Post Meeting Packet — Florida Senate Committee on Commerce and Tourism (March 17, 2025)
Summary
The post-meeting packet for the Florida Senate Commerce and Tourism committee meeting of Monday, March 17, 2025, at 1:30 PM, with Senator Leek as Chair and Senator Arrington as Vice Chair. The expanded agenda lists bills including SB 1172 Business Development Incentives for Veterans and Military Spouses, SB 1400 Removal of Altered Sexual Depictions Posted Without Consent, SB 1666 Uniform Commercial Code and SM 1488 United States Sovereign Wealth Fund. Committee actions include Fav/CS with Yeas 9 Nays 0 for SB 1172 and Temporarily Postponed for SB 1438. The packet continues with a bill analysis of CS/SB 1172 and Florida Senate appearance record forms.
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“Post Meeting Packet — Florida Senate Committee on Commerce and Tourism (March 17, 2025).”
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Commerce and Tourism - 03/17/2025 1:30 PM 2025 Regular Session
Customized 03/18/2025 5:19 PM
Tab
Tab 1 SB 1172 by Jones; Similar to H 00821 Business Development Incentives for Veterans and Military Spouses
198256 A S RCS CM, Jones Before L.27: 03/17 04:42 PM
SB 1400 by Calatayud; Identical to H 01161 Removal of Altered Sexual Depictions Posted Without
Tab 2
Consent
167756 A S RCS CM, Calatayud Delete L.95 - 96: 03/17 04:42 PM
Tab 3 SB 1438 by Grall; Identical to H 00931 Online Access to Materials Harmful to Minors
Tab 4 SB 1666 by Grall; Similar to CS/H 00515 Uniform Commercial Code
901058 A S RCS CM, Grall Delete L.1677 - 2163: 03/17 04:42 PM
Tab 5 SM 1488 by Avila; Identical to H 04063 United States Sovereign Wealth Fund
CS/SB 480 by BI, DiCeglie; Similar to CS/H 00497 Nonprofit Agricultural Organization Medical Benefit
Tab 6
Plans
Tab 7 SB 922 by Leek; Identical to H 01219 Employment Agreements
445784 A S RCS CM, Leek Delete L.126 - 284: 03/17 04:42 PM
Tab 8 SB 1252 by Yarborough; Identical to H 01359 Statewide Pawn Data Database
Tab 9 SB 1776 by McClain; Similar to H 01601 Employment Rights
319032 A S RCS CM, McClain Delete L.141: 03/17 04:39 PM
Page 1 of 1
2025 Regular Session The Florida Senate
COMMITTEE MEETING EXPANDED AGENDA
COMMERCE AND TOURISM
Senator Leek, Chair
Senator Arrington, Vice Chair
MEETING DATE: Monday, March 17, 2025
TIME: 1:30—3:30 p.m.
PLACE: Toni Jennings Committee Room, 110 Senate Building
MEMBERS: Senator Leek, Chair; Senator Arrington, Vice Chair; Senators Davis, DiCeglie, Gruters, McClain,
Smith, Wright, and Yarborough
BILL DESCRIPTION and
TAB BILL NO. and INTRODUCER SENATE COMMITTEE ACTIONS COMMITTEE ACTION
1 SB 1172 Business Development Incentives for Veterans and Fav/CS
Jones Military Spouses; Citing this act as the “Florida Yeas 9 Nays 0
(Similar H 821) Veterans and Military Spouse Business Development
Act”; requiring the Department of State to waive
specified fees for certain businesses; providing
specified tax exemptions for certain businesses;
establishing the Veteran and Military Spouse
Entrepreneurship Program in consultation with the
Department of Commerce, etc.
CM 03/17/2025 Fav/CS
FT
AP
2 SB 1400 Removal of Altered Sexual Depictions Posted Without Fav/CS
Calatayud Consent; Citing this act as “Brooke’s Law”; requiring Yeas 9 Nays 0
(Identical H 1161) covered platforms to establish a process by a
specified date for removal of altered sexual depictions
posted without the consent of the identifiable person;
providing immunity for good faith compliance, etc.
CM 03/17/2025 Fav/CS
CJ
RC
3 SB 1438 Online Access to Materials Harmful to Minors; Temporarily Postponed
Grall Requiring a developer to, beginning on a specified
(Identical H 931, Compare H date, make specific determinations about covered
1503, S 1718) applications, provide notice to application stores
about such applications, and provide certain features
for parents to protect a user that is a child; requiring a
covered manufacturer to, beginning on a specified
date, take certain steps to determine specified
information about the user, provide certain notices,
and provide developers of covered applications with a
specified means to verify the age of a user; providing
requirements for devices sold before a specified date;
providing construction, etc.
CM 03/17/2025 Temporarily Postponed
JU
RC
S-036 (10/2008)
03172025.1548 Page 1 of 3
COMMITTEE MEETING EXPANDED AGENDA
Commerce and Tourism
Monday, March 17, 2025, 1:30—3:30 p.m.
BILL DESCRIPTION and
TAB BILL NO. and INTRODUCER SENATE COMMITTEE ACTIONS COMMITTEE ACTION
4 SB 1666 Uniform Commercial Code; Creating the “Uniform Fav/CS
Grall Commercial Code—Controllable Electronic Records”; Yeas 9 Nays 0
(Similar CS/H 515) specifying when a purchaser of a controllable account
or controllable payment intangible is a qualifying
purchaser; specifying when a person has control of a
controllable electronic record; authorizing account
debtors on a controllable account or controllable
payment intangible to discharge obligations under
certain circumstances; specifying requirements for
perfecting security interests that are enforceable and
perfected before a specified date, etc.
CM 03/17/2025 Fav/CS
JU
RC
5 SM 1488 United States Sovereign Wealth Fund; Urging Favorable
Avila Congress to establish a framework for a sovereign Yeas 6 Nays 3
(Identical HM 4063) wealth fund for the United States, etc.
CM 03/17/2025 Favorable
RC
6 CS/SB 480 Nonprofit Agricultural Organization Medical Benefit Favorable
Banking and Insurance / DiCeglie Plans; Defining the term “nonprofit agricultural Yeas 6 Nays 3
(Similar CS/H 497) organization”; authorizing nonprofit agricultural
organizations to provide medical benefit plans;
specifying that such plans are not insurance for
purposes of the Florida Insurance Code; prohibiting
the nonprofit agricultural organization from marketing
or selling a medical benefit plan through specified
agents, etc.
BI 03/03/2025 Temporarily Postponed
BI 03/10/2025 Fav/CS
CM 03/17/2025 Favorable
RC
7 SB 922 Employment Agreements; Creating “The Florida Fav/CS
Leek Trade Secret Protection Act”; providing that certain Yeas 6 Nays 3
(Identical H 1219) covered garden leave agreements are not a restraint
of trade or an attempt to monopolize trade or
commerce; requiring a court to enter a preliminary
injunction to stop covered employees, businesses,
entities, or individuals if a breach of a covered garden
leave agreement is alleged; providing that certain
covered noncompete agreements are not a restraint
of trade or an attempt to monopolize trade or
commerce; authorizing a covered employer to reduce
the salary or benefits of a covered employee if he or
she engages in gross misconduct, etc.
CM 03/17/2025 Fav/CS
JU
RC
S-036 (10/2008)
03172025.1548 Page 2 of 3
COMMITTEE MEETING EXPANDED AGENDA
Commerce and Tourism
Monday, March 17, 2025, 1:30—3:30 p.m.
BILL DESCRIPTION and
TAB BILL NO. and INTRODUCER SENATE COMMITTEE ACTIONS COMMITTEE ACTION
8 SB 1252 Statewide Pawn Data Database; Providing definitions; Favorable
Yarborough requiring the Department of Law Enforcement to Yeas 9 Nays 0
(Identical H 1359) create a statewide database of transaction data
electronically reported by specified businesses;
prohibiting certain data transfers by third-party
vendors; providing restrictions on use; providing
requirements for data storage; providing penalties for
violations; authorizing rulemaking, etc.
CM 03/17/2025 Favorable
ACJ
FP
9 SB 1776 Employment Rights; Revising the definition of the Fav/CS
McClain term “independent contractor”; revising the Yeas 6 Nays 3
(Similar H 1601) prohibitions against retaliatory personnel action
against an employee by his or her employer;
providing that an employee may not recover in an
action against an employer for a retaliatory personnel
action unless the employee can prove certain claims
by clear and convincing evidence; requiring, rather
than authorizing, a court to award reasonable
attorney fees and costs to the prevailing party for
retaliatory personnel actions, etc.
CM 03/17/2025 Fav/CS
JU
RC
Other Related Meeting Documents
S-036 (10/2008)
03172025.1548 Page 3 of 3
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: CS/SB 1172
INTRODUCER: Commerce and Tourism Committee and Senator Jones
SUBJECT: Preferences for Veterans and Military Spouses
DATE: March 17, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Renner McKay CM Fav/CS
2. FT
3. AP
Please see Section IX. for Additional Information:
COMMITTEE SUBSTITUTE - Substantial Changes
I. Summary:
CS/SB 1172 creates the Florida Veterans and Military Spouse Business Development Act, to
attract and support businesses owned by veterans and military spouses through financial and
operational incentives. The bill defines a veteran-owned or military spouse-owned business as
one that is at least 51 percent owned, controlled, or managed by one or more veterans or military
spouses.
The bill amends s. 295.187, F.S., which entitles a veteran business enterprise to vendor
preference, to provide that both veteran-owned businesses and those owned by military spouses
are eligible for vendor contracting preferences.
The bill requires the Department of State (DOS) to waive all fees for new businesses established
by veterans or military spouses and existing veteran or military spouse-owned businesses that
move to Florida between July 1, 2025, and December 31, 2030.
The bill provides the following tax exemptions for eligible veteran and military spouse-owned
businesses:
• A 5-year exemption from the state corporate income tax.
• A one-time sales tax exemption on equipment and supplies directly related to its business
operations.
• For businesses relocating to Florida, tax exemptions apply for 5 years after the certification
date.
BILL: CS/SB 1172 Page 2
The bill directs the Florida Department of Veterans Affairs (FDVA) and the Department of
Commerce to establish the Veteran and Military Spouse Entrepreneurship Program to assist
veterans and military spouses in securing funding and providing educational resources and
consulting services.
The FDVA must submit an annual report to the Governor and the Legislature detailing economic
metrics and demographic information regarding businesses owned by veterans and military
spouses. The report must include the number of such businesses established in the state and those
that have relocated to the state.
The bill requires that the state and its political subdivisions give preference in appointment and
retention in positions of employment to the spouses of wartime veterans, veterans, members of
any reserve component of the U.S. Armed Forces or the Florida National Guard, and certain
active duty servicemembers.
The bill authorizes private employers to adopt employment policies that give preference in hiring
to current members of any reserve component of the U.S. Armed Forces or the National Guard
and their spouses, and the spouses of active duty servicemembers serving in the U.S. Armed
Forces.
The Revenue Estimating Conference has not reviewed the bill.
The bill takes effect upon becoming law.
II. Present Situation:
Veterans’ Employment Preference
The state and its political subdivisions1 must give employment preference in hiring and retention
to the following:2
• A disabled veteran who has served on active duty in any branch of the U.S. Armed Forces,3
who has a compensable service-connected disability, and who is receiving compensation,
disability retirement benefits, or a military pension.
• The spouse of a veteran4 who:
o Has a total and permanent service-connected disability and who, because of this
disability, does not qualify for employment; or
o Is missing in action, captured in the line of duty by a hostile force, or forcibly detained or
interned in the line of duty by a foreign government or power.
1
Political subdivision includes counties, cities, towns, villages, special tax school districts, special road and bridge districts,
bridge districts, and all other districts in the state. Section 1.01(8), F.S.
2
Section 295.07(1)(a)-(g), F.S.
3
10 USC §101(a) defines the term “Armed Forces” as the Army, Navy, Air Force, Marine Corps, Space Force, and the Coast
Guard.
4
See s. 1.01(14), F.S.
BILL: CS/SB 1172 Page 3
• A veteran of any war who has served at least one day during that wartime period or who has
been awarded a campaign or expeditionary medal. Active duty for training may not be
allowed for eligibility under this provision.
• The unremarried widow or widower of a veteran who died of a service-connected disability.
• The mother, father, legal guardian, or unremarried widow or widower of a member of the
Armed Forces who died in the line of duty under combat-related conditions, as verified by
the U.S. Department of Defense.
• A veteran as defined in s. 1.01(14), F.S.
• A current member of any reserve component of the U.S. Armed Forces or the Florida
National Guard.
