Bring-Down Certificate - Florida

BRING-DOWN CERTIFICATE — FLORIDA

State of Florida — Corporate Closing Documents

PART I: OVERVIEW AND PURPOSE

1.1 What Is a Bring-Down Certificate?

A bring-down certificate is a closing deliverable in which an authorized officer of a party to a transaction certifies that representations, warranties, and covenants made in the underlying agreement remain true and have been performed as of the closing date.

1.2 Florida Corporate Law Framework

Florida corporations are governed by the Florida Business Corporation Act, codified at Fla. Stat. Chapter 607. Florida LLCs are governed by the Florida Revised Limited Liability Company Act, codified at Fla. Stat. Chapter 605. Key provisions relevant to bring-down certificates include:

• Fla. Stat. 607.0128 — Certificate of Status. Anyone may apply to the Florida Department of State to furnish a certificate of status for a domestic corporation or a certificate of authorization for a foreign corporation. The certificate confirms incorporation, fees and penalties paid, and annual report filing status.
• Fla. Stat. 607.0841 — Required Officers. A corporation must have the officers described in its bylaws or appointed by the board of directors.
• Fla. Stat. 607.0842 — Standards of Conduct for Officers. An officer must discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation.
• Fla. Stat. 607.1101-607.1108 — Merger and Share Exchange provisions.

1.3 When Is a Bring-Down Certificate Required?

☐ Mergers and acquisitions involving Florida corporations or LLCs
☐ Equity and debt financing closings
☐ Real estate transactions involving Florida entity sellers
☐ Joint venture formations
☐ Any transaction where the Agreement requires an officer's certificate as a closing condition

1.4 Legal Effect

• Condition to Closing. Satisfies a condition precedent to the other party's obligation to close.
• Post-Closing Indemnification. Supports indemnification claims if certified statements prove false.
• Officer Liability. Under Fla. Stat. 607.0842, an officer who certifies knowingly false statements may face liability for breach of the duty of care.
• Administrative Dissolution Risk. Florida corporations that fail to file annual reports may be subject to administrative dissolution (Fla. Stat. 607.1421). Verify active status before closing.

PART II: OFFICER'S CERTIFICATE

OFFICER'S CERTIFICATE

Pursuant to Section [____] of the [____] Agreement

STATE OF FLORIDA

This Officer's Certificate (this "Certificate") is delivered pursuant to Section [________________________________] of that certain [Stock Purchase Agreement / Asset Purchase Agreement / Agreement and Plan of Merger / Credit Agreement] dated as of [__/__/____] (the "Agreement"), by and among:

Buyer/Lender: [________________________________] ("Buyer")

Seller/Borrower: [________________________________], a Florida [corporation / limited liability company] (the "Company")

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

The undersigned, [________________________________], the duly elected and acting [Title] of the Company, hereby certifies, on behalf of the Company and not in any individual capacity, as follows:

Section 1. Organization and Good Standing

The Company is a [corporation duly organized / limited liability company duly formed] and validly existing under the laws of the State of Florida. The Company is active and in good standing with the Florida Department of State, Division of Corporations. The Company has filed all required annual reports and paid all fees and penalties owed to the Department of State. The Company has not been administratively dissolved under Fla. Stat. 607.1421.

Section 2. Representations and Warranties

[SELECT ONE:]

Option A — Full Bring-Down:

Each of the representations and warranties of the Company contained in Article [____] of the Agreement is true and correct in all respects as of the date hereof with the same force and effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all respects as of such earlier date.

Option B — Materiality-Qualified Bring-Down:

Each of the representations and warranties of the Company contained in Article [____] of the Agreement is true and correct in all material respects as of the date hereof with the same force and effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date.

Option C — MAE-Qualified Bring-Down:

Each of the representations and warranties of the Company contained in Article [____] of the Agreement (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) is true and correct as of the date hereof, except (i) to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct as of such earlier date, and (ii) where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3. Performance of Covenants

The Company has performed and complied in all material respects with all covenants and agreements required by the Agreement to be performed or complied with by the Company on or before the Closing Date.

Section 4. No Material Adverse Change

Since the date of the Agreement, no event, change, occurrence, circumstance, or condition has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Section 5. No Legal Impediment

No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction (including any Florida Circuit Court or the United States District Court for any district of Florida), and no statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, is in effect that prevents or prohibits the consummation of the transactions contemplated by the Agreement.

