Department of State

Corporations

What is the purpose of the division?

The Division of Corporations maintains a central location for recording and retrieving all commercial information and related documentation available for direct public access. This central repository and distribution center of commercial recordings and transactions is designed to simplify, clarify, and modernize the law governing commercial transactions and business entity creations; permit the continued expansion of commercial practices through custom usage and agreement of the parties; furnish public information on commercial activities; and make uniform the law among the various jurisdictions.

What information is available from the division?

The Division of Corporations 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. This information includes
  • filings of corporations, limited liability companies, limited partnerships, general partnerships;
  • declarations of trust;
  • certain specified cooperative associations;
  • notary commissions;
  • cable franchises;
  • trademarks and service marks;
  • Uniform Commercial Code financing statements;
  • federal liens, judgment liens; and
  • fictitious name registrations.
All business entity documents and commercial registrations received and filed by the division are public records. The division makes this information available to the public via the website, mail, and walk-in requests. As a ministerial filing agency, the division is not authorized by law to verify the accuracy of information submitted by business entities and individuals. The division staff must generally accept and process the documents that meet statutory requirements and are accompanied by the proper fee. The division also is responsible for the certification and authentication of these records domestically and internationally.

How is the division organized?

There currently are two bureaus within the Division of Corporations:  1) Commercial Recordings and 2) Commercial Information Services. The bureaus provide filing and informational services, including formalizing the legal standing of a business or activity by accepting and indexing the filing or registration and supplying information and certification regarding the filings and activities of record.

How many business entity filings does the division receive each year?

In calendar year 2020, the division received 647,426 business entity filings.

 

Business Entity Filings for Calendar Year 2020 
Entity Type New Documents Filed
Domestic and Foreign Limited Liability Companies 410,327
Domestic Profit Corporations 98,816 
Fictitious Name Registrations 116,521 
Domestic Non-Profit Corporations 14,124
Foreign Profit and Non-Profit Corporations 5,634
Trademarks/Service Marks 1,444 
General and Limited Partnerships 432 
Alien Business Organization/Designations of Agent 64 
Declarations of Trust 64 
Total 647,426
Source: Division of Corporations, Yearly Statistics.  

 

How are these activities funded?

Revenues collected by the division come from fees for filings, registrations, certifications/authentications, substitute service of process, and document copy services provided by the division.  All revenues are deposited in the General Revenue Fund.
Fiscal Year: 2021-22
Title Fund Dollars Positions
PROGRAM: CORPORATIONS
COMMERCIAL RECORDINGS AND REGISTRATIONS
10,803,129
102.00
TOTAL
10,803,129
102.00

Updates

Florida Business Corporation Act.The 2021 Legislature enacted Chapter 2021-13, Laws of Florida, which amended the Florida Business Corporation Act (FBCA), contained in Ch. 607, Florida Statutes. The changes address concerns raised by corporations and the legal community pursuant to a complete revision of the FBCA in 2019. Specifically, the law

  • narrows the circumstances under which a shareholder may assert their appraisal rights;
  • modifies the market out exception to accommodate privately-held corporations whose stock is not traded on an organized market, but who do have comparable trading process;
  • addresses appraisal arbitrage, wherein disinterested parties abuse the appraisal rights afforded under Florida law to churn additional profits from the process;
  • makes clarifying and conforming fix minor errors in the 2019 and 2020 FBCA legislation;
  • revises the timeframe for eligible entities to be able to use the name of a dissolved corporation; and
  • clarifies the application of corporation not-for-profit statutes in Ch. 617, Florida Statutes, to the operation of condominiums, cooperatives, homeowner associations, timeshares, and mobile homeowners associations organized under Chs. 718, 719, 720, 721, and 723, Florida Statutes.  

Where can I find related OPPAGA reports?

A complete list of related OPPAGA reports is available on our website.

Where can I get more information?

Other Reports

Operational Audit Division of Corporations, Florida Auditor General Report No. 2017-195, March 2017.

Websites of Interest
Division of Corporations, Sunbiz
Division of Corporations, Filing Fee Schedules
Division of Corporations, Yearly Statistics
Performance Information


Performance measures and standards for the department may be found in its Long Range Program Plan.

What are the applicable statutes?

Chapters 15, 48, 55, 83, 110, 113, 117, 118, 119, 425, 495, 540, 605, 606, 607, 609, 610, 617, 618, 619, 620, 621, 622, 671, 679, 713, and 865, Florida Statutes.

Whom do I contact for help?

Sean Toner, Division Director, 850-245-6000 email:  Sean.Toner@dos.myflorida.com

Website