A private employer is authorized to adopt employment policies that give preference in hiring to:5
• Honorably discharged veterans.
• The spouse of a veteran with a service-connected disability.
• The unremarried widow or widower of a veteran who died of a service-connected disability.
• The unremarried widow or widower of a member of the U.S. Armed Forces who died in the
line of duty under combat-related conditions.
Florida Veteran Business Enterprise Opportunity Act
The Florida Veteran Business Enterprise Opportunity Act6 exists to rectify the economic
disadvantage of service-disabled veterans7 and to recognize wartime veterans8 for their
sacrifices. The Department of Management Services’ (DMS) Office of Supplier Development, in
partnership with the FDVA, administers the Veteran Business Enterprises program. The DMS is
responsible for working with the FDVA to establish a certification procedure and either granting,
denying, or revoking the certification of a veteran business enterprise.9 Responsibilities of the
FDVA include:10
• Assisting the DMS in establishing a certification procedure, which must be reviewed
biennially and updated as necessary;
• Identifying eligible veteran business enterprises by any electronic means (including email or
website) or by any other reasonable means; and
• Encouraging and assisting eligible veteran business enterprises to apply for certification.
The application process for a veteran business enterprise requires a business to register as a
vendor on MyFloridaMarketPlace, the state’s procurement website, and submit the required
5
Section 295.188(2), F.S.
6
Section 295.187, F.S.
7
A service-disabled veteran is defined as a veteran who is a permanent Florida resident with a service-connected disability as
determined by the U.S. Department of Veterans Affairs or who has been terminated from military service by reason of
disability by the U.S. Department of Defense. Section 295.187(3)(b), F.S.
8
A wartime veteran is a veteran that served in a campaign or expedition for which a campaign badge has been authorized or
during a specified period of wartime service. Section 295.187(3)(d), F.S.
9
Section 295.187(7), F.S.
10
Section 295.187(6), F.S.
BILL: CS/SB 1172 Page 4
documentation to the Office of Supplier Development.11 To be certified as a veteran business
enterprise, a business enterprise must be an independently owned and operated business that:12
• Employs 200 or fewer permanent full-time employees;
• Has a net worth of $5 million or less;
• Is domiciled in Florida;
• Is at least 51 percent owned by one or more wartime veterans or service-disabled veterans or,
for a service-disabled veteran with a permanent and total disability, by the spouse or
permanent caregiver of the veteran.
A veteran business enterprise is entitled to vendor preference. Vendor preference requires a state
agency to award a procurement or contract to the certified veteran business enterprise when
considering two or more bids, proposals, or replies for the procurement of commodities or
contractual services, at least one of which is from a certified veteran business enterprise, which
are equal to all relevant considerations, including price, quality, and service. However, if a
veteran business enterprise entitled to the vendor preference and one or more businesses entitled
to this preference or another vendor preference provided by law submit bids, proposals, or replies
for procurement of commodities or contractual services that are equal to all relevant
considerations, including price, quality, and service, the state agency will award the procurement
or contract to the business having the smallest net worth.13
Veterans Employment and Training Services Program
The Veterans Employment and Training Services Program, created within the FDVA, assists in
connecting servicemembers, veterans, or their spouses with finding employment in targeted
industry14 businesses seeking to hire well-trained workers and with opportunities for
entrepreneurship education, training, and resources. The program aims to meet the workforce
demands of businesses in Florida by facilitating access to training and education in high-demand
fields and the development of veteran-owned small businesses. 15
Functions of the program include:16
• Conducting marketing and recruiting efforts directed at individuals within the target market
who reside or have an interest in relocating to Florida and who are seeking employment.
• Assisting individuals in the target market who reside in or relocate to Florida and who are
seeking employment with target industry or secondary industry businesses.17
• Assisting Florida target industry and secondary industry businesses in recruiting and hiring
individuals.
11
Department of Management Services, Office of Supplier Development, Get Certified,
https://www.dms.myflorida.com/agency_administration/office_of_supplier_diversity_osd/get_certified (last visited March
14, 2025).
12
Section 295.187(3)(c), F.S.
13
Section 295.187(4), F.S.
14
See s. 288.005, F.S.
15
Section 292.22(1), F.S.
16
Section 292.22(4)(a)-(e), F.S.
17
Secondary industry business is a business that the state has an additional interest in supporting and for which veterans and
their spouses may have directly transferable skills. Such businesses are in the fields of health care, agriculture, commercial
construction, education, law enforcement, and public service. Section 292.22(2)(a), F.S.
BILL: CS/SB 1172 Page 5
• Creating a grant program to provide funding to assist individuals in the target market in
meeting the workforce-skill needs of target industry and secondary industry businesses
seeking to hire, promote, or generally improve specialized skills of veterans.
• Contracting with entities to administer an entrepreneur initiative program.
Corporation Fees
A Limited Liability Company (LLC) is a type of business entity recognized by and regulated
under chapter 605, F.S., the Florida Revised Limited Liability Company Act. Benefits to forming
a business as an LLC include a flexible tax structure and a vertical liability shield, which limits
the personal liability of the LLC’s members and managers for company obligations.
A for-profit corporation is a type of business entity recognized and regulated under chapter 607,
F.S. To organize, a corporation must file articles of incorporation, including specifics such as a
corporate name, address, number of shares, and the designation of a registered office and agent. 18
The DOS is the state’s central location responsible for receiving and maintaining a number of
corporate records. Florida law requires certain documents to be filed with the Division of
Corporations (division) of the DOS for a business to be organized as a corporation, partnership,
LLC, or other business/commercial entity. Business entities can file these documents and check
their status through an internet portal maintained by the division.
To help maintain these records, the DOS is statutorily allowed to collect fees. The relevant fees
for the bill are as follows:19
Corporation Fees
New Florida/Foreign Corporation
Filing Fees $35.00
Registered Agent Designation $35.00
Annual Reports
Annual Report of a For Profit Corporation $150.00
Annual Report of Not For Profit Corporation $61.25
Resignation of Agent
Resignation of Registered Agent of an Active Corporation $87.50
Resignation of Registered Agent of an Administratively $35.00
Dissolved/Voluntarily Dissolved/Withdrawn Corporation/Inactive
Corporation
Limited Liability Company Fees
New Florida/Foreign LLC
18
Section 607.0202, F.S.
19
The Florida Department of State, Division of Corporations, Fees, available at https://dos.fl.gov/sunbiz/forms/fees/, (last
visited March 14, 2025).
BILL: CS/SB 1172 Page 6
Filing Fee $100.00
Registered Agent Designation Fee $25.00
Annual Reports
Annual Report $138.75
Resignation of Agent
Resignation of Registered Agent for an active LLC $85.00
Resignation of Registered Agent for a dissolved/inactive LLC $25.00
Florida Sales and Use Tax
Florida levies a 6 percent tax on the sale or rental of most items of tangible personal property,20
admissions,21 transient rentals,22 and a limited number of services, as well as a 2 percent tax on
commercial leases.23 Sales tax is added to the price of the taxable good or service and collected
from the purchaser at the time of sale.24 Counties are authorized to impose local discretionary
sales surtaxes in addition to the state sales tax.25
Section 212.05, F.S. provides several exemptions from the sales and use tax, many directly
related to “business operations.”
Corporate Income/Franchise Tax
Florida levies a 5.5 percent tax on the taxable income of corporations and financial institutions
doing business in Florida.26 Florida utilizes the taxable income determined for federal income tax
purposes as a starting point to determine the total amount of Florida corporate income tax due.27
This means that a corporation paying taxes in Florida generally receives the same benefits from
deductions allowed when determining taxable income for federal tax purposes as it does when
determining taxable income for state taxation purposes.
Florida provides various tax benefits for certain corporate activities. These tax benefits take the
form of subtractions, which reduce the amount of income that is subject to tax; exemptions,
which prohibit taxation on certain levels of income; and tax credits, which reduce a corporation’s
tax liability dollar-for-dollar.
III. Effect of Proposed Changes:
Section 1 amends s. 295.07, F.S., to require the state and its political subdivisions to give
preference in appointment and retention in positions of employment to the spouses of wartime
20
Section 212.05(1)(a)1.a., F.S.
21
Section 212.04(1)(b), F.S.
22
Section 212.03(1)(a), F.S.
23
Section 212.031, F.S.
24
Section 212.07(2), F.S.
25
Section 212.055, F.S.
26
Section 220.11(2), F.S.
27
Section 220.12, F.S.
BILL: CS/SB 1172 Page 7
veterans, veterans, members of any reserve component of the U.S. Armed Forces or the Florida
National Guard, and certain active duty servicemembers.
Section 2 amends s. 295.187, F.S., relating to the “Florida Veteran Business Enterprise
Opportunity Act,” to define a business owned by a veteran or military spouse and provide that
such businesses be considered for vendor contracting preferences.
Section 3 amends s. 295.188, F.S., to authorize private employers to adopt employment policies
that give preference in hiring to current members of any reserve component of the U.S. Armed
Forces or the Florida National Guard and their spouses, and the spouses of active duty
servicemembers serving in the U.S. Armed Forces.
Section 4 creates s. 295.189, F.S., the Florida Veterans and Military Spouse Business
Development Act to attract and support veteran-owned and military spouse-owned businesses by
providing financial and operational incentives.
The bill defines a veteran-owned or military spouse-owned business as a business entity that is at
least 51 percent owned, controlled, or managed by one or more veterans or military spouses. The
bill defines “military spouse” as the spouse of an active duty28 member of the U.S. Armed
Forces29 or a veteran.
Fee Waivers
The DOS must waive all fees for a new business established by a veteran or military spouse or an
existing veteran-owned or military spouse-owned business that relocates to Florida.
The DOS must establish registration requirements for the fee waivers, which must include:
• For veterans - A DD Form 214 or another acceptable form of identification as specified by
the FDVA; or
• For military spouses – verification of a relationship with a spouse on active duty.
The fee waivers apply to such businesses established or certified between July 1, 2025, and
December 31, 2030, and must receive expedited processing for certifications.
Tax Exemptions
Eligible veteran-owned and military spouse-owned business must receive the following tax
exemptions:
• A 5-year exemption from the state corporate income tax.
• A one-time sales tax exemption on equipment and supplies directly related to its business
operations.
• For businesses relocating to Florida, tax exemptions apply for 5 years after the certification
date.
The Department of Revenue must establish procedures for claiming the exemptions.
28
See s. 250.01(1), F.S.
29
See s. 250.01(4), F.S.
BILL: CS/SB 1172 Page 8
Veteran & Military Spouse Entrepreneurship Program
The bill directs the FDVA, in conjunction with the Department of Commerce, to establish the
Veteran and Military Spouse Entrepreneurship Program (program), including an application
process and eligibility criteria. The program must include:
• Personalized business mentorship and consulting services;
• Assistance with obtaining startup capital through state and federal funding programs; and
• Educational resources, including workshops on business planning, marketing, and regulatory
compliance.
Priority must be given to applications from veteran-owned or military spouse-owned businesses.
Other Provisions
The bill requires the FDVA, the DOS, and the Department of Revenue to develop rules to
administer the Act and to ensure interagency cooperation.
The FDVA must submit an annual report to the Governor and the Legislature and include the
following:
• The number of veteran-owned or military spouse-owned businesses that were established in
Florida or relocated to Florida;
• Economic metrics such as jobs created by and tax revenue impact of veteran-owned or
military spouse-owned businesses; and
• Demographic data for the participating veterans and military spouses.
Section 5 provides the bill takes effect upon becoming law.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
Article VII, section 18 of the Florida Constitution requires a two-thirds vote of the
membership of each house of the Legislature requiring counties and municipalities to
spend funds, limit their ability to raise revenue, or reduce the percentage of a state tax
shared with them. This bill does not require counties and municipalities to spend funds,
limit their ability to raise revenue, or reduce the percentage of a shared state tax.
Therefore, the provisions of Article VII, section 18 of the Florida Constitution do not
apply.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
BILL: CS/SB 1172 Page 9
D. State Tax or Fee Increases:
The bill does not create or raise a state tax or fee. Therefore, the requirements of Art. VII,
s. 19 of the Florida Constitution do not apply.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
The Revenue Estimating Conference has not reviewed the bill. The state would likely
collect less in fees and taxes.
B. Private Sector Impact:
The bill may have a positive fiscal impact on eligible veteran and military spouse-owned
businesses that receive tax exemptions and fee waivers and on spouses who find
employment with private employers or with the state.
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
VII. Related Issues:
Regarding the corporate income/franchise tax, as drafted, the bill does not prohibit or prevent a
business owned by a veteran or a military spouse from ceasing operation after 5 years under one
legal entity and creating a new legal entity for an additional 5 years.
