This docum ent does not reflect the intent or official position of the bill sponsor or House of Representatives.
STORAGE NAME: h0909d.SAC
DATE: 3/29/2023
HOUSE OF REPRESENTATIVES STAFF ANALYSIS
BILL #: CS/HB 909 Electronic Filing of Records with the Department of State
SPONSOR(S): Constitutional Rights, Rule of Law & Government Operations Subcommittee, McFarland
TIED BILLS: CS/HB 911 IDEN./SIM. BILLS: SB 948
REFERENCE ACTION ANALYST STAFF DIRECTOR or
BUDGET/POLICY CHIEF
1) Constitutional Rights, Rule of Law &
Government Operations Subcommittee
14 Y, 0 N, As CS Wagoner Miller
2) Infrastructure & Tourism Appropriations
Subcommittee
10 Y, 0 N McAuliffe Davis
3) State Affairs Committee Wagoner Williamson
SUMMARY ANALYSIS
The Department of State (DOS) is the central location for filing a number of documents as required by statute,
such as service of process for legal proceedings, articles of incorporation, and registration of fictitious names.
In receiving and filing required records under 15 different statutory chapters, DOS may accept submission of
such documents electronically.
The bill authorizes DOS to implement a password protected system for the electronic filing of certain records.
DOS may request that those using the password protected system verify their identity and credentials,
including their original signature.
The bill provides a starting point for currently registered businesses to create an account by using their email
address that is on file with DOS as of January 1, 2024. Through this registered email address, DOS may
require additional verification of an authorized account holder in order to file a record through the electronic
system.
The bill may have a negative fiscal impact on state government, but does not appear to have a fiscal impact on
local governments.
STORAGE NAME: h0909d.SAC PAGE: 2
DATE: 3/29/2023
FULL ANALYSIS
I. SUBSTANTIVE ANALYSIS
A. EFFECT OF PROPOSED CHANGES:
Present Situation
Documents Filed with Department of State
The Department of State (DOS) is the state’s central location responsible for receiving and maintaining
a number of documents as required by statute, such as service of process for legal proceedings,
1
articles of incorporation,
2
or registration of fictitious names.
3
In receiving and filing required records
under 15 different statutory chapters, DOS may accept submission of such documents electronically.
4
The following are brief, non-exhaustive descriptions of the 15 chapters and examples of documents
required to be filed with DOS:
Chapter 48, Process and service of process: substitute service of process on general
partnerships, limited liability companies, and non-residents doing business in Florida;
Chapter 55, Judgments: judgement lien certificates necessary to perfect a lien in a judgment
debtor’s interest in personal property;
Chapters 117 and 118: requires that DOS maintain applications, proof of identity, and
registrations for Notaries Public and international notaries;
Chapter 495, Registration and protection of trademarks: registration of marks, which include any
trademarks, service mark, certification mark, or collective mark;
Chapter 605, Florida revised limited liability company act: limited liability companies (LLC) file
with DOS a registration with their name, registered agent, and registered office location;
Chapter 606, Business coordination: DOS creates a master business index and directory of
business activity;
Chapter 607, Florida business corporation act: corporations file their articles of incorporation,
changes to their registered office or registered agent, and must file an annual report, among
other documents;
Chapter 610, Cable and video services: applicants file a “certificate of franchise authority”
containing an official name, a principal place of business, and the federal employer identification
number;
Chapter 617, Corporations not for profit: requires not for profit corporations to file with DOS their
articles of incorporation, changes to their registered office or registered agent, and must file an
annual report, among other documents;
Chapter 620, Partnership laws: limited partnerships must file a certificate of limited partnership
with DOS containing the name of the limited partnership, the address, and the business address
of each general partner as well as an annual report, among other documents. General
partnerships must file a partnership registration statement and an annual report, among other
documents;
Chapter 621, Professional services corporations and limited liability corporations: in addition to
filing documents as may be required under ch. 605 or ch. 607, F.S., a professional corporation
or limited liability company may change the purpose of rendering a professional service by filing
an amendment of its certificate of organization;
Chapter 679, Uniform commercial code: secured transactions: requires filing of certain financing
statements with DOS in order to perfect a lien in different types of personal property and for
DOS to retain authority and approve forms required to be filed under the “Florida Secured
Transaction Registry;”
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See, e.g., ss. 48.061, 48.062, 48.181, F.S.
2
S. 607.0203, F.S.
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S. 865.09, F.S.
