When you create a company in Florida, you must file several documents with the Division of Corporations. The official website for the Florida Division of Corporations – sunbiz.org – contains extensive information about each company registered in the State. Anyone can research a company on Sunbiz, check the status, look at the annual report, and even file documents on the owner’s behalf, without providing any form of identification.
Every year, a Florida company must file annual reports before the third Friday of September. If no one files the annual report before that date, the business entity is administratively dissolved or revoked. Dissolved or revoked entities may be reinstated, but it requires submitting a reinstatement application and paying all associated fees.
Corporate Identity Theft
It is not uncommon for business owners to miss the deadline, and malicious people take advantage of the mistake by reinstating the company, paying the fees, and filing an annual report with their name on it. When someone changes the officers, members, managers name from you to their own name, they can open a bank account and act as a company’s agent and perform other fraudulent activities under the company name. This can cause tremendous problems to the real owners of the company, as they can be left facing these liabilities.
What can you do?
If this situation applies to you and someone has fraudulently filed a document under your company’s name, you can contact the person you believe to be responsible for the fraudulent filing. You may also directly contact an attorney. The Florida Department of Corporation does not report disputes, fraudulent filings nor activity statistics. The Department does not provide dispute resolution services, and all disputes regarding fraudulent filing activities must be resolved between parties, or in court. You can bring an action for fraudulent filing, and ask the court to order the person responsible for the fraud to stop using the document and may order the correction on sunbiz.
An individual or business entity can submit an additional filing to amend the records of the office. For example, the annual report cannot be removed, canceled or refunded, but it is possible to file an amended annual report and pay a fee. When a corrected filing is not an option, the individual or business entity may submit a notarized Statement of Fact. The Statement of Fact will be added to the record as a matter of public notice. The Statement of Fact should identify the disputed filing and mention the relevant facts regarding the document in question.
What are the consequences on your company?
The fact that the Department of Corporations has processed a document does not mean that the Department checked its validity (in whole or part), the correctness of the information contained in the document, nor create a presumption that the document is valid or that the information contained in the document is correct. Despite the lack of verifications from the Department of Corporations, the person who fraudulently filed documents on sunbiz can use the document with his name on it for malicious purposes, pretending to be an agent or the owner of the company.
What are the consequences for the person responsible for the fraudulent filing?
It is a third-degree felony for a party to file a fraudulent document on the records of the Florida Department of State. Specifically, Florida law prohibits anyone to knowingly and willfully falsify or conceal a material fact, make any false, fictitious, or fraudulent statement or representation, make or use any false document that contains false, fictious, and fraudulent statements or entries. A third-degree felony in Florida is an offense punishable by up to 5 years in prison, a $5000 fine, and 5 years of probation.