====== Start a business in Florida (LLC filing path) ====== **Florida · How do I start a business?** · state model checked by Claude · quality 1.00 //Generated by [[https://github.com/alibama/lexflow|lexflow]] from the state statutes (open-us-law, government publisher text) and checked by Claude: every quoted phrase was matched word for word against the statute text, and the process passed the BPMN/DMN schemas, bpmnlint and a Petri-net soundness check. Information, not legal advice.// **Governing law:** [[http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0605/Sections/0605.0201.html|Fla. Stat. § 605.0201]] — 605.0201 Formation of limited liability company; articles of organization. ===== Process map ===== Someone wants to start a business, here as a limited liability company Only the LLC filing path is modelled step by step (articles of organization under § 605.0201). Florida issues no certificate of organization: the department files the articles by endorsing them as filed with the date and time of receipt (§ 605.0210(1)) and then sends notice of the filing (§ 605.0210(2)); the company is formed when the articles take effect and at least one person is a member (§ 605.0201(4)). The other filed structures (corporations under § 607.0201, not-for-profit corporations under § 617.02011, limited partnerships under § 620.1201, LLPs under § 620.9001) are not modelled step by step; a limited partnership is formed when the Department of State files its certificate (§ 620.1201(3)) and LLP status takes effect on the later of the filing of the statement or a date it specifies (§ 620.9001(4)). The fee rows add the registered agent designation fee to the articles fee (§ 605.0213(7), § 607.0122(5), § 617.0122(5), § 620.1109(8)(a)) because the articles must carry the initial registered agent's acceptance (§ 605.0201(2)(c), § 605.0203(1)(b), § 620.1201(1)(b)); whether the Department charges that fee on every initial filing is set by its rules (§ 605.0210(6)), not by the printed text. The pay_fee step shows only the $100 articles fee; the organizer pays it with the articles, because the department must file only if all filing fees are paid (§ 605.0206(1)). The $88.75 supplemental corporate fee (§ 607.193) is an annual charge paid with the annual report, not a formation fee, so it is not added to any formation row. The 15-day refusal deadline (§ 605.0210(3)) states no consequence if the department misses it; it is modelled as 'unstated'. Missing the 60-day correction window (§ 605.0210(4)) does not end the right to file: it loses only the chance to keep the original filing date. The schema has no label for that, so the deadline is labelled 'right-lapses' (the right that lapses is the right to the original filing date), and a missed window leads to refile_as_new, which pays the fee and goes back to review_articles, because a corrected document returned late is simply a new filing. Within the window, the original date is kept only if the applicant asks for it in writing when returning the document (request_original_date), and not as against persons who relied on the record before correction and were adversely affected. Whether a late refiling pays the fee again is set by department rule (§ 605.0210(6)), not by the printed text. The petition to the Circuit Court of Leon County (§ 605.0210(7)) must attach the record and the department's explanation. The court's order to file (court_orders_filing, then file_on_order) is a separate condition from the department's compliance table (articles_ok); any other action the court takes ends at court_decided. State formation is only half of starting a business: counties and municipalities may levy local business taxes under their own ordinances (§ 205.032, § 205.042, not printed), and an applicant for a local business tax receipt must first present a current fictitious name registration or a signed statement of why the Fictitious Name Act does not apply (§ 205.023). The receipt, its classifications and rates come from the local ordinance, which is scored separately. The printed text sets only what the applicant must present; §§ 205.032 and 205.042 authorize the levy by ordinance and do not say who issues the receipt or how, so the model ends at llc_receipt instead of modelling the issuance. After the notice of filing, the branches are mutually exclusive: uses_fictitious_name (advertise and register the name, then present the registration under § 205.023(1) if