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FREQUENTLY ASKED QUESTIONS
1. How do I get into your records on the Internet?
The web address for access to the Division of Corporation's records is: www.sunbiz.org. From corporation's web site you can access corporations, limited partnerships and limited liability companies, federal lien registrations, fictitious names, judgment liens, limited liability and general partnerships. You can also view and download forms and print images of some documents.2. How current are your records on the Internet?
Our records on the Internet are instantaneously updated as they are added to the database by the Division. There is no delay between when a record is added and when it is available on the Internet.3. How do I form a Florida profit corporation and do you have forms available?
To form a Florida corporation you must file articles of incorporation, designate a registered agent and send the appropriate filing fee to the Division of Corporations. Forms which include filing information are available directly from the Division's Web page at: www.sunbiz.org. Click on: "Print Filing Forms".4. How can I search on the Internet to see if a name is available for use?
You can search for name availability from the Division's web page at: www.sunbiz.org. Click on: "Document Searches". From here select either the corporations, fictitious names, or general partnership database to search. Select inquire by name (first selection), fill in the proposed name in the search box and click on "Search Now". The exact or nearest entry will come up. If the exact name comes up and its status is "inactive", the name is now available for use by another entity. If the status is "active", the name is NOT available for use. Final approval of a name is the responsibility of and is granted by the Division of Corporations. The Division does not determine name infringement.5. Can a name be reserved on the Internet?
Names for use by any business entity cannot be reserved. You can search for availability at the Division's web page at: www.sunbiz.org. Click on: "Document Searches". From here select either the corporations, fictitious names, or general partnership database to search. Select inquire by name (first selection), fill in the proposed name in the search box and click on "Search Now". The exact or nearest entry will come up. If the exact name comes up and its status is "inactive", the name is now available for use by another entity. If the status is "active", the name is NOT available for use. Once you have determined that a name is available, quickly submit your proposed document for filing. If the name is not available, you will be notified.6. If a name is marked "inactive" on a name search, is that name now available for use by a new corporation?
Names with "inactive" status are available for use by another corporation. Names with "active" status are not available for use. You can search for availability at the Division's web page at: www.sunbiz.org. Click on: "Document Searches". From here select either the corporations, fictitious names, or general partnership database to search. Select inquire by name (first selection), fill in the proposed name in the search box and click on "Search Now". The exact or nearest entry will come up. If the exact name comes up and its status is "inactive", the name is now available for use by another entity. If the status is "active", the name is NOT available for use. Once you have determined that a name is available, quickly submit your proposed document for filing. If the name is not available, you will be notified.7. How can I order a form to be mailed to me? Can forms be downloaded from the Internet?
Forms can be downloaded from our web page at: www.sunbiz.org. Click on: "Print Filing Forms". You can download Adobe's Acrobat Reader free of charge from the Department of State, if necessary, which will allow you to view and make copies of forms.8. How do I get a copy of a filed document that has been imaged?
Imaged documents are available from the Internet for the following documents: A. Fictitious Name Registrations 1/96 to present
B. Corporation Annual Reports 1/96 to present
C. Corporate Filings 11/97 to present
D. General Partnerships and Registered Limited Liability
Partnerships - all documents
E. Judgment Liens
From the entity detail screen, scroll down to the section titled "Document Images" that is located at the bottom of the page. There you will notice hyperlink listings of the images available for the filing. This section will also inform you if there are no images available for the filing. After you have selected a hyperlink associated with an image, you can then open or view the image on your screen. The ability to display the image requires that you have a TIFF viewer associated with your Internet Browser. View more information about the Document Image System and TIFF files.
9. How do I find out who the officers/directors of a corporation are on the Internet?
You can search for this information at our web page at: www.sunbiz.org. Click on: "Document Searches". Select "Corporations, Limited Partnerships, and Trademarks". Follow the instructions from here to select the corporation you are inquiring about, you can inquire using the name, document number, etc. When you bring up the corporation, a "Detail by Entity Name Screen" will list the name and address of the corporation, the name and address of the registered agent, and the names and addresses of the officers and directors.10. What do the abbreviations for officers and directors stand for?