Regarding the sales and use tax exemption, it is unclear if it means the use of the exemption is
limited to a single purchase transaction, a single item, or a time frame. It is also unclear how long
the sales tax exemption applies to purchases of equipment and supplies directly related to
business operations made by a new Florida business or an existing business that relocates to
Florida.30
Relating to the annual report required by the FDVA, the bill does not provide a date for which
the report is due.
30
Department of Revenue analysis for SB 1172. On file with Senate Commerce and Tourism Committee.
BILL: CS/SB 1172 Page 10
VIII. Statutes Affected:
This bill substantially amends sections 295.07, 295.187, and 295.188 of the Florida Statutes.
This bill creates section 295.189 of the Florida Statutes.
IX. Additional Information:
A. Committee Substitute – Statement of Substantial Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
CS by Committee on Commerce and Tourism on March 17, 2025:
The CS:
• Requires the state and its political subdivisions to give preference in appointment and
retention in positions of employment to the spouses of wartime veterans, veterans,
members of any reserve component of the U.S. Armed Forces or the Florida National
Guard, and certain active duty servicemembers.
• Authorizes private employers to adopt employment policies that give preference in
hiring to current members of any reserve component of the U.S. Armed Forces or the
Florida National Guard and their spouses, and the spouses of active duty
servicemembers serving in the U.S. Armed Forces.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2025 COMMITTEE AMENDMENT Florida Senate - 2025 COMMITTEE AMENDMENT
Bill No. SB 1172 Bill No. SB 1172
Ì198256EÎ198256 Ì198256EÎ198256
LEGISLATIVE ACTION 11 employment to:
Senate . House 12 (c) A wartime veteran as defined in s. 1.01(14), who has
Comm: RCS . 13 served at least 1 day during a wartime period, and his or her
03/17/2025 . 14 spouse. Active duty for training may not be allowed for
. 15 eligibility under this paragraph.
. 16 (f) A veteran as defined in s. 1.01(14) and his or her
. 17 spouse. Active duty for training may not be allowed for
18 eligibility under this paragraph.
19 (g) A current member of any reserve component of the United
20 States Armed Forces or the Florida National Guard and his or her
21 spouse.
22 (h) The spouse of an active duty servicemember serving in
23 the United States Armed Forces. Active duty training may not be
24 allowed for eligibility under this paragraph.
25 Section 2. Section 295.188, Florida Statutes, is amended to
The Committee on Commerce and Tourism (Jones) recommended the 26 read:
following: 27 295.188 Preference in hiring veterans and their spouses for
28 private employers.—
1 Senate Amendment (with title amendment) 29 (1) The Legislature intends to establish a permissive
2 30 preference in private employment for certain veterans and their
3 Before line 27 31 spouses.
4 insert: 32 (2) A private employer may adopt an employment policy that
5 Section 1. Paragraphs (c), (f), and (g) of subsection (1) 33 gives preference in hiring to an honorably discharged veteran,
6 of section 295.07, Florida Statutes, are amended, and paragraph 34 as defined in s. 1.01(14); the spouse of a veteran with a
7 (h) is added to that subsection, to read: 35 service-connected disability, as described in s. 295.07(1)(b);
8 295.07 Preference in appointment and retention.— 36 the unremarried widow or widower of a veteran who died of a
9 (1) The state and its political subdivisions shall give 37 service-connected disability, as described in s. 295.07(1)(d);
10 preference in appointment and retention in positions of 38 or the unremarried widow or widower of a member of the United
39 States Armed Forces who died in the line of duty under combat-
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Florida Senate - 2025 COMMITTEE AMENDMENT Florida Senate - 2025 COMMITTEE AMENDMENT
Bill No. SB 1172 Bill No. SB 1172
Ì198256EÎ198256 Ì198256EÎ198256
40 related conditions; a current member of any reserve component of 69 active duty training from being eligible for such
41 the United States Armed Forces or the Florida National Guard or 70 preference; amending s. 295.187, F.S.; defining the
42 his or her spouse; or the spouse of an active duty servicemember 71 term “veteran-owned or military spouse-owned
43 serving in the United States Armed Forces. Active duty training 72 business”; providing for contracting preferences for
44 may not be allowed for eligibility under this subsection. Such 73 such businesses; creating s. 295.189, F.S.; providing
45 policy shall be applied uniformly to employment decisions 74 a short title; providing
46 regarding hiring and promotion.
47 (3) These preferences are not considered violations of any
48 state or local equal employment opportunity law.
49
50 ================= T I T L E A M E N D M E N T ================
51 And the title is amended as follows:
52 Delete lines 2 - 7
53 and insert:
54 An act relating to preferences for veterans and
55 military spouses; amending s. 295.07, F.S.; requiring
56 the state and its political subdivisions to give
57 preference in appointment and retention in positions
58 of employment to the spouses of wartime veterans,
59 veterans, members of any reserve component of the
60 United States Armed Forces or the Florida National
61 Guard, and certain active duty servicemembers;
62 amending s. 295.188, F.S.; authorizing private
63 employers to adopt employment policies that give
64 preference in hiring to current members of any reserve
65 component of the United States Armed Forces or the
66 Florida National Guard and their spouses and the
67 spouses of active duty servicemembers serving in the
68 United States Armed Forces; prohibiting members on
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Florida Senate - 2025 SB 1172 Florida Senate - 2025 SB 1172
By Senator Jones
34-01662-25 20251172__ 34-01662-25 20251172__
1 A bill to be entitled 30 subsection (4) of that section is amended, to read:
2 An act relating to business development incentives for 31 295.187 Florida Veteran Business Enterprise Opportunity
3 veterans and military spouses; providing a short 32 Act.—
4 title; amending s. 295.187, F.S.; defining the term 33 (3) DEFINITIONS.—For the purpose of this section, the term:
5 “veteran-owned or military spouse-owned business”; 34 (d) “Veteran-owned or military spouse-owned business” has
6 providing for contracting preferences for such 35 the same meaning as in s. 295.189(3).
7 businesses; creating s. 295.189, F.S.; providing 36 (4) VENDOR PREFERENCE.—
8 definitions; requiring the Department of State to 37 (a) A state agency, when considering two or more bids,
9 waive specified fees for certain businesses; providing 38 proposals, or replies for the procurement of commodities or
10 eligibility requirements for the fee waivers; 39 contractual services, at least one of which is from a certified
11 providing applicability; providing specified tax 40 veteran business enterprise or veteran-owned or military spouse-
12 exemptions for certain businesses; requiring the 41 owned business, which are equal with respect to all relevant
13 Department of Revenue to develop procedures for such 42 considerations, including price, quality, and service, shall
14 exemptions; providing that such exemptions apply for a 43 award such procurement or contract to the certified veteran
15 specified period for certain businesses relocating to 44 business enterprise or the veteran-owned or military spouse-
16 this state; establishing the Veteran and Military 45 owned business.
17 Spouse Entrepreneurship Program in consultation with 46 (b) Notwithstanding s. 287.057(12), if a veteran business
18 the Department of Commerce; providing requirements for 47 enterprise or a veteran-owned or military spouse-owned business
19 the program; requiring that certain businesses receive 48 entitled to the vendor preference under this section and one or
20 expedited processing for certain certifications; 49 more businesses entitled to this preference or another vendor
21 providing for rulemaking and interagency cooperation; 50 preference provided by law submit bids, proposals, or replies
22 providing reporting requirements; providing an 51 for procurement of commodities or contractual services which are
23 effective date. 52 equal with respect to all relevant considerations, including
24 53 price, quality, and service, the state agency shall award the
25 Be It Enacted by the Legislature of the State of Florida: 54 procurement or contract to the business having the smallest net
26 55 worth.
27 Section 1. Present paragraph (d) of subsection (3) of 56 (c) Political subdivisions of the state are encouraged to
28 section 295.187, Florida Statutes, is redesignated as paragraph 57 offer a similar consideration to businesses certified under this
29 (e), a new paragraph (d) is added to that subsection, and 58 section.
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Florida Senate - 2025 SB 1172 Florida Senate - 2025 SB 1172
34-01662-25 20251172__ 34-01662-25 20251172__
59 Section 2. Section 295.189, Florida Statutes, is created to 88 2. An existing veteran-owned or military spouse-owned
60 read: 89 business that relocates to this state.
61 295.189 Business development incentives for veterans and 90 (b) The Department of State shall establish registration
62 military spouses.— 91 requirements for such fee waivers, which must include:
63 (1) SHORT TITLE.—This act may be cited as the “Florida 92 1. For veterans, a DD Form 214 or another acceptable form
64 Veterans and Military Spouse Business Development Act.” 93 of identification as specified by the Department of Veterans’
65 (2) LEGISLATIVE FINDINGS AND INTENT.— 94 Affairs; or
66 (a) The Legislature finds that veterans and military 95 2. For military spouses, verification of a military spouse
67 spouses contribute significantly to this state’s economy through 96 relationship with a spouse who is on active duty.
68 their skills, expertise, and entrepreneurial efforts. 97 (c) The fee waivers apply to veteran-owned or military
69 (b) The Legislature recognizes the challenges of frequent 98 spouse-owned businesses established or certified between July 1,
70 relocations and economic instability faced by many military 99 2025, and December 31, 2030.
71 spouses. 100 (5) TAX EXEMPTIONS.—
72 (c) It is the intent of the Legislature that this act 101 (a) Eligible veteran-owned and military spouse-owned
73 attract and support veteran-owned and military spouse-owned 102 businesses shall receive:
74 businesses by providing financial and operational incentives. 103 1. A 5-year exemption from the state corporate income tax
75 (3) DEFINITIONS.—For the purpose of this section, the term: 104 and state franchise tax.
76 (a) “Military spouse” means the spouse of: 105 2. A one-time sales tax exemption on equipment and supplies
77 1. An active duty member of the United States Armed Forces; 106 directly related to its business operations.
78 or 107 (b) The Department of Revenue shall establish procedures
79 2. A veteran. 108 for claiming these exemptions.
80 (b) “Veteran” has the same meaning as in s. 1.01(14). 109 (c) For businesses relocating to this state, tax exemptions
81 (c) “Veteran-owned or military spouse-owned business” means 110 apply for 5 years after the date of certification.
82 a business entity that is at least 51 percent owned, controlled, 111 (6) VETERAN AND MILITARY SPOUSE ENTREPRENEURSHIP PROGRAM.—
83 or managed by one or more veterans or military spouses. 112 (a) The Department of Veterans’ Affairs, in conjunction
84 (4) FEE WAIVER.— 113 with the Department of Commerce, shall establish the Veteran and
85 (a) The Department of State shall waive all fees for: 114 Military Spouse Entrepreneurship Program, including an
86 1. A new business established by a veteran or military 115 application process and eligibility criteria. The program must
87 spouse. 116 include:
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Florida Senate - 2025 SB 1172
34-01662-25 20251172__
117 1. Personalized business mentorship and consulting
118 services.
119 2. Assistance with obtaining startup capital through state
120 and federal funding programs.
121 3. Educational resources, including workshops on business
122 planning, marketing, and regulatory compliance.
123 (b) Priority must be given to applications from businesses
124 that are veteran-owned or military spouse-owned.
125 (7) EXPEDITED PROCESSING.—Veteran-owned and military
126 spouse-owned businesses must receive expedited processing for
127 certifications.
128 (8) ADMINISTRATION.—The Department of Veterans’ Affairs,
129 the Department of Revenue, and the Department of State shall:
130 (a) Develop rules for administering this section.
131 (b) Ensure interagency cooperation for seamless
132 implementation of this section.
133 (9) ANNUAL REPORTING.—The Department of Veterans’ Affairs
134 shall submit an annual report to the Governor, the President of
135 the Senate, and the Speaker of the House of Representatives that
136 includes:
137 (a) The number of veteran-owned or military spouse-owned
138 businesses that were established in this state or that relocated
139 to this state.
140 (b) Economic metrics such as jobs created by and tax
141 revenue impact of veteran-owned or military spouse-owned
142 businesses.
143 (c) Demographic data for the participating veterans and
144 military spouses.
145 Section 3. This act shall take effect upon becoming a law.
Page 5 of 5
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The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: March 4, 2025
I respectfully request that Senate Bill #1172, relating to Business Development Incentives for
Veterans, Retirees, and Military Spouses, be placed on the:
committee agenda at your earliest possible convenience.
next committee agenda.