local_tax_required); own_name_local_tax (the LLC trades only under its registered name and owes a local business tax, so it presents a signed statement under § 205.023(2)); otherwise no further step. A fictitious-name LLC therefore reaches the local receipt application only once it holds a current registration (§ 205.023(1); § 865.09(3)(a)). The LLC is formed when its articles take effect (§ 605.0201(4)), by default when the department endorses them as filed (§ 605.0207, not printed), so formation happens at file_articles or file_on_order. post_formation_done marks the end of the post-formation steps (notice, fictitious name), not the moment of formation. The compliance table checks the general filing requirements of § 605.0206 (caption, authorized medium, any prescribed medium or form, typewritten or printed, legible and in English) before the contents required by § 605.0201(2) and § 605.0203(1)(b). The department may provide otherwise for the English and typewritten requirements, and an LLC name need not be in English if written in English letters or Arabic or Roman numerals (§ 605.0206(4)). An LLC registered and active with the division needs a fictitious name registration only if it does business under a name that differs from its registered name (§ 865.09(7)); uses_fictitious_name stands for that case. Registration lists the items in § 865.09(3)(a) on the division's form (§ 865.09(11)) and runs to December 31 of the fifth calendar year (§ 865.09(5)); renewal and cancellation are not modelled. Registration is for public notice only and gives no rights to the name (§ 865.09(8)). The articles may specify an effective time, a delayed effective date, or a prior effective date within 5 business days before filing (§ 605.0207, not printed); not modelled. Professionals are not required to use a chapter 621 entity, and chapter 621 entities do not shield a professional's own professional liability (§ 621.07, not printed). The exemption of licensed professionals from fictitious name registration under § 865.09(7) applies only while they trade under the name as licensed. Not-for-profit corporation status is a state corporate form, not tax exemption; federal 501(c) status is outside the Florida Statutes and not modelled. The general partners of a limited partnership are not shielded by § 620.1303; their liability (§ 620.1404 and § 620.8306, not printed) is not modelled. A statement of qualification names the partnership 'as identified in the records of the Department of State' (§ 620.9001(3)(a)), which suggests an LLP is usually registered first; not modelled. Annual reports (e.g. $50 for an LLC, § 605.0213(5); § 605.0212, not printed) are not modelled. start deliver_articles pay_fee review_articles file_articles refuse_filing refuse_filing_deadline refuse_filing_deadline_end petition_court refile_corrected_wait refile_corrected refile_corrected_timeout refile_as_new request_original_date court_order file_on_order send_notice advertise_name register_name collect_name_fee post_formation_done llc_receipt filing_refused court_decided pay_fee_join review_articles_join send_notice_join post_formation_done_join llc_receipt_join refile_corrected_gw review_articles_gw refuse_filing_gw court_order_gw send_notice_gw collect_name_fee_gw present_registration present_statement Fla. Stat. § 605.0201(1): “One or more persons may act as authorized representatives to form a limited liability company” One or more persons may act as authorized representatives to form a limited liability company sf9 Fla. Stat. § 605.0201(1): “signing and delivering articles of organization to the department for filing” signing and delivering articles of organization to the department for filing sf9 sf10 Fla. Stat. § 605.0213(2): “For filing original articles of organization or articles of revocation of dissolution, $100.” For filing original articles of organization or articles of revocation of dissolution, $100. sf4 sf12 Fla. Stat. § 605.0206(1): “If all filing fees are paid, the department shall file the record unless the department determines that the record does not comply with the filing requirements.” If all filing fees are paid, the department shall file the record unless the department determines that the record does not comply with the filing requirements. articles_comply sf5 sf17 Fla. Stat. § 605.0210(1): “The department files a document by stamping or otherwise endorsing the document as “filed,” together with the