There are 4 characters in the officer field with no spaces in between. The abbreviations are common but some can have different meanings. If necessary, you may have to view an image of the annual report from our web page to determine the title. The most frequently used symbols are: P - President, Pastor; V - Vice-President; S - Secretary; T - Treasurer; C - Chairman, Cashier, Chief Executive Officer; D - Director, Deacon. In some instances, if space allows, 2 or more characters will be used for an abbreviation. Example: AS - Assistant Secretary; CEO - Chief Executive Officer. If one person serves in 4 capacities it may appear to be confusing but can be deciphered. Example: PDTS is President, Director, Treasurer and Secretary. Finally, some Masonic Lodges, churches, or civic organizations may have unfamiliar offices or titles. Example: G - Grand Master; W - Worshipful Master; A - Admiral; S - Sister: B - Brother11. How do I resign as an officer/director of a corporation? Is there a fee involved?
Annual reports are sent to each "active" business entity yearly. You can remove your name as an officer/director at that time. If you wish to remove your name immediately, please determine the appropriate form depending on the entity type and submit it along with the indicated fee to the Division for filing. Forms are available directly from the Division's Web page. (See Question and Answer Number 7.)12. My business has changed its address. Who do I notify? The Registered Agent has changed its address. Who do I notify?
You can e-mail any principle office address change to our address and the Division's records will be updated immediately. To change the address of a Registered Agent you must fill out the appropriate form and pay the statutory filing fee. Forms are available from our web page. (See Question and Answer Number 7.)13. What form do I use to change the name of my corporation?
To change the name of a business entity an amendment must be filed. Forms can be downloaded from our web page. (See Question and Answer Number 7.)14. What are the filing fees?
Filing fees for corporate filings, fictitious name, limited partnerships, limited liability companies and trade mark filings are on the web page at: www.sunbiz.org. Click on "Fee Schedules".15. How can I get photocopies of documents that are not imaged and available on the Internet? What is the cost?
Photocopies of documents that are not imaged and not available from the Internet are available from the Division of Corporations. Photocopies are $1.00 per page for requests that are brought
in to our office. All mail-in requests are charged a flat $10.00. Make your check payable to Department of State. The address is: Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314
Give detailed information (include the document number if known) with your request.
16. How do I request a certified copy of a document filed with the Division of Corporations? What is the fee?
A certified copy of a corporate document is $8.75 for the first 8 pages, and $1 for each additional page, not to exceed a maximum of $52.50. A certificate of status is $8.75. Make your check payable to the Department of State. The address is: Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, FL 3231417. What is the difference between involuntary dissolution and administrative dissolution?
Involuntary Dissolution and Administrative Dissolution have the same meaning. Administrative Dissolution is an updated term which became effective with the rewrite of chapter 607, F. S., the Florida Business Corporation Act in 1990. The dissolution usually occurs when the corporation fails to file its annual report and the Division takes administrative action against the corporation.18. If my corporation is no longer in business what do I need to file with the Division of Corporations?
If your corporation is no longer conducting business, you should file Articles of Dissolution. Forms are available from our web page. (See Question and Answer Number 7.)19. When is it necessary to file a fictitious name?
The Florida Statutes state that a fictitious name "means any name under which a person transacts business in this state, other than his legal name." Your legal name means any name that you have already filed or your given or married name (both first and last name.) Fictitious names are registered for "public notice" purposes to insure the public will know "who" they are doing business with. Example: "Carol's Garden Shop, Inc." Is a corporate legal name not a fictitious name. "Carol's Garden Shop" (not on file as a corporation) is a fictitious name and would require registration with the Division of Corporations. "Carol Green's Garden Shop" contains the legal name (first and last name) of the owner of a business and, although it is not filed as an entity, it is not necessary to file as a fictitious name either. Fictitious Names are also referred to as D/B/A's. If a corporation transacts business under a name other than its legal corporate name, that name must be registered as a fictitious name. Example: "Computer Solutions and Technology Experts, Inc." is a corporate name. The d/b/a, "Computer Solutions", is a fictitious name that must be registered. A filed corporate or partnership name is that entity's legal name and there is no need to file that name again as a Fictitious Name.20. Is there a difference between a corporate name and a fictitious name?