Senator Shevrin D. “Shev” Jones
Florida Senate, District 34
File signed original with committee office S-020 (03/2004)
The Florida Senate
L APPEARANCE RECORD
Meeting Date Bill Number orTopic
Deliver both copies of this form to
Uafal-.: &e--c-,-.f
Committee
Senate professional staff conducting the meeting
Amendment Barcode (if applicable)
Name Se Phone L
Address zzcr' iln
Strcet
Ll n4 kue Email
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City State Zip
Speaking:
Rror !
Against I lnformation OR waive speaking: I tn support ! Against
PLEASE CHECK ONE OFTHE FOLLOWING:
[.*i I am aooearino without I am a registered lobbyist, I am not a lobbyist, but received
F{.orp"nr.tion or sponsorship. representing: something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
This form is part of the public record for this meeting. s-001 (08/10/2021)
2025 AGENCY LEGISLATIVE BILL ANALYSIS
DEPARTMENT OF REVENUE
BILL INFORMATION
BILL NUMBER: SB 1172
BILL TITLE: Business Development Incentives for Veterans and Military Spouses
BILL SPONSOR: Senator Jones
EFFECTIVE DATE: Upon becoming a law
COMMITTEES OF REFERENCE
1) Commerce and Tourism
2) Finance and Tax
3) Appropriations
4)
5)
CURRENT COMMITTEE
N/A
SIMILAR BILLS
BILL NUMBER: HB 821
SPONSOR: Representative Gantt
IDENTICAL BILLS
BILL NUMBER: N/A
SPONSOR:
PREVIOUS LEGISLATION
YEAR/BILL NUMBER/SPONSOR/LAST ACTION:
BILL ANALYSIS INFORMATION
DATE OF ANALYSIS: March 7, 2025
AGENCY CONTACT: Alec Yarger (850) 717-6153
SB 1172
POLICY ANALYSIS
1. ANALYSIS OF EACH SECTION THAT AFFECTS THE DEPARTMENT OF REVENUE.
Section 1 (pp. 1-2): Florida Veteran Business Enterprise Opportunity Act
PRESENT SITUATION
Section 295.187, F.S., provides for the Florida Veteran Business Enterprise Opportunity Act, which was
established to rectify the economic disadvantage of service-disabled veterans. Section 295.187(3), F.S.,
provides definitions to administer the act.
EFFECT OF THE BILL
Amends s. 295.187(3), F.S., to provide that the phrase "veteran-owned or military spouse-owned business"
means “a business entity that is at least 51 percent owned, controlled, or managed by one or more veterans or
military spouses,” as defined in proposed s. 295.189, F.S., which is created by section 2 of the bill.
Section 2 (pp. 3-5): Business development incentives for veterans and military spouses
PRESENT SITUATION
Florida does not currently provide specific financial and operational incentives to veteran-owned and military
spouse-owned businesses.
EFFECT OF THE BILL
Creates s. 295.189, F.S., to establish the Florida Veterans and Military Spouse Business Development Act,
which is intended to provide financial and operational incentives in order to attract and support veteran-owned
and military spouse-owned businesses.
As part of the act, s. 295.189(4), F.S., requires the Department of State to waive all fees for new veteran-
owned or military spouse-owned businesses and existing veteran-owned or military spouse-owned businesses
that relocate to Florida.
Section 295.189(5), F.S., provides tax exemptions to a veteran-owned or military spouse-owned business. The
exemptions include a 5-year exemption from Florida corporate income/franchise tax and a one-time sales tax
exemption on purchases of equipment and supplies directly related to the business operations of a veteran-
owned or military spouse-owned business. Provides that the tax exemptions for businesses relocating to
Florida shall apply for 5 years after the date of certification.
Other incentives include the Veteran and Military Spouse Entrepreneurship Program to be established by the
Department of Veterans' Affairs in conjunction with the Department of Commerce, as well as required
expedited processing for certifications.
The Department is required to develop procedures for claiming the tax exemptions, as well as rules for
administering the provisions of the act.
Section 3. (p. 5): Provides the bill shall take effect upon becoming a law.
2
SB 1172
2. DOES THE DEPARTMENT EXPECT TO DEVELOP, ADOPT, MODIFY OR ELIMINATE ANY RULES,
REGULATIONS, POLICIES, OR PROCEDURES? ☒ YES ☐ NO
Possible amendment of an existing rule or new rule to administer the
SUT exemption. The Department will post TIPs to inform eligible
If yes, explain:
veteran-owned and military spouse-owned businesses about the CIT
and SUT exemptions.
Rule(s) impacted
(provide references to To be determined.
F.A.C., etc.):
3. WHAT IS THE POSITION OF AFFECTED CITIZENS OR STAKEHOLDER GROUPS? N/A
4. DOES THE BILL REQUIRE THE DEPARTMENT TO SUBMIT, MODIFY OR DELETE ANY REPORTS,
STUDIES OR PLANS? ☐ YES ☒ NO
If yes, provide a
description:
Date Due:
Bill Section Number(s):
5. ARE THERE ANY GUBERNATORIAL APPOINTMENTS OR CHANGES TO EXISTING BOARDS, TASK
FORCES, COUNCILS, COMMISSIONS, ETC. THAT AFFECTS THE DEPARTMENT OF REVENUE
REQUIRED BY THIS BILL? ☐ YES ☒ NO
Board:
Board Purpose:
Who Appoints:
Changes:
Bill Section Number(s):
FISCAL ANALYSIS
6. DOES THE BILL HAVE A FISCAL IMPACT TO LOCAL GOVERNMENT? The Department of Revenue
does not conduct this analysis. The Revenue Estimating Conference will determine the revenue impact, if
any, to local governments.
3
SB 1172
7. DOES THE BILL HAVE A FISCAL IMPACT TO STATE GOVERNMENT?
The Department of Revenue does not conduct this analysis. The Revenue
Revenues: Estimating Conference will determine the revenue impact, if any, to state
government.
Expenditures:
(Department of
☐ NO IMPACT ☐ LESS THAN $25,000 ☐ MORE THAN $25,000
Revenue expenditures
☐ UNABLE TO DETERMINE ☒ OPERATIONAL IMPACT ONLY
and operational
impacts)
Does the legislation
contain an appropriation ☐ YES ☒ NO
to the Department?
8. DOES THE BILL HAVE A FISCAL IMPACT TO THE PRIVATE SECTOR? The Department of Revenue
does not conduct this analysis.
9. DOES THE BILL INCREASE OR DECREASE TAXES, FEES OR FINES? The Department of Revenue
does not conduct this analysis. The Revenue Estimating Conference will determine the revenue impact on
state and local government, if any.
TECHNOLOGY IMPACT
If any, see attached Fiscal Impact Analysis.
FEDERAL IMPACT
If any, see Additional Comments section below.
ADDITIONAL COMMENTS
10. STATUTE(S) AFFECTED: Sections 295.187 and 295.189, F.S.
11. HAS SIMILAR LANGUAGE, A COMPANION BILL OR A PREVIOUS VERSION OF THE BILL BEEN
ANALYZED THIS SESSION? ☒ YES ☐ NO If no, go to #12. If yes:
A. Identify language or bill number. HB 821
B. Were issues/problems identified? ☒ YES ☐ NO
a. If yes, have they been resolved? ☐ YES ☒ NO If no, briefly explain.
The issues pointed out for HB 821 remain.
C. Are new issues/problems created? ☐ YES ☐ NO If yes, briefly identify.
12. DOES THE BILL PRESENT DIFFICULTY IN IMPLEMENTATION, ADMINISTRATION OR
ENFORCEMENT? ☒ YES ☐ NO
If yes, describe administrative problems, technical errors, or other difficulties:
4
SB 1172
Section 2:
Exemption for corporate income/franchise tax:
As written, there is nothing to prohibit or prevent a veteran-owned or military spouse-owned business to
cease operation after 5 years under one legal entity and create a new legal entity for an additional 5-
year period. The Department assumes that an eligible veteran-owned or military spouse-owned
business does not have to file a CIT return to get the tax exemption. Since there is not a registration
requirement for taxpayers subject to CIT, there would be no way to track or discover such entities.
Exemption for sales and use tax:
It is unclear if one-time sales tax exemption means the use of the exemption is limited to a single
purchase transaction, a single item, or time frame. It is unclear how long the sales tax exemption
applies to purchases of equipment and supplies directly related to business operations made by a new
Florida business or existing business that relocates to Florida. It is unclear whether the 5-year tax
exemption period for businesses relocating to Florida applies to both the CIT and SUT exemptions.
It is unclear how the veteran-owned or military spouse-owned business will document that purchases of
equipment and supplies are directly related to business operations.
13. RECOMMENDED CORRECTIONS: ☒ YES ☐ NO If yes, provide corrections.
The Department will likely need emergency rulemaking authority to implement the provisions of the bill:
The Department of Revenue may, and all conditions are deemed met to, adopt emergency rules
pursuant to s. 120.54(4), Florida Statutes, for the purpose of implementing the provisions of this act.
Notwithstanding any other law, emergency rules adopted pursuant to this subsection are effective for 6
months after adoption and may be renewed during the pendency of procedures to adopt permanent
rules addressing the subject of the emergency rules.
14. OTHER:
It may be helpful to add reference to the sales and use tax exemption to s. 212.08, F.S.
It may be helpful to add reference to the corporate income/franchise tax exemption to Ch. 220, F.S.
If the sales tax exemption is intended to apply to a single purchase transaction, purchase of a single
item, or purchases made within a limited time frame, the Department recommends that the proposed
sales tax exemption be provided by way of a refund of the sales tax paid by the veteran-owned or
military spouse-owned business. There are several existing exemptions administered by way of refund.
Examples include:
o Tax Refund for Building Materials, Rental Items, and Pest Control Services Used in Rural Areas
of Opportunity, pursuant to s. 212.08(5)(q), F.S.
o Exemption for Building Materials Used in Construction of Eligible Residential Units for
Affordable Housing, pursuant to s. 212.08(5)(u), F.S.
o Florida Neighborhood Revitalization Program (Tax Refund for Building Materials used in
Redevelopment Projects), pursuant to s. 212.08(5)(o), F.S.
o Tax Refund for Community Contribution, pursuant to s. 212.08(5)(p), F.S.
5
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: CS/SB 1400
INTRODUCER: Commerce and Tourism Committee and Senator Calatayud
SUBJECT: Removal of Altered Sexual Depictions Posted Without Consent
DATE: March 17, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Dike McKay CM Fav/CS
2. CJ
3. RC
Please see Section IX. for Additional Information:
COMMITTEE SUBSTITUTE - Substantial Changes
I. Summary:
CS/SB 1400 amends s. 836.13, F.S., to require covered platforms, such as websites and online
services, to remove altered sexual depictions and copies of such from their platform upon request
of the victim. Upon receipt of the request, a covered platform has 48 hours to remove the altered
sexual depiction. The bill requires covered platforms to provide clear notice of the platform’s
responsibilities under the bill, including the manner in which a person can submit a notification
and request for removal of the altered sexual depiction. The bill identifies which platforms are
bound by these requirements and provides liability protections for platforms’ good faith efforts
to remove altered sexual depictions. Further, the bill provides a remedy for violations, classifying
a failure to follow these requirements as an unfair or deceptive act or practice under the Florida
Deceptive and Unfair Trade Practices Act.
The bill takes effect upon becoming law.
BILL: CS/SB 1400 Page 2
II. Present Situation:
Nonconsensual Altered Sexual Depictions
Over the last decade, Americans have started to recognize the growing problem of distribution of
sexually explicit images without consent, otherwise known as “revenge porn.”1 Although Florida
and other states have enacted protections against revenge porn, there are still instances in which a
person may be a victim of nonconsensual pornography in the form of altered sexual depictions,
more commonly known as “deepfakes.”2 Deepfakes typically take the form of imagery, video,
and audio material that “is produced or distributed without the consent of the subject and has
been altered, potentially with artificial intelligence, to show nonconsensual intimate or explicit
content.”3Advancements in technology, such as increased availability and usage of generative
AI, have enabled perpetrators to manipulate sexual materials in ways that circumvent revenge
porn laws.4 For example, “if a photo depicted the victim nude, where the victim’s face was real,
but the victim’s genitals were computer generated, many laws would not apply because the
intimate part of the image was not the victim’s.”5
Researchers have discovered that 98% of the deepfake videos found online are explicitly
pornographic and 99% of deepfake pornography features women.6 Moreover, the creation of
deepfake pornography is rapidly increasing, as researchers found that there were 464% more
deepfake pornographic videos created in 2023 than in 2022.7 Further, 90% of deepfake
pornography is found on dedicated deepfake pornography platforms.8 In response to the
prevalence of deepfakes, the Department of Homeland Security has declared that “[d]eepfakes
and the misuse of synthetic content pose a clear, present, and evolving threat to the public across
national security, law enforcement, financial, and societal domains.”9
1
“In 2016, 10 million people, or 2% of Americans had reported being victims of nonconsensual porn. Individuals ages 18-29
generally, and women aged 18-29 specifically, as well as LGTBQ+ Americans were victimized at even higher rates. In 2017,
the number of young Americans ages 18-29 who had become victims of nonconsensual porn jumped to 12%, an increase of
over 100%. In 2019, a larger study suggests that the problem has only grown, showing a 400% increase in the number of
victims from 2016. Taken as a whole, these statistics show the number of victims continues to rise at an alarming rate even
though both the legal system and society as a whole have attempted to address the issue.” Chance Carter, NAT’L ASS’N OF
ATT’Y GEN., An Update on the Legal Landscape of Revenge Porn, available at https://www.naag.org/attorney-general-
journal/an-update-on-the-legal-landscape-of-revenge-porn/#identifier_4_21493 (last visited Mar. 17, 2025).