department’s official title and the date and time of receipt.” The department files a document by stamping or otherwise endorsing the document as “filed,” together with the department’s official title and the date and time of receipt. sf18 sf28 Fla. Stat. § 605.0210(3)(a): “Return the record or notify the person who submitted the record of the refusal” Return the record or notify the person who submitted the record of the refusal sf19 sf20 Fla. Stat. § 605.0210(3): “within 15 days after the record is delivered” within 15 days after the record is delivered sf1 P15D Fla. Stat. § 605.0210(3) [implied]: “within 15 days after the record is delivered” within 15 days after the record is delivered sf1 Fla. Stat. § 605.0210(7): “the person who submitted the record for filing may petition the Circuit Court of Leon County to compel filing of the record” the person who submitted the record for filing may petition the Circuit Court of Leon County to compel filing of the record sf21 sf24 sf22 sf2 sf3 Fla. Stat. § 605.0210(4): “If the applicant returns the document with corrections in accordance with the rules of the department within 60 days after it was mailed to the applicant by the department” If the applicant returns the document with corrections in accordance with the rules of the department within 60 days after it was mailed to the applicant by the department sf2 sf13 Fla. Stat. § 605.0210(4): “within 60 days after it was mailed to the applicant by the department” within 60 days after it was mailed to the applicant by the department sf3 sf41 P60D Fla. Stat. § 605.0201(1): “signing and delivering articles of organization to the department for filing” signing and delivering articles of organization to the department for filing sf41 sf11 Fla. Stat. § 605.0210(4): “if at the time of return, the applicant so requests in writing, the filing date of the document shall be the filing date that would have been applied had the original document not been deficient” if at the time of return, the applicant so requests in writing, the filing date of the document shall be the filing date that would have been applied had the original document not been deficient sf14 sf16 Fla. Stat. § 605.0210(7): “the court may summarily order the department to file the record or take other action the court considers appropriate” the court may summarily order the department to file the record or take other action the court considers appropriate sf24 sf25 Fla. Stat. § 605.0210(7): “the court may summarily order the department to file the record” the court may summarily order the department to file the record sf26 sf29 Fla. Stat. § 605.0210(2): “After filing a record, the department shall send notice of the filing to the electronic mail address on file for the company or foreign limited liability company or its authorized representative” After filing a record, the department shall send notice of the filing to the electronic mail address on file for the company or foreign limited liability company or its authorized representative sf6 sf30 Fla. Stat. § 865.09(3)(a): “A person may not engage in business under a fictitious name unless the person first registers the name with the division by filing a registration listing” A person may not engage in business under a fictitious name unless the person first registers the name with the division by filing a registration listing sf34 sf35 Fla. Stat. § 865.09(12)(a): “For registration of a fictitious name, $50.” For registration of a fictitious name, $50. sf35 sf36 Fla. Stat. § 205.023(1): “A copy of the applicant’s or new owner’s current fictitious name registration, issued by the Division of Corporations of the Department of State” A copy of the applicant’s or new owner’s current fictitious name registration, issued by the Division of Corporations of the Department of State sf37 sf39 Fla. Stat. § 205.023(2): “A written statement, signed by the applicant or new owner, which sets forth the reason that the applicant or new owner need not comply with the Fictitious Name Act.” A written statement, signed by the applicant or new owner, which sets forth the reason that the applicant or new owner need not comply with the Fictitious Name Act. sf32 sf40 Fla. Stat. § 605.0201(4): “A limited liability company is formed when the company’s articles of organization become effective under s. 605.0207 and when at least one person becomes a member at the time the articles of organization become effective.” A