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Florida Department of State’s Duties and Records

The Florida Department of State, Division of Corporations is a ministerial filing agency, and as such all documents submitted to and filed by this office are accepted at face value. Any document meeting the stipulated statutory filing requirements and accompanied by the required filing or processing fee(s) is accepted. Once filed, a document is not altered or removed. 

It is a third degree felony for a party to file a fraudulent document on the records of the Florida Department of State. Section 817.155, Florida Statute (F.S.), states,

“A person may not, in any matter within the jurisdiction of the Department of State, knowingly and willfully falsify or conceal a material fact, make any false, fictitious, or fraudulent statement or representation, or make or use any false document, knowing the same to contain any false, fictitious, or fraudulent statement or entry. A person who violates this section is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083 or s. 775.084.” 

Because neither disputes nor fraudulent filings are reported to or by the Florida Department of State:

  • The Division of Corporations does not maintain any fraudulent filing or activity statistics.
  • All disputes and fraudulent filing activity must be resolved between the affected parties or in the courts.

Pursuant to Chapters 605, 607, and 617, F.S., the fact the department files or refuses to file a document does not:

  1. Affect the validity or invalidity of the document in whole or part.
  2. Relate to the correctness or incorrectness of information contained in the document.
  3. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

In some circumstances, an individual or business entity may submit an additional filing to correct the records of this office. 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:

  1. Identify the disputed filing; and
  2. Speak only to the facts regarding the document in question.