2
RAINN, RAINN’s Recommendation for Effectively Addressing Nonconsensual Manipulated Intimate Material (Deepfakes),
available at
https://www.rainn.org/sites/default/files/import/RAINN%20on%20nonconsensual%20manipulated%20intimate%20material
%20-
%20Google%20Docs.pdf#:~:text=We%20refer%20to%20imagery%2C%20video%2C%20audio%2C%20etc.%20that,or%20
explicit%20content%20as%20%E2%80%9Cnonconsensual%20manipulated%20intimate%20material%E2%80%9D (last
visited Mar. 17, 2025).; see also DEPT. OF HOMELAND SEC., Increasing Threat of Deepfake Identities,
https://www.dhs.gov/sites/default/files/publications/increasing_threats_of_deepfake_identities_0.pdf (last visited Mar. 17,
2025).
3
RAINN, supra note 2.
4
RAINN, supra note 2.
5
RAINN, supra note 2.
6
Security Hero, 2023 State of Deepfakes, available at https://www.securityhero.io/state-of-deepfakes/#concluding-remarks
(last visited Mar. 17, 2025).
7
Id.
8
Id.
9
DEPT. OF HOMELAND SEC., supra note 2.
BILL: CS/SB 1400 Page 3
Florida Law
In 2022, the Florida Legislature created s. 836.13, F.S., to cover this gap in law. The statute
addresses deepfake images by providing that a person commits a third degree felony when he or
she willfully and maliciously promotes any altered sexual depiction of an identifiable person,
without the consent of the identifiable person, and who knows or reasonably should have known
that such visual depiction was an altered sexual depiction.10 A victim may initiate a civil action
against those violating against a person who violates the statute to obtain injunctive relief,
monetary damages of $10,000 or actual damages, and reasonable attorney’s fees and costs.11
While this statute may be used by victims to obtain justice against perpetrators for the harm
caused by deepfake pornography, the statute does not currently provide a mechanism by which
victims can request removal of such media from online platforms.
Florida Deceptive and Unfair Trade Practices Act
It is unlawful under the Florida Deceptive and Unfair Trade Practices Act (FDUTPA), ss.
501.201-501.213, F.S., for a party to take part in “unfair methods of competition, unconscionable
acts or practices, and unfair or deceptive acts of practices in the conduct of any trade or
commerce.”12 Such practices include fraudulent billing,13 misleading a consumer or
misrepresenting a product’s characteristics,14 or other behavior determined to be unfair by a
court.15 Under the FDUTPA, the Office of the State Attorney or Department of Legal Affairs,
either by their own inquiry or through complaints, may investigate violations of the FDUTPA.16
In addition to other remedies under state and federal law, the enforcing authority may bring
actions for declaratory judgment, injunctive relief, actual damages on behalf of consumers and
businesses, cease and desist orders, and civil penalties up to $10,000 per violation.17 Moreover,
consumers may bring private actions against parties for violating the FDUTPA, resulting in
either:
• Declaratory judgment and injunctive relief when the consumer is aggrieved by a FDUTPA
violation; or
• Actual damages, attorney fees, and court costs, when the consumer has suffered a loss due to
the FDUTPA violation.18
10
Section 836.13, F.S.
11
Section 836.13(5), F.S.
12
Section 501.204, F.S.
13
State Farm Mut. Auto. Ins. Co. v. Medical Service Center of Florida, Inc., 103 F. Supp. 3d 1343 (S.D. Fla. 2015).
14
Lewis v. Mercedes-Benz USA, LLC, 530 F. Supp. 3d 1183 (S.D. Fla. 2021); Marty v. Anheuser-Busch Companies, LLC, 43
F. Supp. 3d 1333 (S.D. Fla. 2014).
15
See Siever v. BWGaskets, Inc., 669 F. Supp. 2d 1286, 1292-93 (M.D. Fla. 2009).
16
The enforcing authority under the FDUTPA may “administer oaths and affirmations, subpoena witnesses or matter, and
collect evidence.” Section 501.206, F.S.
17
Sections 501.207, 501.2077, 501.2075, 501.208, F.S.
18
Sections 501.2105, 501.211, F.S.
BILL: CS/SB 1400 Page 4
III. Effect of Proposed Changes:
Required Removal Procedure
CS/SB 1400 requires that no later than December 31, 2025, covered platforms establish a process
by which a person may notify and request removal of an altered sexual depiction19 that was
published without their consent. The notification and request for removal must include, in
writing:
• A physical or electronic signature of the identifiable person or an authorized person acting on
their behalf.
• An identification of, and information reasonably sufficient for the covered platform to locate,
the altered sexual depiction of the identifiable person.
• A brief statement that the identifiable person has a good faith belief that any altered sexual
depiction identified is not consensual, including any relevant information for the covered
platform to determine the depiction was published without consent.
• Information sufficient to enable the covered platform to contact the person.
Upon receipt of a valid removal request, within 48 hours the covered platform must remove the
altered sexual depiction and make reasonable efforts to identify and remove any known, identical
copies of such depiction.
Clear and Conspicuous Notice
The bill requires a covered platform to provide clear and conspicuous notice of the notice and
removal process, which:
• Is easy to read and is in plain language.
• Provides information regarding the responsibilities of the covered platform under this bill.
• Includes a description of how a person can submit a notification and request for removal.
Covered Platforms
Under the bill, “covered platform” means a website, online service, online application, or mobile
application that serves the public and:
• Primarily provides a forum for user-generated content, including messages, videos, images,
games, and audio files; or
• For which it is in the regular course of trade or business of the website, online service, online
application, or mobile application to publish, curate, host, or make available content of
nonconsensual altered sexual depictions.
The bill explicitly does not apply to:
• A provider of information service or telecommunications service, as defined in 47 U.S.C. s.
153, for content provided by another person.
19
“Altered sexual depiction” means any visual depiction that, as a result of any type of digital, electronic, mechanical, or
other modification, alteration, or adaptation, depicts a realistic version of an identifiable person: 1. With the nude body parts
of another person as the nude body parts of the identifiable person; 2. With computer-generated nude body parts as the nude
body parts of the identifiable person; or 3. Engaging in sexual conduct as defined in s. 847.001 in which the identifiable
person did not engage. Section 836.13, F.S.
BILL: CS/SB 1400 Page 5
• Electronic mail.
• Except as otherwise provided, an online service, application, or website:
o That consists primarily of preselected content by the provider, rather than content that is
user generated; and
o For which any chat, comment, or interactive functionality is incidental to, directly related
to, or dependent on the provision of the content described above.
Liability
The bill provides that a covered platform shall not be found liable for any claim based on the
platform’s good faith removal of material claimed to be a nonconsensual altered sexual
depiction, regardless of whether the altered sexual depiction is ultimately found to be unlawful.
Remedies
In addition to the remedies provided in s. 836.13(5), F.S., a failure to comply with the notice and
removal requirements of the bill constitutes an unfair or deceptive act or practice under the
FDUTPA.
Effective Date
The bill takes effect upon becoming law.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
BILL: CS/SB 1400 Page 6
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
Covered platforms will need to comply with the notification and removal requirements in
the bill.
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends section 836.13 of the Florida Statutes.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
CS by Commerce and Tourism Committee on March 17, 2024:
The committee substitute excludes providers of information service or
telecommunications service, for content provided by another person, from the covered
platforms under this bill.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2025 COMMITTEE AMENDMENT
Bill No. SB 1400
Ì167756PÎ167756
LEGISLATIVE ACTION
Senate . House
Comm: RCS .
03/17/2025 .
.
.
.
The Committee on Commerce and Tourism (Calatayud) recommended
the following:
1 Senate Amendment
2
3 Delete lines 95 - 96
4 and insert:
5 1. A provider of information service or telecommunications
6 service, as those terms are defined in 47 U.S.C. s. 153, for
7 content provided by another person.
Page 1 of 1
3/13/2025 2:07:43 PM 577-02342-25
Florida Senate - 2025 SB 1400 Florida Senate - 2025 SB 1400
By Senator Calatayud
38-01679A-25 20251400__ 38-01679A-25 20251400__
1 A bill to be entitled 30 and:
2 An act relating to removal of altered sexual 31 1. That primarily provides a forum for user-generated
3 depictions posted without consent; providing a short 32 content, including messages, videos, images, games, and audio
4 title; amending s. 836.13, F.S.; defining the term 33 files; or
5 “covered platform”; requiring covered platforms to 34 2. For which it is in the regular course of trade or
6 establish a process by a specified date for removal of 35 business of the website, online service, online application, or
7 altered sexual depictions posted without the consent 36 mobile application to publish, curate, host, or make available
8 of the identifiable person; providing requirements for 37 content of nonconsensual altered sexual depictions.
9 such process; requiring notice of such a process; 38 (6)(a) No later than December 31, 2025, a covered platform
10 providing immunity for good faith compliance; 39 shall establish a process whereby an identifiable person or an
11 prohibiting unreasonable failure to comply; providing 40 authorized person acting on behalf of such person may:
12 for penalties and remedies; providing exceptions; 41 1. Notify the covered platform of an altered sexual
13 providing an effective date. 42 depiction published on the covered platform which includes a
14 43 depiction of the identifiable person and was published without
15 Be It Enacted by the Legislature of the State of Florida: 44 the consent of the identifiable person; and
16 45 2. Submit a request for the covered platform to remove such
17 Section 1. This act may be cited as “Brooke’s Law.” 46 altered sexual depiction.
18 Section 2. Present paragraphs (b) through (e) of subsection 47 (b) A notification and request for removal of an altered
19 (1) of section 836.13, Florida Statutes, are redesignated as 48 sexual depiction submitted under the process in paragraph (a)
20 paragraphs (c) through (f), respectively, a new paragraph (b) is 49 shall include, in writing:
21 added to that subsection, and present subsections (6), (7), and 50 1. A physical or electronic signature of the identifiable
22 (8) of that section are redesignated as subsections (7), (8), 51 person or authorized person.
23 and (9), respectively, and a new subsection (6) is added to that 52 2. An identification of, and information reasonably
24 section, to read: 53 sufficient for the covered platform to locate, the altered
25 836.13 Promotion of an altered sexual depiction; prohibited 54 sexual depiction of the identifiable person.
26 acts; penalties; applicability.— 55 3. A brief statement that the identifiable person has a
27 (1) As used in this section, the term: 56 good faith belief that any altered sexual depiction identified
28 (b) “Covered platform” means a website, online service, 57 under subparagraph 2. is not consensual, including any relevant
29 online application, or mobile application that serves the public 58 information for the covered platform to determine the altered
Page 1 of 4 Page 2 of 4
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2025 SB 1400 Florida Senate - 2025 SB 1400
38-01679A-25 20251400__ 38-01679A-25 20251400__
59 sexual depiction was published without the consent of the 88 (f) In addition to the remedies under subsection (5), a
60 identifiable person. 89 failure to reasonably comply with the notice and removal
61 4. Information sufficient to enable the covered platform to 90 obligations under this subsection shall be treated as an unfair
62 contact the identifiable person or authorized person. 91 or a deceptive act or practice under part II of chapter 501, and
63 (c) A covered platform shall provide on the platform a 92 the person or entity responsible shall be subject to the
64 clear and conspicuous notice, which may be provided through a 93 penalties and remedies provided in part II of chapter 501.
65 clear and conspicuous link to another web page or disclosure, of 94 (g) This subsection does not apply to the following:
66 the notice and removal process established under paragraph (a) 95 1. A provider of broadband Internet access service, as
67 which: 96 described in 47 C.F.R. s. 8.1(b).
68 1. Is easy to read and in plain language. 97 2. Electronic mail.