limited liability company is formed when the company’s articles of organization become effective under s. 605.0207 and when at least one person becomes a member at the time the articles of organization become effective. sf7 Fla. Stat. § 205.023: “As a prerequisite to receiving a local business tax receipt under this chapter or transferring a business license” As a prerequisite to receiving a local business tax receipt under this chapter or transferring a business license sf8 Fla. Stat. § 605.0210(3)(b): “Provide a brief explanation in a record of the reason for the refusal.” Provide a brief explanation in a record of the reason for the refusal. sf23 Fla. Stat. § 605.0210(7): “The court’s final decision may be appealed as in other civil proceedings.” The court’s final decision may be appealed as in other civil proceedings. sf27 sf10 sf11 sf4 sf12 sf15 sf16 sf5 sf28 sf29 sf6 sf33 sf38 sf7 sf39 sf40 sf8 sf13 sf14 sf15 sf17 sf18 sf19 sf20 sf21 sf22 sf23 sf25 sf26 sf27 sf30 sf31 sf32 sf33 sf36 sf37 sf38 requests_original_date articles_ok contests_refusal corrects_articles court_orders_filing uses_fictitious_name own_name_local_tax local_tax_required ===== Steps and the words they come from ===== - **Sign and deliver articles of organization** — Authorized representative (founder) · //permission// (§ 605.0201(1)) \\ “//signing and delivering articles of organization to the department for filing//” - **Pay the $100 filing fee with articles** — Authorized representative (founder) · //obligation// (§ 605.0213(2)) \\ “//For filing original articles of organization or articles of revocation of dissolution, $100.//” - **Check articles and fees** — Department of State, Division of Corporations · //obligation// (§ 605.0206(1)) \\ “//If all filing fees are paid, the department shall file the record unless the department determines that the record does not comply with the filing requirements.//” - **Endorse articles as filed with date, time** — Department of State, Division of Corporations · //obligation// (§ 605.0210(1)) \\ “//The department files a document by stamping or otherwise endorsing the document as “filed,” together with the department’s official title and the date and time of receipt.//” - **Return or notify refusal with written reason** — Department of State, Division of Corporations · within 15 days · //obligation// (§ 605.0210(3)(a)) \\ “//Return the record or notify the person who submitted the record of the refusal//” - **Petition Leon County court, attaching record and explanation** — Authorized representative (founder) · //right// (§ 605.0210(7)) \\ “//the person who submitted the record for filing may petition the Circuit Court of Leon County to compel filing of the record//” - **Return corrected articles within 60 days** — Authorized representative (founder) · within 60 days · //permission// (§ 605.0210(4)) \\ “//If the applicant returns the document with corrections in accordance with the rules of the department within 60 days after it was mailed to the applicant by the department//” - **Deliver corrected articles as a new filing** — Authorized representative (founder) · //permission// (§ 605.0201(1)) \\ “//signing and delivering articles of organization to the department for filing//” - **Request original filing date in writing** — Authorized representative (founder) · //right// (§ 605.0210(4)) \\ “//if at the time of return, the applicant so requests in writing, the filing date of the document shall be the filing date that would have been applied had the original document not been deficient//” - **Summarily order filing or other action** — Circuit Court of Leon County · //permission// (§ 605.0210(7)) \\ “//the court may summarily order the department to file the record or take other action the court considers appropriate//” - **Endorse articles as filed under court order** — Department of State, Division of Corporations · //obligation// (§ 605.0210(7)) \\ “//the court may summarily order the department to file the record//” - **Send notice of the filing** — Department of State, Division of Corporations · //obligation// (§ 605.0210(2)) \\ “//After filing a record, the department shall send notice of the filing to the electronic mail address on file for the company or foreign limited liability company or its authorized representative//” - **Advertise intended fictitious name in county newspaper** — Limited liability company, as fictitious name registrant · //obligation// (§ 865.09(3)(a)(5)) \\ “//Certification by at least one registrant that the intention to register such fictitious name has been advertised at least once in a newspaper as defined in chapter 50 in the county in which the principal place of business of the registrant is or will be located.