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S. 15.16(3), F.S. STORAGE NAME: h0909d.SAC PAGE: 3
DATE: 3/29/2023
Chapter 713, Liens, generally: the Secretary of State or the Secretary’s designee is the filing
officer of the state for purposes of receiving, indexing, and maintaining a record of federal liens
filed in this state; and,
Chapter 865, Violations of commercial restrictions: fictitious names for business purposes must
be registered with the Division of Corporations (Division) within DOS.
Division of Corporations
The Division collects, maintains, and makes available to the public all information related to business
entities and certain information related to sole proprietorships operating in Florida and certain financial
transactions that take place in the state.
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The Division also serves as the State’s central filing location
for filing:
Business entities;
Trade and service marks;
Fictitious name registrations;
Judgment and federal tax liens;
Uniform commercial code financing statements; and
Notary commissions and apostilles.
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Sunbiz
All files maintained electronically by the Division may be accessed through its website — Sunbiz.
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Records available through Sunbiz are easily accessible and searchable, including the filed records of
business entities, trademarks, fictious names, federal liens, substitute service of process, notaries, and
cable franchises. Corporations file and upload their records and pay fees through Sunbiz.
8
All
information filed electronically with the Division may be readily changed. If the submitted document
meets the statutory requirements and is accompanied by the correct processing or filing fee, the
document is accepted by the Division without further inquiry.
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Effect of the Bill
The bill authorizes DOS to implement a password protected system for the filing of records. DOS may
request that those using the password protected system verify their identity and credentials, including
their original signature.
The bill provides a starting point for currently registered businesses to create an account by using their
email address on file with DOS as of January 1, 2024. Through this registered email address, DOS
may require additional verification of an authorized account holder in order to file a record through the
electronic system.
B. SECTION DIRECTORY:
Section 1 amends s.15.16(3), F.S., relating to reproduction and electronic transmission of records.
Section 2 provides for an effective date of July 1, 2023.
5
Florida Division of Corporations, About Us, https://dos.myflorida.com/sunbiz/about-us/, (last visited March 16, 2023).
6
Id.
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Florida Department of State, Search Records: Corporations, Limited Liability Companies, Limited Partnerships, and
Trademarks, https://dos.myflorida.com/sunbiz/search/ (last visited March 10, 2023).
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Florida Department of State, Start E-Filing, https://www.dos.myflorida.com/sunbiz/start-business/efile/ (last visited March
10, 2023).;
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Florida Department of State, Florida Department of State’s Duties and Records,
https://dos.myflorida.com/sunbiz/manage-business/mind-your-sunbizness/sunbizness-identity-theft-resource-guide/florida-
department-of-state-s-duties-and-records/, (last visited March 10, 2023); see also Derek Gilliam, Sarasota Rep.
McFarland files bill to secure Sunbiz.org, prevent hijacking of businesses, Herald-Tribune (Feb. 22, 2023),
www.heraldtribune.com (last visited March 2, 2023). STORAGE NAME: h0909d.SAC PAGE: 4
DATE: 3/29/2023
II. FISCAL ANALYSIS & ECONOMIC IMPACT STATEMENT
A. FISCAL IMPACT ON STATE GOVERNMENT:
1. Revenues:
None.
2. Expenditures:
See Fiscal Comments.
B. FISCAL IMPACT ON LOCAL GOVERNMENTS:
1. Revenues:
None.
2. Expenditures:
None.
C. DIRECT ECONOMIC IMPACT ON PRIVATE SECTOR:
None.
D. FISCAL COMMENTS:
The bill authorizes DOS to develop and implement a new password protected system. Implementation
of such a new program may have an indeterminate negative fiscal impact as DOS may need to adjust
its present system for filing and maintaining documents, including the retention of necessary identifying
information for authorized password users.
III. COMMENTS
A. CONSTITUTIONAL ISSUES:
1. Applicability of Municipality/County Mandates Provision:
Not applicable. This bill does not appear to affect county or municipal governments.
2. Other:
None.
B. RULE-MAKING AUTHORITY:
The bill does not provide rulemaking authority in addition to the authority of the Department of State to
implement the statute under its current rulemaking authority.
C. DRAFTING ISSUES OR OTHER COMMENTS:
None.
IV. AMENDMENTS/COMMITTEE SUBSTITUTE CHANGES
On March 9, 2023 the Constitutional Rights, Rule of Law & Government Operations Subcommittee
adopted one amendment and reported the bill favorably as a committee substitute. The amendment
made conforming changes.
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DATE: 3/29/2023
This analysis is drawn to the committee substitute as approved by the Constitutional Rights, Rule of
Law & Government Operations Subcommittee.