A corporate name is the name of a filed business entity. The name is checked prior to use to assure that it is distinguishable from other entities the records of the Department of State. The exact name will not be granted to another business entity. A fictitious name is a registration only and is for "notice" purposes to the public. There are no ownership rights in a fictitious name and the name is not protected against use by anyone else. The same fictitious name can be used repetitively.21. Where do I purchase a corporate kit, stock certificates and corporate seal?
Corporate kits, stock certificates and corporate seals are NOT available from the Division of Corporations. Business Form suppliers and corporate service companies sell these items. Contact them direct.22. How do I form a "Sub-S" corporation?
A Sub-S corporation is a designation granted by the Internal Revenue Service. You will have to contact the IRS first to determine what the requirements are prior to forming your corporation with the Division of Corporations. Once your articles are filed you then get the Sub-S corporation designation from the IRS.23. Where do I apply for a Federal Employer Identification (FEI) number?
Federal Employer Identification numbers are issued by the IRS. You will have to contact that office and ask for form SS-4.24. Can I find out if there are any complaints filed against a business?
The Division of Corporations acts as a ministerial filing office only. We do not track pending law suits, complaints, or reputation in the business community for individual corporations. You can possibly find the information you are looking for by contacting the Division of Consumer Services at 1-800-HELP-FLA.25. Can the Division of Corporations resolve a dispute or enforce statutory requirements?
The Division of Corporations acts as a ministerial filing office. We cannot intercede on behalf of an individual in a personal matter nor can the Division compel compliance with statutes. Disputes or problems must be resolved between the affected parties or in the courts.26. Can I get a list of newly formed businesses on a regular basis? Can I get a list of corporations/fictitious name registrations by zip code, city or type business?
The Division of Corporations is required, by statute, to index records by entity name and FEI number. We also index by document number and by corporate officer/director/registered agent name, manager/member name, and general partner name. We do NOT index by county, city, zip code, or the type business being conducted. Each business entity is assigned a different sequential file number by calendar year. The following information may be helpful to you as you search the Division's records. Type a 12 digit number beginning with:
P98 Florida Profit Corporations
N98 Florida Non-Profit Corporation
F98 Foreign Profit/Non Profit Corporations
A98 Florida Limited Partnership
B98 Foreign Limited Partnership
L98 Florida Limited Liability Company
M98 Foreign Limited Liability Company
T98 Trademark
LLP98 Limited Liability Partnership
GP98 General Partnership
27. Can I send my document for filing by FAX? Can I request a Certificate of Status or Certified Copy by FAX?
Documents cannot be sent to the Division of Corporations via FAX unless the remitter has an automated electronic filing account established with the Division of Corporations. Requests for Certificates of Status and Certified Copies must be made directly to the Division of Corporations and accompanied by a check to cover the appropriate fees. (Certificates of Status can be requested through the automated electronic process which accesses a prepaid account to cover the fee.) **For electronic filing account information see www.sunbiz.org, click on "Electronic Filing", "Sunbiz E-filing by Fax Login", then "Public Access Help".28. Can I get a copy of a specific Florida Statute online?
You can access Florida Statutes directly from the Division's Web page at: www.sunbiz.org. Click on "Florida Statutes".29. How can I find the Internet address of other state agencies?
You can access Florida government information online from the Internet at: www.sunbiz.org. Click on the MyFlorida logo, then "Find An Agency".