//” - **Register fictitious name with the division** — Limited liability company, as fictitious name registrant · //obligation// (§ 865.09(3)(a)) \\ “//A person may not engage in business under a fictitious name unless the person first registers the name with the division by filing a registration listing//” - **Collect the $50 registration fee** — Department of State, Division of Corporations · //obligation// (§ 865.09(12)(a)) \\ “//For registration of a fictitious name, $50.//” - **Present current fictitious name registration to locality** — Limited liability company, as fictitious name registrant · //obligation// (§ 205.023(1)) \\ “//A copy of the applicant’s or new owner’s current fictitious name registration, issued by the Division of Corporations of the Department of State//” - **Present signed statement why name act inapplicable** — Limited liability company, as fictitious name registrant · //obligation// (§ 205.023(2)) \\ “//A written statement, signed by the applicant or new owner, which sets forth the reason that the applicant or new owner need not comply with the Fictitious Name Act.//” ===== Do the articles of organization comply with the filing requirements? ===== Decision table (DMN), hit policy FIRST. ^ Captioned to describe the record's purpose ^ In a medium the department authorizes ^ On the prescribed medium or form, if one is prescribed ^ Typewritten or printed, legible, and in English (unless the department provides otherwise) ^ Name complies with § 605.0112 ^ Street and mailing addresses of the principal office stated ^ Initial registered agent's name, Florida street address and written acceptance included ^ Signed by at least one authorized representative ^ All filing fees paid ^ → Articles comply ^ Source ^ | false | - | - | - | - | - | - | - | - | false | § 605.0206(1) | | - | false | - | - | - | - | - | - | - | false | § 605.0206(1) | | - | - | false | - | - | - | - | - | - | false | § 605.0206(3) | | - | - | - | false | - | - | - | - | - | false | § 605.0206(4) | | - | - | - | - | false | - | - | - | - | false | § 605.0201(2)(a) | | - | - | - | - | - | false | - | - | - | false | § 605.0201(2)(b) | | - | - | - | - | - | - | false | - | - | false | § 605.0201(2)(c) | | - | - | - | - | - | - | - | false | - | false | § 605.0203(1)(b) | | - | - | - | - | - | - | - | - | false | false | § 605.0206(1) | | true | true | true | true | true | true | true | true | true | true | § 605.0206(1) | ===== Which business structure fits, and what must be filed with the state? ===== Decision table (DMN), hit policy FIRST. ^ Organized for a nonprofit or charitable purpose ^ Owners render a licensed professional service ^ Number of owners ^ Owners want protection from the business's debts ^ Plans to sell shares to outside investors ^ Some co-owners will be passive investors only ^ → Business structure ^ → What is filed, and where ^ → State filing fee ^ Source ^ | true | - | - | - | - | - | Not-for-profit corporation (chapter 617) | Articles of incorporation, delivered to the Department of State for filing | $35 for articles of incorporation (§ 617.0122(1)) plus $35 for designation of and acceptance by registered agent (§ 617.0122(5)) | § 617.02011 | | false | true | - | true | - | - | Professional corporation (chapter 621, organized under chapter 607) or professional limited liability company (chapter 621, organized under chapter 605); every owner must be duly licensed or otherwise legally authorized to render the same professional service, and the entity may render only that service (§§ 621.05, 621.051) | Articles of incorporation (professional corporation) or articles of organization (professional LLC), delivered to the Department of State for filing | Professional corporation: $35 for articles of incorporation plus $35 for designation of registered agent (§ 607.0122(1), (5)); professional LLC: $100 for articles of organization (§ 605.0213(2)) plus $25 for designating a registered agent (§ 605.0213(7)) | § 621.05 | | false | - | - | true | true | - | Corporation (chapter 607) | Articles of incorporation, delivered to the Department of State for filing | $35 for articles of incorporation (§ 607.0122(1)) plus $35 for designation of and acceptance by registered agent (§ 607.0122(5)) | § 607.0201 | | false | - | %%>%%= 2 | true | - | true | Limited partnership (a limited partner is not personally liable for the partnership's obligations, even if participating in management, § 620.1303; that shield does not cover general partners) | Certificate of limited partnership, delivered to the Department of State for filing; the partnership is formed when the Department files it (§ 620.1201(3)) | $965 for the original certificate (§ 620.1109(2)) plus $35 for designating a registered agent (§ 620.1109(8)(a)) | § 620.1201(1) | | false | - | - | true | - | - | Limited liability company (chapter 605) | Articles of organization, delivered to the Department of State for filing | $100 for articles of organization (§ 605.0213(2)) plus $25 for designating a registered agent (§ 605.0213(7)) | § 605.0201(1) | | false | - | 1 | false | - | - | Sole proprietorship | No formation filing; before doing business under any name other than the owner's legal name, advertise the intention once in a newspaper in the county of the principal place of business and register the fictitious name with the Division of Corporations of the Department of State (§ 865.09(3)) | None to form; $50 to register a fictitious name (§ 865.09(12)(a)) | § 865.09(3)(a) | | false | - | %%>%%= 2 | false | - | - | General partnership | No formation filing: two or more co-owners carrying on a business for profit form a partnership. A partnership doing business under a name other than its partners' legal names must register a fictitious name with the Division of Corporations; if the partnership is not registered with the Division, its partners are the registrants (§ 865.09(3)%%(c)%%). Optionally, the partnership may become a limited liability partnership by filing a statement of qualification with the Department of State, after approval by the vote needed to amend the partnership agreement (§ 620.9001(2), (3)) | None to form; $50 to register a fictitious name (§ 865.09(12)(a)); $25 for an optional statement of qualification as a limited liability partnership and $50 for an optional partnership registration statement (§ 620.81055(1)(f), (a)) | § 620.8202(1) | ===== What the text leaves open ===== * Only the LLC filing path is modelled step by step (articles of organization under § 605.0201). Florida issues no certificate of organization: the department files the articles by endorsing them as filed with the date and time of receipt (§ 605.0210(1)) and then sends notice of the filing (§ 605.0210(2)); the company is formed when the articles take effect and at least one person is a member (§ 605.0201(4)). The other filed structures (corporations under § 607.0201, not-for-profit corporations under § 617.02011, limited partnerships under § 620.1201, LLPs under § 620.9001) are not modelled step by step; a limited partnership is formed when the Department of State files its certificate (§ 620.1201(3)) and LLP status takes effect on the later of the filing of the statement or a date it specifies (§ 620.9001(4)). * The fee rows add the registered agent designation fee to the articles fee (§ 605.0213(7), § 607.0122(5), § 617.0122(5), § 620.1109(8)(a)) because the articles must carry the initial registered agent's acceptance (§ 605.0201(2)%%(c)%%, § 605.0203(1)(b), § 620.1201(1)(b)); whether the Department charges that fee on every initial filing is set by its rules (§ 605.0210(6)), not by the printed text. The pay_fee step shows only the $100 articles fee; the organizer pays it with the articles, because the department must file only if all filing fees are paid (§ 605.0206(1)). The $88.75 supplemental corporate fee (§ 607.193) is an annual charge paid with the annual report, not a formation fee, so it is not added to any formation row. * The 15-day refusal deadline (§ 605.0210(3)) states no consequence if the department misses it; it is modelled as 'unstated'. Missing the 60-day correction window (§ 605.0210(4)) does not end the right to file: it loses only the chance to keep the original filing date. The schema has no label for that, so the deadline is labelled 'right-lapses' (the right that lapses is the right to the original filing date), and a missed window leads to refile_as_new, which pays the fee and goes back to review_articles, because a corrected document returned late is simply a new filing. Within the window, the original date is kept only if