69 2. Provides information regarding the responsibilities of 98 3. Except as provided in subparagraph (1)(b)2., an online
70 the covered platform under this subsection, including a 99 service, application, or website:
71 description of how a person can submit a notification and 100 a. That consists primarily of content that is not user
72 request for removal. 101 generated but is preselected by the provider of such online
73 (d) Upon receiving a valid removal request from an 102 service, application, or website; and
74 identifiable person or an authorized person using the process 103 b. For which any chat, comment, or interactive
75 described in paragraph (a), a covered platform shall, as soon as 104 functionality is incidental to, directly related to, or
76 possible, but not later than 48 hours after receiving such 105 dependent on the provision of the content described in sub-
77 request: 106 subparagraph a.
78 1. Remove the altered sexual depiction. 107 Section 3. This act shall take effect upon becoming a law.
79 2. Make reasonable efforts to identify and remove any known
80 identical copies of such altered sexual depiction.
81 (e) A covered platform shall not be liable for any claim
82 based on the covered platform’s good faith disabling of access
83 to, or removal of, material claimed to be a nonconsensual
84 altered sexual depiction based on facts or circumstances from
85 which the unlawful publishing of an altered sexual depiction is
86 apparent, regardless of whether the altered sexual depiction is
87 ultimately determined to be unlawful.
Page 3 of 4 Page 4 of 4
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: March 7, 2025
I respectfully request that Senate Bill #1400, relating to Removal of Altered Depictions Posted
Without Consent, be placed on the:
committee agenda at your earliest possible convenience.
next committee agenda.
Senator Alexis Calatayud
Florida Senate, District 38
File signed original with committee office S-020 (03/2004)
llasoo
The Florida Senate
March 17,2025 APPEARANCE RECORD 1 400
Meeting Date Bill Number orTopic
Deliver both copies of this form to
Commerce & Tourism Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name
Barney Bishop lll Phone
850-510-9922
Address 1454 Vieux Carre Drive Emair Barney@BarneyBishop.com
Strcet
Tallahassee FL 32308
City State zip
Speaking: -ll]rFor ttr Against lffi lnformation OR waive speaking, ffi ln support EiAgainst
PLEASE CHECK ONE OFTHE FOLLOWING:
lam appearing without
tm compensation or sponsorship.
lam a registered lobbyist,
t_81 representing: m I am not a lobbyist, but received
something ofvalue for my appearance
(travel, meals, lodging, etc.),
Fla. Smart Justice Alliance sponsored by:
This form is part of the public record for this meeting. 5-00,| (OB/1O/2O21)
The Florida Senate
311712025 1400
APPEARANCE RECORD
Meeting Date Bill Number orTopic
Deliver both copies of this form to
commerce Senate professional staff conducting the meeting 167756
Committee Amendment Barcode (if applicable)
charles dudley Phone
850-681 -0024
Name
Address 108 s monroe street ,n,'.,, cdudley@flapartners.com
Street
tallahassee ft 32301
City Stdte Zip
ffi nguinrt ffl tnformation OR waive speakins, m ln support ffi ngainst
l:
Speaking: l[-l rot
PLEASE CHECK ONE OF THE FOLLOWING:
m lam appearing without
compensation or sponsorship.
m I am a registered lobbyist,
representing:
Itr something
not
I am but
a lobbyist,
ofvalue for
received
my appearance
(travel, meals, lodging, etc.),
Florida lnternet & Television sponsored by:
Association
This form is part of the public record for this meeting. 5-001 (08/10/20211
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 1438
INTRODUCER: Senator Grall
SUBJECT: Online Access to Materials Harmful to Minors
DATE: March 14, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. McMillan McKay CM Pre-meeting
2. JU
3. RC
I. Summary:
SB 1438 creates ss. 282.803 and 501.1741, F.S., to enhance online protections for minors, and
establishes requirements for developers and manufacturers of applications and devices.
Developers are required to assess whether their applications are likely to be accessed by minors,
and manufacturers must implement age verification measures upon the activation of devices. The
bill also requires developers to provide features for parental management of a minor’s usage of
applications and devices.
The bill amends s. 501.1737, F.S., to require commercial entities to use digital age verification
methods to verify that a user accessing harmful materials is 18 years or older. “Digital age
verification” means either anonymous age verification, standard age verification, or device-based
age verification.
The bill creates a framework for device-based age verification, which requires that covered
manufacturers take reasonable steps to determine user age and obtain parental consent for users
under 16, and requires a website, application, or online service to block access for minors under
18 years of age. Additionally, the bill requires a website, application, or online service to provide
disclaimers before displaying known material harmful to minors.
The Department of Legal Affairs is authorized to adopt rules to enforce the provisions of the bill.
The bill takes effect July 1, 2025.
BILL: SB 1438 Page 2
II. Present Situation:
Addictive Designs and Deceptive Patterns
In general, “addictive designs” or “deceptive patterns,” also called “dark patterns,” are deceptive
user experiences that take advantage of how people habitually use websites, to get them to do
things that they may not normally do, such as impulse purchasing, giving away personal
information, or spending excessive time on websites.1
In 2022, the Federal Trade Commission (FTC) issued a report outlining the ways that companies
are increasingly using dark patterns to manipulate consumers into buying products or forfeiting
their privacy.2 Common dark pattern tactics include:
• Disguising ads by designing advertisements to look like independent editorial content.
• Claiming to be neutral, but actually ranking companies in exchange for compensation.
• Using countdown timers designed to make consumers believe they only have a limited time
to purchase a product or service, even though the offer is not actually time-limited.
• Making it difficult to cancel subscriptions or charges, which involves tricking someone into
paying for goods or services without consent.
• Burying key terms and junk fees, which involves hiding or obscuring material information
from consumers that they do not see before making a purchase.
• Tricking consumers into sharing data, which involves falsely giving consumers choices about
privacy settings or sharing data, but instead steering them toward the option that gives away
the most personal information.3
Effects on Children
Social media has become an important aspect of the digital interactions of minors who use social
media for entertainment and communication purposes.4 Adolescents are constantly in touch with
their peers via social media accounts. However, social media has the potential to have both
positive and negative effects on their health.5 Some 80 percent of teenagers say social media
allows them to feel more connected to their peers, according to a 2022 Pew Research Center
survey of U.S. teens ages 13 to 17. Overall, one in three said that social media has had a mostly
positive effect on them, while 59 percent said that it had neither a positive nor a negative effect.6
On the other hand, many teens’ use, and overuse, of social media has raised questions about its
1
Brad Bartlett, Dark Design Patterns: Teach Kids to Recognise Them, Kidslox, Feb. 7, 2023, available at
https://kidslox.com/guide-to/dark-design-patterns/ (last visited Mar. 14, 2025).
2
Federal Trade Commission (FTC), FTC Report Shows Rise in Sophisticated Dark Patterns Designed to Trick and Trap
Consumers, Sep. 15, 2022, available at https://www.ftc.gov/news-events/news/press-releases/2022/09/ftc-report-shows-rise-
sophisticated-dark-patterns-designed-trick-trap-consumers (last visited Mar. 14, 2025).
3
Id.
4
Andrea Irmer & Florian Schmiedek, Associations between youth’s daily social media use and well-being are mediated by
upward comparisons, 1 COMMUN. PSYCHOL. 12 (Aug. 22, 2023), available at https://doi.org/10.1038/s44271-023-00013-0
(last visited Mar. 14, 2025).
5
Maya Dollarhide, Social Media: Definition, Effects, and List of Top Apps, Investopedia.com, Feb. 19, 2025, available at
https://www.investopedia.com/terms/s/social-media.asp (last visited Mar. 14, 2025).
6
Monica Anderson et al., Connection, Creativity, and Drama: Teen Life on Social Media in 2022, Pew Research Center,
Nov. 16, 2022, available at https://www.pewresearch.org/internet/2022/11/16/connection-creativity-and-drama-teen-life-on-
social-media-in-2022/ (last visited Mar. 14, 2025).
BILL: SB 1438 Page 3
effect on their physical and mental health by distracting them, disrupting their sleep, and
exposing them to bullying, rumor spreading, unrealistic views of other people’s lives, and peer
pressure.7
In May 2023, U.S. Surgeon General Dr. Vivek Murthy released an advisory to call attention to
the effects of social media on youth mental health. The advisory noted that at crucial periods of
adolescent brain development, social media use is predictive of decreases in life satisfaction, as
well as additional concerns around body image, sleep issues, and much more.8 He also concluded
that 13 years old is “too early” for children to use social media, despite most social media
companies allowing 13-year-olds to use their platforms, because in early adolescence, kids are
still “developing their identity, their sense of self.”9
Other experts, such as David Greenfield, a psychologist, agree and assert the platforms lure users
with powerful tactics. One such tactic is “intermittent reinforcement,” which refers to a reward
scheme in which the user receives rewards inconsistently and unpredictably. While adults are
susceptible, young people are particularly at risk because the brain regions that are involved in
resisting temptation and reward are not nearly as developed in children and teenagers as in
adults.10
Based on their preparation and review of studies and other scientific research, many experts have
called for the regulation of social media, and specifically, regulation of the use of social media
by children. Dr. Mary Alvord, a member of the American Psychological Association social
media advisory panel, has stated that just because social media is here to stay, it does not mean
the dangers have to be accepted. “Just as we decide when kids are old enough to drive, and we
teach them to be good drivers, we can establish guidelines and teach children to use social media
safely.” 11
Safety Measures and Parental Controls
Providing children with information regarding how to more safely use social media could reduce
or eliminate harms. Having conversations with them about social media, its benefits, and its
risks, could promote positive social media usage.12 Parental controls can also protect children
7
Mayo Clinic, Tween and teen health, available at https://www.mayoclinic.org/healthy-lifestyle/tween-and-teen-health/in-
depth/teens-and-social-media-use/art-20474437 (last visited Mar. 14, 2025).
8
U.S. Department of Health and Human Services, Office of the Surgeon General, Social Media and Youth Mental Health:
The U.S. Surgeon General’s Advisory (2023), available at https://www.ncbi.nlm.nih.gov/books/NBK594761/ (last visited
Mar. 14, 2025).
9
Lauraine Langreo, Surgeon General: Kids Under 14 Should Not Use Social Media, EducationWeek, Feb. 2, 2023, available
at https://www.edweek.org/leadership/surgeon-general-kids-under-14-should-not-use-social-media/2023/02 (last visited Mar.
14, 2025).
10
Matt Richtel, Is Social Media Addictive? Here’s What the Science Says., The New York Times, Oct. 25, 2023,
available at https://www.nytimes.com/2023/10/25/health/social-media-addiction.html (last visited Mar. 14, 2025).
11
Kirsten Weir, Social media brings benefits and risks to teens. Here’s how psychology can help identify a path forward,
American Psychological Association, Sept. 1, 2023, available at https://www.apa.org/monitor/2023/09/protecting-teens-on-
social-media (last visited Mar. 14, 2025).
12
WebMD Editorial Contributors, How to Talk to Your Kids About Social Media, WebMD.com, available at
https://www.webmd.com/parenting/how-to-talk-to-kids-about-social-media (last visited Mar. 14, 2025).
BILL: SB 1438 Page 4
from inappropriate content, cyberbullying, and other online safety issues.13 Examples of parental
controls include blocking websites, filtering content, imposing limits on screen time, allowing
parents to monitor online activity, using location tracking, and disabling Wi-Fi.14
However, two 2018 studies found that parental control apps may actually be counterproductive
because they harm the trust between a parent and child and reduce the child’s ability to respond
to online threats. In one of the studies, children believed that the apps were overly restrictive and
prevented them from doing everyday tasks, such as homework assignments. Additionally, a
researcher stated that “parental involvement and direct supervision were both associated with
fewer peer problems and less online victimization for teens, but neither of these factors
correlated with the use of parental control apps.”15
Child-Focused Online Privacy Laws
Federal Children’s Online Privacy Protection Act (COPPA)
COPPA,16 and its related rules,17 regulate websites’ collection and use of children’s information.
The operator of a website or online service that is directed to children, or that has actual
knowledge that it collects children’s personal information (covered entities), must comply with
requirements regarding data collection and use, privacy policy notifications, and data security.18
For purposes of COPPA, children are individuals under the age of 13.19 A covered entity may not
collect personal information from a child under the age of 13 without the prior, verifiable consent
of his or her parent.20
COPPA defines personal information as individually identifiable information about an individual
that is collected online, including:21
• First and last name.
• A home or other physical address including street name and name of a city or town.
• An email address.
• A telephone number.
• A social security number.
