St. John's Village I, Ltd. v. Department of State, Div. of Corporations, 86-60

• Court: Court of Appeal of Florida (US)
• Writing for the Court: COBB; UPCHURCH, C.J., and LEE, R.E.
• Citation: 11 Fla. L. Weekly 2432,497 So.2d 990
• Parties: 11 Fla. L. Weekly 2432 ST. JOHN'S VILLAGE I, LTD., and St. John's Village II, Ltd., Appellants, v. DEPARTMENT OF STATE, DIVISION OF CORPORATIONS, Appellee.
• Docket Number: No. 86-60,86-60
• Decision Date: 20 November 1986

Page 990

497 So.2d 990 11 Fla. L. Weekly 2432 ST. JOHN'S VILLAGE I, LTD., and St. John's Village II, Ltd., Appellants,
v.
DEPARTMENT OF STATE, DIVISION OF CORPORATIONS, Appellee. No. 86-60. District Court of Appeal of Florida,
Fifth District. Nov. 20, 1986.

Page 991

Andrew K. Macfarlane of Macfarlane, Ferguson, Allison & Kelly, Tampa, for appellants.

Patricia L. Smith, Tallahassee, for appellee.

COBB, Judge.

The issue raised in this case is whether the 1984 amendment of section 620.31, Florida Statutes (Supp.1984), has retroactive effect so as to authorize fines against limited partnerships for transacting business without authority prior to June 7, 1984, the effective date of the amended statute. This is a case of first impression in Florida.

Prior to the 1984 amendment, section 620.31(2), Florida Statutes (1983), stated:

(2) If the general and limited partners find it desirable to reactivate the limited partnership after publication of notice that its certificate has expired, they shall file a new certificate pursuant to s. 620.02 and all delinquent reports and fees or taxes required under law.

In 1984, section 620.31 was amended to read:

(6) A limited partnership which transacts business in this state without authority to do so is liable to this state, for each year or part of a year during which it has transacted business without authority, in an amount equal to the amount of all fees and taxes which would have been imposed by this chapter upon such limited partnership had it duly filed all required annual reports and amendments to its certificate of limited partnership and paid all the fees. In addition to the payments thus prescribed, the department shall, prior to reinstatement, collect from such limited partnership a fine in the amount of $500 for each such year or part of a year during which such limited partnership has so transacted business without authority. (Emphasis added.)

The facts on appeal are essentially uncontested. The appellants are limited partnerships which manage and operate rental property in Florida. The limited partnerships originally registered themselves with the Department of State in 1970. In 1979, the Department of State, Division of Corporations (hereinafter Department), pursuant to section 620.31, Florida Statutes (1979), cancelled the limited partnerships' certificates

Page 992

of authority to transact business due to their failure to file annual reports and pay annual filing fees.

In the fall of 1984, after the amendment of the statute had become effective, ¹ the limited partnerships sought to have the Department reinstate their certificates of authority to transact business. The Department replied that in order to do so, the limited partnerships would have to file annual reports and pay annual filing fees for each year or part thereof in which they had transacted business without having a valid certificate (1979 through 1984); the Department also assessed against each limited partnership a $500 fine for each of these years pursuant to the amended statute. Under protest, each limited partnership paid the Department $180.00 in fees and $3,000.00 in fines, then initiated an administrative proceeding to recover the fines. After final order was entered by the Assistant Secretary of...