A Title Company's Sunbiz Checklist: Confirming Status and Signing Authority Before You Insure

A Title Company's Sunbiz Checklist: Confirming Status and Signing Authority Before You Insure

Most title company closing checklists are built around the chain of title, the survey, and the lien search. One check that gets treated as a formality — and that can blow up a closing or, worse, an insured title, if it's skipped — is a plain Sunbiz lookup on any LLC or corporation that's a party to the deal. It answers two separate questions a title agent actually needs answered: is this entity even legally able to convey or receive title right now, and is the person about to sign the deed actually authorized to sign for it.

If you're closing one file, that's a two-minute check. If your office is running a caseload of closings where the buyer, the seller, or both are entities — routine for commercial deals, investment property, and a growing share of residential closings — re-checking each one by hand on Sunbiz.org, file by file, is exactly the kind of repetitive lookup that's easy to let slide when the calendar is full. A multi-client dashboard that tracks every entity across your open files in one place, with an alert the moment a status or registered agent changes, closes that gap instead of relying on someone remembering to check manually before every closing. Here's what to actually verify, and why each item carries real risk for a title company specifically.

1. Confirm Active status — not just that the entity exists

A Sunbiz search returning a result isn't the same as the entity being in good standing. Confirm the entity shows Active, not Inactive, Administratively Dissolved, or Revoked. This matters more than it looks: under Fla. Stat. § 607.1421 (corporations) and § 605.0714 (LLCs), an administratively dissolved entity continues to exist as a legal matter but may only carry on activities necessary to wind up and liquidate its business — it's no longer authorized to conduct ordinary business. Whether conveying or acquiring a specific parcel of real property counts as permissible wind-up activity is exactly the kind of question that gets a closing delayed while everyone waits on an opinion letter, or gets a title commitment conditioned on reinstatement first. Catching this before the closing is scheduled, not the morning of, is the difference between a delay and a non-issue.

2. Confirm the person signing is actually who Sunbiz says can sign

This is the check that protects the policy you're about to issue. For a corporation, Fla. Stat. § 692.01 lets a deed signed by the corporation's president, vice president, or CEO — with the corporate seal — bind the corporation and protect a good-faith purchaser, even without separate proof of board authorization. For an LLC, Fla. Stat. § 605.04074 gives members (in a member-managed LLC) or managers (in a manager-managed LLC) apparent authority to sign a property-transfer instrument on the company's behalf, binding on a purchaser who has no knowledge of any limitation — unless a Statement of Authority has been filed with the Division of Corporations under § 605.0302 that specifically restricts who can convey real property, in which case a certified copy recorded in the real property records controls. In practice, that means the title agent's real job is confirming two things line up: that the person signing at the table is actually listed as an officer, member, or manager on the entity's current Sunbiz record, and that no recorded Statement of Authority narrows who can act for it. Sign off on a deed from someone who isn't on that record and isn't a manager-managed LLC's manager, and the statutory protection that would otherwise back the conveyance isn't there.

3. Check the registered agent on file

A stale or resigned registered agent doesn't usually stop a closing, but it's a fast signal of how well an entity has kept its own records current — and it matters directly if a title dispute or claim surfaces later and the entity needs to be served. If the agent listed doesn't match who anyone at the table recognizes, or shows a recent resignation without a replacement filed, it's worth a second look before you rely on anything else in that entity's file.

4. Match any fictitious name (DBA) to the entity actually signing

If a seller or buyer is doing business under a trade name — the entity on the purchase contract reads differently from the name on the door, the letterhead, or prior recorded instruments — confirm that fictitious name is actually registered to the entity signing the deed, not a different, similarly named entity the same principal also controls. A mismatch here doesn't just create paperwork headaches; it can create a genuine chain-of-title question down the road about which entity actually held or conveyed the interest.

5. Know when foreign entity qualification does — and doesn't — matter

A common point of confusion: does an out-of-state LLC or corporation need to register with Florida's Division of Corporations before it can hold Florida real property? Generally, no. Fla. Stat. § 607.1501(2) (corporations) and the parallel provision in Chapter 605 for LLCs both specifically exclude "owning, protecting, and maintaining, without more, real or personal property" from the definition of "transacting business" that triggers the foreign-qualification requirement. Simply holding title doesn't require a certificate of authority. Where it does start to matter is if that out-of-state entity is doing more than holding the property — actively leasing units, running a business out of it, managing tenants day to day. At that point it may be transacting business in Florida and should be registered as a foreign entity, which is worth flagging to the closing attorney rather than assuming either way.

Why this matters more across a full closing caseload

Any single one of these checks takes a few minutes. The real exposure shows up when a title office is running a steady caseload of entity-involved closings and each one requires a fresh manual Sunbiz lookup, with no easy way to see at a glance which files involve an entity that's changed status since the last time someone checked. That's the gap SunbizStatus.com's multi-client dashboard is built to close: every entity across your open and pending files tracked in one place, with an email alert the moment a status, registered agent, or annual report changes — so a dissolution or a lapsed filing surfaces before it becomes a closing-day surprise, not after.


Sources verified Sept 22, 2026: Fla. Stat. § 692.01 — Corporations may execute instruments by seal; Fla. Stat. § 605.04074 — Agency rights of members and managers; Fla. Stat. § 605.0302 — Statement of authority; Fla. Stat. § 607.1421 — Procedure for and effect of administrative dissolution (corporations); Fla. Stat. § 605.0714 — Administrative dissolution (LLCs); Fla. Stat. § 607.1501(2) — Activities not constituting transacting business (corporations); Fla. Stat. § 605.0905 — Activities not constituting transacting business (LLCs).