Section 6. No Proceedings

No action, suit, investigation, or proceeding is pending or, to the knowledge of the Company, threatened before any governmental authority (including the Florida Department of State, the Florida Department of Revenue, or the Florida Attorney General) that seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the Agreement.

Section 7. Exceptions to Certifications

☐ No exceptions to the foregoing certifications exist.

☐ The following exceptions are set forth on Schedule A attached hereto:

[________________________________]

Section 8. Officer Authority

The undersigned is a duly elected and acting officer of the Company, holding the office indicated below, and has been duly authorized by the [Board of Directors / Members / Managers] of the Company to execute and deliver this Certificate on behalf of the Company pursuant to Fla. Stat. 607.0841.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of [__/__/____].

[________________________________]
(Name of Company)

By: ____________________________________
Name: [________________________________]
Title: [________________________________]

PART III: SECRETARY'S CERTIFICATE

SECRETARY'S CERTIFICATE

The undersigned, [________________________________], the duly elected and acting Secretary (or Assistant Secretary) of [________________________________] (the "Company"), a Florida [corporation / limited liability company], hereby certifies, on behalf of the Company and not in any individual capacity, as follows:

Section 1. Incumbency

The following persons are the duly elected or appointed officers of the Company holding the offices set forth opposite their names below, and the signatures set forth opposite their names below are their genuine signatures:

Section 2. Organizational Documents

(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the [Articles of Incorporation / Articles of Organization] of the Company as filed with the Florida Department of State, Division of Corporations, as currently in effect, including all amendments thereto.

(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the [Bylaws / Operating Agreement] of the Company, as currently in effect, including all amendments thereto.

Section 3. Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the [Board of Directors / Members / Managers] of the Company authorizing the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby. Such resolutions have not been amended, modified, supplemented, revoked, or rescinded and remain in full force and effect as of the date hereof.

Section 4. Certificate of Status

Attached hereto as Exhibit D is a Certificate of Status issued by the Florida Department of State, Division of Corporations, dated not earlier than [____] days before the Closing Date, confirming the active status of the Company.

Section 5. Registered Agent

The Company's registered agent, as designated with the Florida Department of State pursuant to Fla. Stat. 607.0501, is:

Name: [________________________________]
Address: [________________________________]

The registered agent information on file with the Division of Corporations is current and accurate.

Section 6. Foreign Qualification

The Company is qualified to do business as a foreign [corporation / limited liability company] in good standing in the following jurisdictions:

Section 7. No Dissolution

No proceedings for the dissolution, winding up, liquidation, or reorganization of the Company have been commenced or are contemplated. No assignment for the benefit of creditors has been made.

Section 8. Secretary's Authority

The undersigned is the duly elected and acting Secretary of the Company and has been duly authorized to execute and deliver this Certificate.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of [__/__/____].

By: ____________________________________
Name: [________________________________]
Title: Secretary

[COUNTER-CERTIFICATION:]

I, [________________________________], [Title] of the Company, hereby confirm that [________________________________] is the duly elected and acting Secretary of the Company and that the signature above is his/her genuine signature.

By: ____________________________________
Name: [________________________________]
Title: [________________________________]

PART IV: GOOD STANDING CERTIFICATE PROCEDURES — FLORIDA

4.1 Terminology

Florida uses the term "Certificate of Status" for its official entity status certificate, issued by the Florida Department of State, Division of Corporations, through the Sunbiz portal. This is the Florida equivalent of a certificate of good standing.

4.2 Issuing Authority

Florida Department of State
Division of Corporations
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 32301
Phone: (850) 245-6052
Website: https://dos.fl.gov/sunbiz/
Online Portal: https://dos.fl.gov/sunbiz/manage-business/certification/certificate-status-efile/

4.3 How to Obtain a Certificate of Status

Online (Sunbiz):
☐ Visit the Sunbiz e-file portal at https://dos.fl.gov/sunbiz/manage-business/certification/certificate-status-efile/
☐ Locate your 6- or 12-digit document number from your state notice, or search the DOS records
☐ Provide your email address to receive the digital Certificate of Status
☐ Pay with credit card, debit card, or prepaid Sunbiz e-file account
☐ PDF certificate is available immediately upon payment

By Mail:
☐ Submit a written request to the Division of Corporations at the address above
☐ Include entity name and document number
☐ Include payment
☐ Processing time: subject to standard mail and office processing times

4.4 Fees

[DRAFTER'S NOTE: The Division of Corporations does not offer expedited processing for Certificates of Status. Online orders are the fastest option.]