• Any other identifier that the FTC determines permits the physical or online contacting of a
specific individual; or
13
Internetmatters.org, Parental Controls, available at https://www.internetmatters.org/parental-controls/ (last visited Mar. 14,
2025).
14
Caroline Knorr, Parents’ Ultimate Guide to Parental Controls, Commonsensemedia.org, Mar. 9, 2021, available at
https://www.commonsensemedia.org/articles/parents-ultimate-guide-to-parental-controls (last visited Mar. 14, 2025).
15
Barbara Abney & Zenaida Kotala, Apps to Keep Children Safe Online May be Counterproductive, UCF Today, Apr. 2,
2018, available at https://www.ucf.edu/news/apps-keep-children-safe-online-may-counterproductive/ (last visited Mar. 14,
2025).
16
15 U.S.C. ss. 6501-6505.
17
16 C.F.R. pt. 312.
18
Federal Trade Commission, Complying with COPPA: Frequently Asked Questions, available at
https://www.ftc.gov/business-guidance/resources/complying-coppa-frequently-asked-questions (last visited Mar. 14, 2025).
19
Id.
20
15 U.S.C. §§ 6502(a)-(b).
21
Id.
BILL: SB 1438 Page 5
• Information concerning the child or the parents of that child that the website collects online
from the child and combines with an identifier.22
Operators covered by the rule must:23
• Provide notice of what information is collected from children by the operator, how the
operator uses such information, and the operator's disclosure practices for such information.
• Obtain verifiable parental consent for the collection, use, or disclosure of personal
information from children.24
• Upon request of a parent whose child has provided personal information to a website or
online service, upon proper identification of that parent, to such parent, a description of the
specific types of personal information collected from the child by that operator.
• Upon request of a parent whose child has provided personal information to a website or
online service, upon proper identification of that parent, to such parent, the opportunity at
any time to refuse to permit the operator's further use or maintenance in retrievable form, or
future online collection, of personal information from that child.
• Upon request of a parent whose child has provided personal information to a website or
online service, upon proper identification of that parent, a means that is reasonable under the
circumstances for the parent to obtain any personal information collected from that child.
• Prohibit conditioning a child's participation in a game, the offering of a prize, or another
activity on the child disclosing more personal information than is reasonably necessary to
participate in such activity.
• Require the operator of a website or online service to establish and maintain reasonable
procedures to protect the confidentiality, security, and integrity of personal information
collected from children.25
Violations of COPPA are deemed an unfair or deceptive act or practice and are therefore
prosecuted by the Federal Trade Commission.26 While there is no criminal prosecution or private
right of action under COPPA, the act authorizes state attorneys general to enforce violations that
affect residents of their states.27
In 2019, Google and its subsidiary YouTube agreed to pay a $170 million settlement for lawsuits
brought by the commission and the state of New York for violations of COPPA for collecting
personal information from children without consent. Specifically, it was alleged that YouTube
tracked cookies28 from viewers of child-directed channels, without first notifying parents and
22
Id.
23
Id.
24
The FTC’s finalized updates to the COPPA include the requirements that operators obtain separate verifiable parental
consent for disclosures to third parties, parents will have to provide consent for disclosures to third parties such as ad
networks. See Federal Trade Commission, Children’s Online Privacy Protection Rule, available at
https://www.ftc.gov/system/files/ftc_gov/pdf/coppa_sbp_1.16_0.pdf (last visited Mar. 14, 2025).
25
Id.
26
See id.; see also 15 U.S.C. s. 6502(c); 16 C.F.R. s. 312.9.
27
See Federal Trade Commission, Complying with COPPA: Frequently Asked Questions, available at
https://www.ftc.gov/business-guidance/resources/complying-coppa-frequently-asked-questions (last visited Mar. 14, 2025).
28
Cookies are bits of data that are sent to and from a user’s browser to identify the user. When the user opens a website, the
user’s browser sends a piece of data to the web server hosting that website. This data usually appears as strings of numbers
and letters in a text file. Every time the user accesses a website, a cookie is created and placed in a temporary folder on the
user’s device. From here, cookies try to match the user’s preferences for what the user wants to read, see, or purchase.
BILL: SB 1438 Page 6
obtaining their consent. YouTube earned millions of dollars by using the identifiers to deliver
targeted ads to viewers of these channels.29
On January 16, 2025, the FTC finalized updates to the COPPA to set new requirements around
the collection, use, and disclosure of children’s personal information and give parents new tools
and protections to help them control what data is provided to third parties about their children.30
Age Verification Mechanisms
Many industries are currently required to use online age verification methods, including:
• Alcohol and tobacco.31
• Gambling.
• Adult websites.
• Firearms.32
Adult websites in the U.S. generally use checkboxes for users to confirm that they are at least 18
years of age. Recently, however, numerous states and the United Kingdom have enacted laws
requiring adult websites to use age verification measures to block adult content from being
accessed by minors.33
Additionally, some social media platforms ask for age-identifying information to create new
accounts, but such information is not always verified. For example, Facebook requires new users
to self-report a birthdate to confirm that they are at least 13 years old. Meta is currently testing
new ways to verify age, including through the use of biometrics and online interviews.34
Microsoft, Everything you need to know about Internet cookies, Apr. 25, 2023, available at https://www.microsoft.com/en-
us/edge/learning-center/what-are-cookies?form=MA13I2 (last visited Mar. 14, 2025).
29
Federal Trade Commission, Google and YouTube Will Pay Record $170 Million for Alleged Violations of Children’s
Privacy Law, Sep. 4, 2019, available at https://www.ftc.gov/news-events/news/press-releases/2019/09/google-youtube-will-
pay-record-170-million-alleged-violations-childrens-privacy-law (last visited Mar. 14, 2025).
30
Federal Trade Commission, FTC Finalizes Changes to Children’s Privacy Rule Limiting Companies’ Ability to Monetize
Kids’ Data, available at https://www.ftc.gov/news-events/news/press-releases/2025/01/ftc-finalizes-changes-childrens-
privacy-rule-limiting-companies-ability-monetize-kids-
data#:~:text=The%20Federal%20Trade%20Commission%20finalized,was%20last%20updated%20in%202013 (last visited
Mar. 14, 2025).
31
The U.S. Food and Drug Administration (FDA) recommends using independent, third -party age- and identity-verification
services that compare customer information against third-party data sources for online sellers of tobacco. FDA, Enforcement
Priorities for Electronic Nicotine Delivery Systems (ENDS) and Other Deemed Products on the Market Without Premarket
Authorization (Revised) (April 2020), at 7, available at https://www.fda.gov/media/133880/download (last visited Mar. 14,
2025).
32
Jan Stepnov, What Is an Age Verification System and Why Incorporate It Into Your Business, Regula, Apr. 21, 2023,
available at https://regulaforensics.com/blog/age-verification-system/ (last visited Mar. 14, 2025).
33
Masha Borak, UK introduces Online Safety Bill mandating age verification, Oct. 27, 2023, available at
https://www.biometricupdate.com/202310/uk-introduces-online-safety-bill-mandating-age-verification (last visited Mar. 14,
2025); Dmytro Sashchuk, Age verification regulations in the United States of America, Veriff, Oct. 30, 2024, available at
https://www.veriff.com/fraud/learn/age-verification-legalization-in-the-united-states-of-america (last visited Mar. 14, 2025).
34
Meta, Introducing New Ways to Verify Age on Instagram, Jun. 23, 2022, available at
https://about.fb.com/news/2022/06/new-ways-to-verify-age-on-instagram/ (last visited Mar. 14, 2025).
BILL: SB 1438 Page 7
There are several ways that Internet companies can verify, or attempt to verify, age. Options
include using:35
• Government identity documents, which generally require users to submit government
documents to a third-party company for review.
• Phone records, which generally check users’ phones for parental controls.
• Credit score databases, which generally require the user to enter identifying information that
is subsequently confirmed through a credit check agency.
• Biometric age estimation, which generally requires a facial analysis to estimate age.
• Credit cards, which generally requires users to supply credit card information for validation.
• Open banking, which generally requires users to log into their own online banking system
and give approval for date of birth information to be supplied to a bank-approved, third-party
age verification provider.
• Algorithmic profiling, which generally assesses the likely ages of users based on their online
behavior.
• Self-declaration, which generally requires users to check a box or enter a birthdate.
• Zero knowledge proofs, which generally enables users to upload identity documents to
privacy servers and securely share encrypted, anonymous “proofs” of age to a company,
through a process called “hashing,” without actually transmitting the identity documents to
the company.
When verifying age online, people usually share personal information, including:
• Full name and location.
• Email or phone number (when using two-factor authorization).
• Home address.
Identity theft is a potential risk when users reveal this information, and websites can collect
information revealed through age verification processes, and combine it with other data for
targeted advertisements or data-sharing with third parties.36
Florida’s Laws
In 2024, the Legislature enacted laws to require age verification for online access to materials
that are harmful to minors.37
Florida law requires a commercial entity that knowingly and intentionally publishes or
distributes material harmful to minors on a website or application, if the website or application
contains a substantial portion of material harmful to minors to use either anonymous age
verification or standard age verification to verify that the age of a person attempting to access the
material is 18 years of age or older and prevent access to the material by a person younger than
18 years of age.38
35
The Age Verification Providers Association, How do you check age online?, available at
https://avpassociation.com/avmethods/ (last visited Mar. 14, 2025).
36
John Reynolds, Don’t risk identity fraud just to play that video game – do this instead, Aleo, Dec. 28, 2023, available at
https://aleo.org/post/dont-risk-identity-fraud-to-play-that-video-game/ (last visited Mar. 14, 2025).
37
Ch. 2024-42, Laws of Fla.
38
Section 501.1737, F.S.
BILL: SB 1438 Page 8
“Standard age verification” means any commercially reasonable method of age verification
approved by the commercial entity.39
Any violation of the age verification law is deemed an unfair and deceptive trade practice, and
the Department of Legal Affairs (department) has enforcement authority. In addition to the
remedies under the Florida Deceptive and Unfair Trade Practices Act, the department may
collect a civil penalty of up to $50,000 per violation and reasonable attorney fees and court costs
for a violation by a third party.40 A commercial entity that violates the age verification
requirement is liable to the minor for such access, including court costs and reasonable attorney
fees as ordered by the court. Claimants may be awarded up to $10,000 in damages. A civil action
for a claim under this paragraph must be brought within 1 year from the date the complainant
knew, or reasonably should have known, of the alleged violation.41
Florida law defines the term “anonymous age verification” as a commercially reasonable method
used by a government agency or a business for the purpose of age verification which is
conducted by a nongovernmental, independent third party organized under the laws of a state of
the United States which:
• Has its principal place of business in a state of the United States; and
• Is not owned or controlled by a company formed in a foreign country, a government of a
foreign country, or any other entity formed in a foreign country.42
A third party conducting anonymous age verification:
• May not retain personal identifying information used to verify age once the age of an account
holder or a person seeking an account has been verified;
• May not use personal identifying information used to verify age for any other purpose;
• Must keep anonymous any personal identifying information used to verify age; and
• Must protect personal identifying information used to verify age from unauthorized or illegal
access, destruction, use, modification, or disclosure through reasonable security procedures
and practices appropriate to the nature of the personal information.43
Other States
At least 17 states require websites with adult content to verify the age of users.44 Many of these
laws are facing challenges on free speech grounds, and the Supreme Court is considering a case
from the United States Court of Appeals for the Fifth Circuit, Free Speech Coalition, Inc. v.
Paxton, which challenges a Texas law that requires websites with adult content to implement age
verification mechanisms.45 The court applied rational basis review and held that the age-
39
Section 501.1737, F.S., defines “commercial entity” as a corporation, a limited liability company, a partnership, a limited
partnership, a sole proprietorship, and any other legally recognized entity.
40
Id.
41
Id.
42
Section 501.1738, F.S.
43
Id.
44
Technology and Privacy, States with Age Verification Laws available at
https://www.multistate.us/insider/2025/2/5/supreme-court-ruling-could-impact-state-age-verification-laws (last visited Mar.
14, 2025).
45
Free Speech Coalition, Inc. v. Paxton 95 F.4th 263 (5th Cir. 2024). See also “Constitutional Issues” of this bill analysis.
BILL: SB 1438 Page 9
verification requirement did not violate the First Amendment because the state has an interest in
protecting the welfare of children and to see that they are safeguarded from abuses.46
Social Media Laws for Children
State Requirements for Social Media and Phones in Schools
Florida law requires students in grades 6 through 12 to receive instruction on the social,
emotional, and physical effects of social media. The instructional materials must be available
online, and district school boards must notify parents of the material’s availability.47
Florida law also prohibits students from using wireless communication devices at school during
instructional time, except when expressly directed by a teacher solely for educational purposes,
and requires a teacher to designate an area for wireless communications devices during
instructional time.48
State Protection of Children in Online Spaces
Florida law provides that any online service, product, game, or feature likely to be predominantly
accessed by children under 18 years of age may not, except under certain situations:
• Process the personal information of any child if the platform has actual knowledge or
willfully disregards that the processing may result in substantial harm or privacy risk to
children.