the applicant asks for it in writing when returning the document (request_original_date), and not as against persons who relied on the record before correction and were adversely affected. Whether a late refiling pays the fee again is set by department rule (§ 605.0210(6)), not by the printed text. The petition to the Circuit Court of Leon County (§ 605.0210(7)) must attach the record and the department's explanation. The court's order to file (court_orders_filing, then file_on_order) is a separate condition from the department's compliance table (articles_ok); any other action the court takes ends at court_decided. * State formation is only half of starting a business: counties and municipalities may levy local business taxes under their own ordinances (§ 205.032, § 205.042, not printed), and an applicant for a local business tax receipt must first present a current fictitious name registration or a signed statement of why the Fictitious Name Act does not apply (§ 205.023). The receipt, its classifications and rates come from the local ordinance, which is scored separately. The printed text sets only what the applicant must present; §§ 205.032 and 205.042 authorize the levy by ordinance and do not say who issues the receipt or how, so the model ends at llc_receipt instead of modelling the issuance. * After the notice of filing, the branches are mutually exclusive: uses_fictitious_name (advertise and register the name, then present the registration under § 205.023(1) if local_tax_required); own_name_local_tax (the LLC trades only under its registered name and owes a local business tax, so it presents a signed statement under § 205.023(2)); otherwise no further step. A fictitious-name LLC therefore reaches the local receipt application only once it holds a current registration (§ 205.023(1); § 865.09(3)(a)). * The LLC is formed when its articles take effect (§ 605.0201(4)), by default when the department endorses them as filed (§ 605.0207, not printed), so formation happens at file_articles or file_on_order. post_formation_done marks the end of the post-formation steps (notice, fictitious name), not the moment of formation. * The compliance table checks the general filing requirements of § 605.0206 (caption, authorized medium, any prescribed medium or form, typewritten or printed, legible and in English) before the contents required by § 605.0201(2) and § 605.0203(1)(b). The department may provide otherwise for the English and typewritten requirements, and an LLC name need not be in English if written in English letters or Arabic or Roman numerals (§ 605.0206(4)). * An LLC registered and active with the division needs a fictitious name registration only if it does business under a name that differs from its registered name (§ 865.09(7)); uses_fictitious_name stands for that case. Registration lists the items in § 865.09(3)(a) on the division's form (§ 865.09(11)) and runs to December 31 of the fifth calendar year (§ 865.09(5)); renewal and cancellation are not modelled. Registration is for public notice only and gives no rights to the name (§ 865.09(8)). * The articles may specify an effective time, a delayed effective date, or a prior effective date within 5 business days before filing (§ 605.0207, not printed); not modelled. * Professionals are not required to use a chapter 621 entity, and chapter 621 entities do not shield a professional's own professional liability (§ 621.07, not printed). The exemption of licensed professionals from fictitious name registration under § 865.09(7) applies only while they trade under the name as licensed. * Not-for-profit corporation status is a state corporate form, not tax exemption; federal 501%%(c)%% status is outside the Florida Statutes and not modelled. * The general partners of a limited partnership are not shielded by § 620.1303; their liability (§ 620.1404 and § 620.8306, not printed) is not modelled. A statement of qualification names the partnership 'as identified in the records of the Department of State' (§ 620.9001(3)(a)), which suggests an LLP is usually registered first; not modelled. * Annual reports (e.g. $50 for an LLC, § 605.0213(5); § 605.0212, not printed) are not modelled. ===== Court decisions citing this law ===== //Found with [[https://www.courtlistener.com|CourtListener]] (Free Law Project): opinions in the state's appellate courts whose text cites these sections. Listed for research; not every citing case construes the section.