How do I search for UCC liens on a Florida business?

You can search for UCC liens filed against a Florida business or individual through the Florida Secretary of State's FSTR (FloridaUCC.com) portal, or use SunbizStatus to run a combined entity status and UCC lien check in one place.

What is FloridaUCC.com and who uses it?

FloridaUCC.com (officially FSTR Online Filing) is the Florida Secretary of State's UCC lien search portal. It is used by lenders, banks, attorneys, CPAs, title companies, factoring companies, and M&A professionals to check whether a borrower or business has existing liens before extending credit or completing a transaction.

Can lenders check UCC liens on Florida businesses before funding?

Yes. Lenders and banks routinely search the Florida FSTR (UCC) database before extending credit to verify that collateral is not already pledged to another creditor. SunbizStatus provides a direct link to run this check alongside the entity's Sunbiz status.

Florida Certificates of Status, Merger Forms & Dissolution Filings: What Every Business Owner Needs to Know

If you've ever tried to open a business bank account, secure a loan, sign a major contract, or sell your company, chances are someone asked you for proof that your business actually exists — and that it's in good standing with the state. That proof has a name: the Certificate of Status. And while it sounds simple enough, navigating Florida's Division of Corporations to obtain one — or to handle more complex filings like mergers and dissolutions — can trip up even experienced business owners and their accountants.

Florida's Sunbiz portal (managed by the Florida Department of State) is the central hub for all of these transactions. Understanding how these filings work, what they cost, and when you need them isn't just administrative housekeeping — it can be the difference between closing a deal and losing one.

What Is a Florida Certificate of Status (and When Do You Need One)?

A Certificate of Status is an official document issued by the Florida Division of Corporations confirming that a business entity — whether it's an LLC, corporation, limited partnership, or other registered entity — is currently active and in good standing with the state of Florida.

"Good standing" means the business has:

Filed all required annual reports
Paid all associated fees and penalties
Not been administratively dissolved or revoked

This certificate is commonly required in the following situations:

Bank account openings or loan applications — lenders want assurance they're dealing with a legitimately operating entity
Contract execution — especially with government agencies or large corporations that conduct due diligence
Commercial real estate transactions — title companies and attorneys routinely request these
Business sales or acquisitions — buyers need confirmation the entity is clean before closing
Foreign qualification — if your Florida business is expanding operations into another state, that state will typically require a Certificate of Status from Florida
Licensing applications — many professional and industry licenses require proof of good standing

The cost: As of the current fee schedule, Florida charges $5 for a Certificate of Status requested online through Sunbiz, or $8.75 if requested by mail. It's one of the more affordable compliance documents you'll encounter, but don't let the low price tag make you overlook its importance.

You can request a Certificate of Status directly from Sunbiz.org. If you need it quickly for a transaction, online processing is typically the fastest route.

How to Check Your Entity's Standing Before Requesting the Certificate

Before you pay for a Certificate of Status, it's smart to verify that your entity is actually in good standing. If your business has missed an annual report or has outstanding penalties, the state won't issue a clean certificate — and you'll have to resolve those issues first.

Here's what can cause a business to fall out of good standing in Florida:

Missing the annual report deadline — Florida annual reports are due by May 1st each year. A $400 late fee kicks in on May 2nd, and entities that remain non-compliant can face administrative dissolution or revocation by the third Friday of September.
Unpaid fees or penalties — any outstanding balance with the Division of Corporations can flag your account
Failure to maintain a registered agent — Florida law under Chapter 605 (LLCs) and Chapter 607 (Corporations) requires a registered agent with a physical Florida address at all times

Checking your entity's current status takes only a few minutes using the Sunbiz search tool. Make this a routine part of your quarterly compliance review — especially if you're a CPA or accountant managing multiple client entities.

Merger Filings: Combining Florida Business Entities the Right Way

Business mergers happen for all sorts of reasons — consolidating operations, acquiring a competitor, restructuring for tax purposes, or simplifying a multi-entity ownership structure. Whatever the reason, Florida requires formal filings with the Division of Corporations when two or more entities merge.

The specific forms and requirements depend on the entity types involved:

Florida LLC mergers are governed by Section 605.1021 of the Florida Statutes and require filing Articles of Merger
Florida corporation mergers fall under Chapter 607 and similarly require Articles of Merger
Cross-entity mergers (e.g., merging an LLC into a corporation) are permitted but require careful attention to which statute governs the surviving entity

Key points for merger filings:

The surviving entity must already be registered and in good standing in Florida
If a foreign (out-of-state) entity is involved, additional documentation confirming compliance with that entity's home state may be required
Filing fees vary — as of current schedules, Articles of Merger for corporations typically cost $35, while LLC mergers are $25, though additional fees may apply depending on circumstances
The merger is effective upon the filing date unless a future effective date is specified in the document (Florida allows delayed effectiveness up to 90 days after filing)

Merger filings are not DIY territory for most business owners. The legal and tax implications — including how liabilities transfer, how employees are treated, and the federal tax treatment of the transaction — make this an area where a CPA and a business attorney should both be at the table.

Dissolution Filings: Closing a Florida Business the Right Way

When it's time to close a business, many owners simply stop operating and assume the entity disappears on its own. It doesn't. An entity that isn't properly dissolved will continue to accumulate annual report fees, and the owners or registered agents may continue to receive state notices and potential liability exposure.

Florida offers two paths for formally closing a business:

1. Voluntary Dissolution This is the formal, clean process. The business files Articles of Dissolution with the Division of Corporations, which terminates the entity's legal existence. Before filing, businesses should:

Settle all outstanding debts and liabilities
Notify creditors
Distribute remaining assets to members or shareholders
File final tax returns (federal and state)
Cancel any applicable business licenses or permits

The filing fee for Articles of Dissolution is $25 for LLCs and $35 for corporations in Florida.

2. Administrative Dissolution This is what happens when the state dissolves your entity for you — typically for failure to file annual reports. This is not a good outcome. Administrative dissolution can create gaps in liability protection, complicate any future reinstatement, and create headaches during tax filing. Reinstatement after administrative dissolution requires filing all past-due annual reports, paying accumulated late fees, and submitting a $100 reinstatement fee for LLCs or $600 for corporations.

The lesson: voluntary dissolution on your own terms is always preferable to waiting for the state to act.

Building a Compliance Routine That Protects Your Business

For CPAs and accountants serving business clients, and for business owners managing their own compliance, the takeaway from all of this is straightforward: staying current with your Florida filings isn't optional — it's foundational.

A Certificate of Status is only as valuable as the underlying compliance record it reflects. Merger and dissolution filings done incorrectly can create legal and financial problems that far outweigh the cost of getting them right the first time. And all of it depends on one thing: knowing exactly where your entity stands with the state of Florida at any given moment.

Ready to make sure your Florida business is in good standing? Start by searching your entity on SunbizStatus to instantly check your current standing, review your filing history, and stay ahead of any compliance issues before they become costly problems. Whether you're preparing for a loan, planning a merger, or winding down operations, knowing your status is always step one.