4.5 What the Certificate Confirms

Under Fla. Stat. 607.0128, a Certificate of Status confirms:

☐ The domestic corporation's corporate name (or the foreign corporation's name used in Florida)
☐ That the domestic corporation is duly incorporated under Florida law and the date of incorporation (or that the foreign corporation is authorized to transact business in Florida)
☐ That all fees and penalties owed to the Department have been paid (if payment is reflected in the Department's records and nonpayment affects the existence or authorization of the corporation)
☐ That its most recent annual report required by statute has been delivered to the Department
☐ Whether the Department has administratively dissolved the corporation or received notice of dissolution
☐ Whether the Department has filed articles of dissolution for the corporation

4.6 Practice Tips for Florida

• Sunbiz Portal. The Sunbiz portal (https://dos.fl.gov/sunbiz/) is the primary resource for Florida entity information. Entity records can be searched for free, and Certificates of Status can be ordered online.
• Annual Reports. Florida corporations and LLCs must file annual reports with the Division of Corporations between January 1 and May 1 of each year. Late annual reports result in a $400 late fee. Failure to file results in administrative dissolution (Fla. Stat. 607.1421) or administrative revocation.
• No State Income Tax. Florida does not impose a personal income tax. However, Florida does impose a corporate income tax (Fla. Stat. Chapter 220) on C corporations with income sourced to Florida. Confirm compliance.
• Registered Agent. Florida requires entities to maintain a registered agent (Fla. Stat. 607.0501 for corporations, Fla. Stat. 605.0113 for LLCs). Confirm the registered agent is current.
• Documentary Stamp Tax. Florida transactions involving transfers of real property or certain intangible property may be subject to Florida documentary stamp tax (Fla. Stat. 201.02). Consider in asset transactions.

PART V: COMPLIANCE CERTIFICATE — FLORIDA

COMPLIANCE CERTIFICATE

The undersigned, [________________________________], the duly elected and acting [Title] of [________________________________] (the "Company"), a Florida [corporation / limited liability company], hereby certifies, on behalf of the Company and not in any individual capacity, as follows:

Section 1. Florida Tax Compliance

☐ The Company has timely filed all Florida tax returns and reports required to be filed, including Florida corporate income/franchise tax returns (Fla. Stat. Chapter 220) as applicable.

☐ The Company has paid all Florida taxes due and payable, except for taxes being contested in good faith for which adequate reserves have been established.

☐ There are no outstanding Florida state tax liens against the Company or its assets.

☐ No audit, examination, or investigation by the Florida Department of Revenue is pending or, to the knowledge of the Company, threatened.

Section 2. Florida Sales Tax Compliance

☐ The Company holds all required sales tax registrations (Certificates of Authority) from the Florida Department of Revenue.

☐ The Company has timely filed all Florida sales and use tax returns and paid all obligations due.

Section 3. Federal Tax Compliance

☐ The Company has timely filed all federal tax returns and reports required to be filed.

☐ The Company has paid all federal taxes due and payable, except for taxes being contested in good faith for which adequate reserves have been established.

☐ There are no outstanding federal tax liens against the Company or its assets.

Section 4. Regulatory Compliance

☐ The Company holds all material licenses, permits, and authorizations necessary for the lawful conduct of its business in Florida.

☐ All such licenses, permits, and authorizations are valid, in full force and effect, and not subject to any pending revocation, suspension, or modification.

☐ The Company is in compliance in all material respects with all applicable Florida statutes, regulations, and orders.

Section 5. Employment Compliance

☐ The Company is in compliance in all material respects with Florida labor and employment laws, including the Florida Civil Rights Act (Fla. Stat. Chapter 760) and workers' compensation requirements (Fla. Stat. Chapter 440).

☐ The Company is in compliance with the E-Verify requirements under Fla. Stat. 448.095 as applicable.

Section 6. Environmental Compliance

☐ The Company is in compliance in all material respects with all applicable Florida and federal environmental laws, including the Florida Environmental Protection Act (Fla. Stat. Chapter 403).

☐ There are no pending or, to the knowledge of the Company, threatened environmental claims with respect to the Company or its properties in Florida.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of [__/__/____].

[________________________________]
(Name of Company)

By: ____________________________________
Name: [________________________________]
Title: [________________________________]

PART VI: BRING-DOWN QUALIFICATION STANDARDS

6.1 The Three Common Standards

Standard A: "True and Correct in All Respects"

• Buyer-favorable. Even minor inaccuracies cause the condition to fail.
• Typically used only for fundamental representations.

Standard B: "True and Correct in All Material Respects"

• Balanced. Most common standard for general representations.