// * [[https://www.courtlistener.com/opinion/3400596/lorenzo-v-murphy/|Lorenzo v. Murphy]] (Supreme Court of Florida, 1947, 32 So. 2d 421; 159 Fla. 639; 1947 Fla. LEXIS 921) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1901244/cor-gal-builders-inc-v-southard/|Cor-Gal Builders, Inc. v. Southard]] (District Court of Appeal of Florida, 1962, 136 So. 2d 244) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1871434/corlett-killian-hardeman-v-merritt/|CORLETT, KILLIAN, HARDEMAN v. Merritt]] (District Court of Appeal of Florida, 1985, 478 So. 2d 828) — cites § 607.0201 * [[https://www.courtlistener.com/opinion/3203354/bank-of-america-na-v-nash/|Bank of America, N.A. v. Nash]] (District Court of Appeal of Florida, 2016, 200 So. 3d 131; 2016 Fla. App. LEXIS 6973; 2016 WL 2596015) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1131941/city-of-winter-park-v-montesi/|City of Winter Park v. Montesi]] (District Court of Appeal of Florida, 1984, 448 So. 2d 1242) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1865126/clifford-ragsdale-inc-v-morganti-inc/|Clifford Ragsdale, Inc. v. Morganti, Inc.]] (District Court of Appeal of Florida, 1978, 356 So. 2d 1321) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1849855/aronovitz-v-stein-properties/|Aronovitz v. Stein Properties]] (District Court of Appeal of Florida, 1975, 322 So. 2d 74) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1099899/daleo-v-bert-bette-bayfront-66/|Daleo v. BERT & BETTE BAYFRONT 66]] (District Court of Appeal of Florida, 1973, 273 So. 2d 113) — cites § 605.0203 * [[https://www.courtlistener.com/opinion/3390932/mulvey-v-state/|Mulvey v. State]] (Supreme Court of Florida, 1949, 41 So. 2d 156; 1949 Fla. LEXIS 734) — cites § 205.023 * [[https://www.courtlistener.com/opinion/1810698/dragstrem-v-butts/|Dragstrem v. Butts]] (District Court of Appeal of Florida, 1979, 370 So. 2d 416) — cites § 865.09 * [[https://www.courtlistener.com/opinion/7593032/jackson-v-jones/|Jackson v. Jones]] (District Court of Appeal of Florida, 1982, 423 So. 2d 972; 1982 Fla. App. LEXIS 22193) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1647882/state-ex-rel-united-states-sugar-corp-v-gay/|State Ex Rel. United States Sugar Corp. v. Gay]] (Supreme Court of Florida, 1950, 46 So. 2d 165; 1950 Fla. LEXIS 879) — cites § 205.023 * [[https://www.courtlistener.com/opinion/1098364/robinson-st-john-ad-and-public-relations-inc-v-lane/|ROBINSON & ST. JOHN AD. AND PUBLIC RELATIONS, INC. v. Lane]] (District Court of Appeal of Florida, 1990, 557 So. 2d 908; 1990 WL 19947) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1774534/roth-v-nautical-engineering-corp/|Roth v. Nautical Engineering Corp.]] (District Court of Appeal of Florida, 1995, 654 So. 2d 978; 1995 WL 238654) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1715317/the-florida-bar-v-fuentes/|The Florida Bar v. Fuentes]] (Supreme Court of Florida, 1966, 190 So. 2d 748; 1966 Fla. LEXIS 3314) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1090988/worm-world-inc-v-ironwood-productions/|Worm World, Inc. v. IRONWOOD PRODUCTIONS]] (District Court of Appeal of Florida, 2005, 917 So. 2d 274; 2005 WL 3454081) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1837770/eastern-ceiling-supply-corp-inc-v-powerhouse-insulation-inc/|EASTERN CEILING & SUPPLY CORP., INC. v. Powerhouse Insulation, Inc.]] (District Court of Appeal of Florida, 1991, 589 So. 2d 383; 1991 Fla. App. LEXIS 11271; 1991 WL 235156) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1820535/williams-v-hardy/|Williams v. Hardy]] (District Court of Appeal of Florida, 1985, 468 So. 2d 429; 10 Fla. L. Weekly 1083) — cites § 865.09 * [[https://www.courtlistener.com/opinion/1812784/cruse-v-wilson/|Cruse v. Wilson]] (Supreme Court of Florida, 1957, 92 So. 2d 270) — cites § 865.09 * [[https://www.courtlistener.com/opinion/4997200/premier-finishes-inc-v-maggirias/|Premier Finishes, Inc. v. Maggirias]] (District Court of Appeal of Florida, 2013, 130 So. 3d 238; 2013 WL 6050873; 2013 Fla. App. LEXIS 18153) — cites § 865.09 ===== Checks ===== * Quotes checked word for word: 42 (0 not exact) * BPMN / DMN schema errors: 0 / 0; bpmnlint errors: 0 * Petri nets sound: 1 of 1 * Sections used: 605.0201, 605.0203, 605.0206, 605.0210, 605.0213, 865.09, 205.023, 607.0201, 607.0122, 617.02011, 617.0122, 621.05, 620.1201, 620.1109, 620.1303, 620.8202, 620.9001, 607.193 ← [[lexflow:fl|Florida]] · [[lexflow:start|lexflow models]]