious name registrations); or
• Applicants who are corporations, partnerships or other commercial entities that are
actively organized or registered with the Division of Corporations and are not
transacting business under any other name.

2.4 Notice of Business Activities
In addition to filing organizational documents (such as Articles of Incorporation, Articles of Organization,
Certificate of Limited Partnership, or a Partnership Registration and Statement of Qualification for a
limited liability partnership) with the Division of Corporations, businesses must file an annual report with
the Division of Corporations, and provide notice of the business’s termination of its legal existence or
withdrawal from Florida.

2.4.1 Annual Reports

Corporations, limited liability corporations, limited partnerships and limited liability partnerships
must file annual reports between January 1 and May 1 each year. The annual reports must be
filed with the Division of Corporations, and can be e-filed at http://www.sunbiz.org. In addition
to the standard filing fees specified on http://www.sunbiz.org, there is a $400 late fee for
annual reports filed after May 1st. The Division of Corporations takes the position that it lacks
authority to abate the late fee. If a business entity fails to file its annual report by the close of
business on the third Friday of September, it will be administratively dissolved in the following
week, and must file for reinstatement. In the case of a limited liability partnership, failure to file
the annual report will result in revocation of its statement of qualification as a limited liability
partnership. The Division of Corporations will send an email to the business to remind it to file
its annual report, but failure to receive this notice will not excuse the entity from paying the late
fee if the annual report is filed late.

Any changes in an entity’s registered agent, officers, directors, managers, the principal office
and mailing address, and other information (but not the entity’s name) occurring after the
entity’s formation or after a an annual report has been filed can and should be updated when
the next annual report is filed. In some cases, an amended annual report can be filed to
update such information in the event of additional changes after an annual report is filed.

2.4.2 Termination of Legal Existence
A business that wishes to dissolve can file Articles of Dissolution (or, in the case of a registered
partnership, a Statement of Dissolution) with the Division of Corporations in accordance with
Florida Statutes §§ 607.1403 (corporations), 608.441 (limited liability companies) or 620.1801
(limited partnerships). Dissolved entities may make provisions to dispose of known and
unknown or contingent claims by following procedures set forth in the Florida Statutes
§§ 607.1406, 1407 (corporations), 608.4421, 444 (limited liability companies) or 620.1806,
1807 (limited partnerships). The specific requirements, including written notice to all known
and potential claimants, are discussed in the statutes. Managers, officers and directors of a

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