The Florida Office of the Secretary of State serves as the filing agency and information clearinghouse for businesses operating in the state. A variety of functions performed and completed with the office include the following:
- Creation Filings: Creation filings are the initial filings which create a statutory entity. For example, a corporation’s articles of incorporation are filed to create the corporation.
- Maintenance Filings: Filings or registrations may be required by circumstances or events which occur during the life of a business entity. For example, if a limited liability company changes its registered agent, or a limited partnership adds a new general partner, certain documents must be filed or amended. In addition, all corporations are required to file an annual corporate registration report and pay an annual fee.
- Major Transaction Filings: In some instances, a major change in an entity’s structure or ownership requires a filing. The most common is a merger of two or more business entities, which requires articles of merger to be filed. Filings related to consolidations and withdrawals must also be made.
- Dissolutions and Terminations: When a statutory entity is to be terminated, articles of dissolution and requests for termination are filed. In instances where an entity is administratively dissolved or otherwise cancelled or terminated by the Secretary of State, the entity may have some further filing requirements to formally end the entity’s existence.
- UCC Filings: UCC-1 financing statements, the nationally accepted format for recording or providing formal notice of a lien on certain types of property, are filed with the Secretary of State. Many choose to file these statements online.
- Trademarks and Service Marks: Many businesses choose to reserve the exclusive right to use of original logos or marks related to their products or services in the state by completing a filing with the Secretary of State. These filings are often also made at the federal level with the United States Patent and Trademark Office.
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