Standard C: "MAE-Qualified"

• Seller-favorable. Only inaccuracies rising to a Material Adverse Effect prevent closing.

6.2 Double-Materiality Scrub

☐ Read through materiality qualifiers (more buyer-favorable)
☐ Preserve materiality qualifiers (more seller-favorable)

6.3 Common MAE Carve-Outs

☐ Changes in general economic or political conditions
☐ Changes affecting the Company's industry generally
☐ Changes in applicable law or GAAP
☐ Changes resulting from announcement or pendency of the transactions
☐ Changes resulting from actions taken at Buyer's request or with Buyer's consent
☐ Acts of war, terrorism, natural disasters (including hurricanes), or pandemics
☐ Changes in the trading price or volume of the Company's securities
☐ Failure to meet projections or forecasts

6.4 Tiered Bring-Down Structure

PART VII: PRACTICE NOTES — FLORIDA-SPECIFIC

7.1 Florida-Specific Considerations

• Sunbiz Portal. The Florida Division of Corporations' Sunbiz portal is the primary resource for entity filings and searches. Entity status can be verified in real time at https://dos.fl.gov/sunbiz/.
• Annual Report Deadline. Florida annual reports are due between January 1 and May 1. A $400 late fee applies after May 1. Failure to file by the third Friday in September results in administrative dissolution.
• Administrative Dissolution. Under Fla. Stat. 607.1421, a corporation may be administratively dissolved for failure to file annual reports, failure to pay fees, or failure to maintain a registered agent. Verify the Company has not been administratively dissolved.
• No State Income Tax on Individuals. Florida does not impose a personal income tax, but C corporations are subject to the Florida corporate income tax (currently 5.5% under Fla. Stat. Chapter 220).
• Documentary Stamp Tax. Florida imposes documentary stamp tax on deeds, notes, and other documents transferring real property or interests in real property (Fla. Stat. 201.02). Consider in asset purchase transactions involving Florida real property.
• Bulk Sale Considerations. Florida has repealed its version of Article 6 of the UCC (Bulk Sales). However, tax clearance from the Florida Department of Revenue may still be advisable for asset acquisitions.
• Homestead and Property Issues. Florida has strong homestead protections under the Florida Constitution (Art. X, Sec. 4). If the transaction involves real property, verify homestead status.

7.2 Timing Considerations

• Certificate of Status (Online). Available immediately upon payment through the Sunbiz portal.
• Certificate of Status (Mail). Subject to standard processing and mailing time.
• No Expedited Processing. The Division of Corporations does not offer expedited processing for Certificates of Status. Use the online portal.
• Pre-Closing Review. Begin preparation at least 5 to 10 business days before the anticipated closing date.

7.3 Bring-Down Certificate Preparation Checklist — Florida

☐ Obtain fully executed Agreement and all amendments
☐ Identify the applicable bring-down standard
☐ Review all representations against current facts
☐ Prepare updated disclosure schedules if needed
☐ Confirm officer authorization via board resolutions
☐ Prepare secretary's certificate with incumbency, resolutions, and organizational documents
☐ Order Certificate of Status from Sunbiz (online: $8.75 for corporations, $5.00 for LLCs)
☐ Verify annual reports are filed and current (due January 1 through May 1)
☐ Verify registered agent is current (Fla. Stat. 607.0501)
☐ Confirm Florida corporate income tax compliance if applicable
☐ Obtain sales tax registration verification if applicable
☐ Obtain foreign qualification good standing certificates for other states
☐ Circulate drafts to opposing counsel
☐ Obtain final approval from certifying officer
☐ Execute and deliver at closing

SOURCES AND REFERENCES

• Florida Business Corporation Act — Fla. Stat. Chapter 607
• Fla. Stat. 607.0128 — Certificate of Status
• Fla. Stat. 607.0841 — Required Officers
• Fla. Stat. 607.0842 — Standards of Conduct for Officers
• Fla. Stat. 607.1101-607.1108 — Merger and Share Exchange
• Fla. Stat. 607.1421 — Administrative Dissolution
• Florida Revised LLC Act — Fla. Stat. Chapter 605
• Florida Department of State, Division of Corporations — Sunbiz: https://dos.fl.gov/sunbiz/
• Certificate of Status (Online): https://dos.fl.gov/sunbiz/manage-business/certification/certificate-status-efile/
• Forms and Fees: https://dos.fl.gov/sunbiz/forms/fees/

This template is provided by ezel.ai for informational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in Florida before using this template.