Fla. Stat. § 607.1504
Amended certificate of authority
Redline — January 1, 2011 → current.View current text →
Current — January 1, 2020
As of January 1, 2011
(1) A foreign corporation authorized to transact business in this state shall make application to the Department of State to obtain an amended certificate of authority if it changes: (a) Its corporate name; (b) The period of its duration; or (c) The jurisdiction of its incorporation.
(1) A foreign corporation authorized to transact business in this state shall deliver for filing an amendment to its certificate of authority to reflect a change in any of the following: (a) Its name on the records of the department. (b) The jurisdiction of its incorporation. (c) The name and street address in this state of the foreign corporation’s registered agent in this state, unless the change was timely made in accordance with s. 607.1508 or s. 607.15091.
(2) Such application shall be made within 90 days after the occurrence of any change mentioned in subsection (1), shall be made on forms prescribed by the Department of State, and shall be executed in accordance with s. 607.0120. The foreign corporation shall deliver with the completed application, a certificate, or a document of similar import, authenticated as of a date not more than 90 days prior to delivery of the application to the Department of State by the Secretary of State or other official having custody of corporate records in the jurisdiction under the laws of which it is incorporated, evidencing the amendment. A translation of the certificate, under oath or affirmation of the translator, must be attached to a certificate that is in a language other than English. The application shall set forth: (a) The name of the foreign corporation as it appears on the records of the Department of State. (b) The jurisdiction of its incorporation. (c) The date it was authorized to do business in this state. (d) If the name of the foreign corporation has been changed, the name relinquished, the new name, a statement that the change of name has been effected under the laws of the jurisdiction of its incorporation, and the date the change was effected. (e) If the amendment changes its period of duration, a statement of such change. (f) If the amendment changes the jurisdiction of incorporation, a statement of such change.
(2) The amendment must be filed within 90 days after the occurrence of a change described in subsection (1), must be signed by an officer of the foreign corporation, and must state the following: (a) The name of the foreign corporation as it appears on the records of the department. (b) The jurisdiction of its incorporation. (c) The date the foreign corporation was authorized to transact business in this state. (d) If the name of the foreign corporation has been changed, the name relinquished and its new name. (e) If the amendment changes its period of duration, a statement of such change. (f) If the amendment changes the jurisdiction of incorporation of the foreign corporation, a statement of that change.
(3) The requirements of s. 607.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
(3) The requirements of s. 607.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section unless the official having custody of the foreign corporation’s publicly filed records in its jurisdiction of incorporation did not require an amendment to effectuate the change on its records.
(4) Subject to subsection (3), a foreign corporation authorized to transact business in this state may make application to the department to obtain an amended certificate of authority to add, remove, or change the name, title, capacity, or address of an officer or director of the foreign corporation.
Official source: Online Sunshine (Florida Legislature). Reproduced from public-domain Florida statutes; confirm against the official source for the current text. Not legal advice.