• Profile a child.
• Collect, sell, share, or retain any personal information that is not necessary to provide an
online service, product, or feature with which a child is actively and knowingly engaged.
• Use a child’s personal information for any unstated reason.
• Collect, sell, or share any precise geolocation of data of children.
• Use dark patterns to:
o Lead or encourage children to provide personal information beyond what personal
information would otherwise be reasonably expected to be provided for that online
service, product, game or feature.
o Forego privacy protections.
o Take any action that the online platform has actual knowledge of or willfully disregards
that may result in substantial harm or privacy risk to children.
• Use collected information to estimate age or age range for any other purpose or retain that
personal information longer than necessary to estimate age.49
In 2024, the Legislature enacted a law to prohibit children under the age of 14 from creating a
social media account.50 A social media platform must do the following:
• Terminate any account held by an account holder younger than 14 years of age, including
accounts that the social media platform treats or categorizes as belonging to an account
46
Id.
47
Section 1003.42(2)(o)5., F.S.
48
Sections 1006.07(2)(f) and 1003.32(1)(a), F.S.
49
Section 501.1735, F.S.
50
Ch. 2024-42, Laws of Fla.
BILL: SB 1438 Page 10
holder who is likely younger than 14 years of age for purposes of targeting content or
advertising, and provide 90 days for an account holder to dispute such termination.
• Allow an account holder younger than 14 years of age to request to terminate the account.
• Allow the confirmed parent or guardian of an account holder younger than 14 years of age to
request that the minor’s account be terminated. Termination must be effective within 10
business days after such request.
• Permanently delete all personal information held by the social media platform relating to the
terminated account, unless there are legal requirements to maintain such information.51
A social media platform must prohibit a minor who is 14 or 15 years of age from entering into a
contract with a social media platform to become an account holder, unless the minor’s parent or
guardian provides consent for the minor to become an account holder.52
A social media platform must do the following:
• Terminate any account held by an account holder who is 14 or 15 years of age, including
accounts that the social media platform treats or categorizes as belonging to an account
holder who is likely 14 or 15 years of age for purposes of targeting content or advertising, if
the account holder’s parent or guardian has not provided consent for the minor to create or
maintain the account. The social media platform must provide 90 days for an account holder
to dispute such termination. Termination must be effective upon the expiration of the 90 days
if the account holder fails to effectively dispute the termination.
• Allow an account holder who is 14 or 15 years of age to request to terminate the account.
Termination must be effective within 5 business days after such request.
• Allow the confirmed parent or guardian of an account holder who is 14 or 15 years of age to
request that the minor’s account be terminated. Termination must be effective within 10
business days after such request.
• Permanently delete all personal information held by the social media platform relating to the
terminated account, unless there are legal requirements to maintain such information.53
Any knowing or reckless violation of s. 501.1736(2) or (3), F.S., is deemed an unfair and
deceptive trade practice, and the department has enforcement authority.54 In addition to the
remedies under the Florida Deceptive and Unfair Trade Practices Act, the department may
collect a civil penalty of up to $50,000 per violation and reasonable attorney fees and court costs
for a violation by a third party.55 When the social media platform’s failure to comply with the
requirements is a consistent pattern of knowing or reckless conduct, punitive damages may be
assessed against the social media platform.56
A social media platform that knowingly or recklessly violates s. 501.1736(2) or (3), F.S., is liable
to the minor account holder, including court costs and reasonable attorney fees as ordered by the
51
Section 501.1736, F.S.
52
Id.
53
Section 501.1736(4), F.S., provides that if a court enjoins the enforcement of this section, then this section should be
severed and s. 501.1736(4), F.S., will take effect, which prohibits a minor who is 14 or 15 years of age from entering into a
contract with a social media platform to become an account holder.
54
Section 501.1736, F.S.
55
Id.
56
Id.
BILL: SB 1438 Page 11
court. Claimants may be awarded up to $10,000 in damages. A civil action for a claim must be
brought within 1 year from the date the complainant knew, or reasonably should have known, of
the alleged violation.57
In October of 2024, the Computer and Communications Industry Association and NetChoice
filed a lawsuit in the U.S. District Court for the Northern District of Florida to challenge
Florida’s social media law, however, the judge has not yet ruled on the request for a preliminary
injunction.58
Florida Deceptive and Unfair Trade Practices Act (FDUTPA)
The FDUTPA is a consumer and business protection measure that prohibits unfair methods of
competition, and unconscionable, deceptive, or unfair acts or practices in the conduct of trade or
commerce.59 The FDUTPA was modeled after the Federal Trade Commission Act.60
The Department of Legal Affairs or the state attorney’s office in the judicial circuit affected or
where the violation occurs may bring actions on behalf of consumers or governmental entities
when it serves the public interest.61 The state attorney’s office may enforce violations of the
FDUTPA if the violations take place within its jurisdiction. The department has enforcement
authority when: the violation is multi-jurisdictional; the state attorney defers to the department in
writing; or the state attorney fails to act within 90 days after a written complaint is filed.62 In
certain circumstances, consumers may also file suit through private actions.63
The department and the state attorney’s office have powers to investigate the FDUTPA claims,
which include:64
• Administering oaths and affirmations.
• Subpoenaing witnesses or matter.
• Collecting evidence.
The department and the state attorney’s office may seek the following remedies:65
• Declaratory judgments.
• Injunctive relief.
57
Id.
58
See Ch. 2024-42, Laws of Fla. See also s. 501.1736, F.S. See also NetChoice, CCIA & NetChoice v. Uthmeier (Florida,
2024), available at https://netchoice.org/ccia-netchoice-v-moody-2024/ (last visited Mar. 14, 2025).
59
Section 501.202, F.S.
60
See 15 U.S.C. s. 45; see also D. Matthew Allen, et. al., The Federal Character of Florida’s Deceptive and Unfair Trade
Practices Act, 65 U. MIAMI L. REV. 1083 (Summer 2011).
61
Sections 501.203(2) and 501.207(1)(c) and (2), F.S.; see also David J. Federbush, FDUTPA for Civil Antitrust Additional
Conduct, Party, and Geographic Coverage; State Actions for Consumer Restitution, 76 FLA. BAR J. 52 (Dec. 2002), available
at https://www.floridabar.org/the-florida-bar-journal/fdutpa-for-civil-antitrust-additional-conduct-party-and-geographic-
coverage-state-actions-for-consumer-restitution/ (analyzing the merits of FDUPTA and the potential for deterrence of
anticompetitive conduct in Florida) (last visited Mar. 14, 2025).
62
Section 501.203(2), F.S.
63
Section 501.211, F.S.
64
Section 501.206(1), F.S.
65
Sections 501.207(1), 501.208, and 501.2075, F.S. Civil Penalties are deposited into general revenue. Enforcing authorities
may also request attorney fees and costs of investigation or litigation. Section 501.2105, F.S.
BILL: SB 1438 Page 12
• Actual damages on behalf of consumers and businesses.
• Cease and desist orders.
• Civil penalties of up to $10,000 per willful violation.
The FDUTPA may not be applied to certain entities in certain circumstances, including:66
• Any person or activity regulated under laws administered by the Office of Insurance
Regulation or the Department of Financial Services.
• Banks, credit unions, and savings and loan associations regulated by the Office of Financial
Regulation or federal agencies.
III. Effect of Proposed Changes:
Online Application Stores
Definitions
Section 1 of the bill creates s. 282.803, F.S., which provides the following definitions:
• “Application store” means a publicly available website, software application, or online
service that distributes third party platform software applications to a computer, a mobile
device, or any other general purpose computing device.
• “Child” means an individual consumer under 18 years of age.
• “Covered application” means a software application, website, or other online service that is
likely to be accessed by children and that is intended to be run or directed by a user on a
computer, mobile device, or any other general purpose computing device. The term does not
include a broadband Internet access service as defined in 47 C.F.R. s. 8.1(b); a
telecommunications service as defined in 47 U.S.C. s. 153; or the delivery or use of a
physical product unconnected to the Internet.
• “Covered entity” means a covered manufacturer or developer of a covered application.
• “Covered manufacturer” means a manufacturer of a device, an operating system for a device,
or an application store.
• “Developer” means any person, entity, or organization that creates, owns, or controls an
application and is responsible for the design, development, maintenance, and distribution of
the application to users through an application store.
• “Device” means a device or a portion of a device that is designed for and capable of
communicating across a computer network with other computers or devices for the purpose
of transmitting, receiving, or storing data, including, but not limited to, a desktop, a laptop, a
cellular telephone, a tablet, or any other device designed for and capable of communicating
with or across a computer network and that is used for such purpose. The term does not
include cable, fiber, or wireless modems, and home routers whether standalone or combined
with the aforementioned modems; managed set-top boxes; and any physical object that only
supports communications within a closed user group or private network available to a limited
set of users.
• “Likely to be accessed by children” means it is reasonable to expect that an application
would be accessed by children, based on satisfying any of the following criteria:
66
Section 501.212(4), F.S.
BILL: SB 1438 Page 13
o The application is determined, based on competent and reliable evidence regarding
audience composition, to be routinely accessed by children; or
o Internal research findings determine that the application is routinely accessed by children.
• “Parent” means a biological, foster, or adoptive parent; a stepparent; or a legal guardian.
• “User” means an individual consumer of covered applications.
Developers of Covered Applications
Beginning January 1, 2026, the bill requires a developer of a covered application to:
• Determine whether an application the developer provides is likely to be accessed by children
and, if the application is provided for distribution via an application store, provide notice to
such application store that the application is likely to be accessed by children.
• To the extent applicable and technically feasible, provide readily available features for
parents to protect a user that is a child as appropriate to the risks that arise from the child’s
use of the developer’s covered application. This includes providing features to help manage
which accounts are affirmatively linked to the user under the age of 18, to help manage the
delivery of age appropriate content, and to limit the amount of time that the user under the
age of 18 spends daily on the developer’s covered application.
The bill authorizes developers of covered applications to rely on age signals and parental consent
for purposes of complying with the aforementioned requirements.
Covered Manufacturers
The bill requires a covered manufacturer to take commercially reasonable and technically
feasible steps to:
• Upon initial activation of a device, determine or estimate the age of the device’s primary
user.
• If the covered manufacturer is an application store:
o Provide a mechanism for a developer to provide notice that an application is likely to be
accessed by children;
o Obtain parental consent before permitting a known child under 16 years of age to
download a covered application from the application store;
o Provide developers of covered applications in the application store a signal regarding
whether a parent has provided consent; and
o Provide the parent with the option to connect the developer of such a covered application
with the approving parent for the purpose of facilitating parental supervision tools.
• Provide developers of covered applications with a digital signal via a real time application
programming interface regarding whether a user is:
o Under 13 years of age;
o At least 13 years of age and under 16 years of age;
o At least 16 years of age and under 18 years of age; or
o At least 18 years of age.67
67
For devices sold before January 1, 2026, the bill requires covered manufacturers to ensure that the requirements are
included in its operating system and app store versions and updates by default after January 1, 2027.
BILL: SB 1438 Page 14
Exceptions
Except when a covered manufacturer is an application store, section 1 of the bill does not:
• Require a covered entity to access, collect, retain, reidentify, or link information, that in the
ordinary course of business, would not otherwise be accessed, collected, retained,
reidentified, or linked;
• Require a covered entity to implement new account controls or safety settings if it is not
necessary to comply with this bill; and
• Modify, impair, or supersede the operation of any antitrust law.
Applications Stores
The bill requires an application store to comply with the requirements in section 1 of the bill in a
nondiscriminatory manner, including:
• Imposing at least the same restrictions and obligations on its own applications and
application distribution as it does on those from third-party applications or application
distributors.
• Not using data collected from third parties, or consent mechanisms deployed for third parties,
in the course of compliance, for any of the following:
o To compete against those third parties;
o To give the application store’s services preference relative to those of third parties; and
o To otherwise use the data or consent mechanism in an anticompetitive manner.
Enforcement
The bill requires the Attorney General to provide the covered entity with at least 45 days written
notice before the date on which the Attorney General initiates an enforcement action against a
covered entity. The notice must identify each alleged violation and an explanation of the basis
for each allegation.
The Attorney General may not initiate an action if the covered entity cures the violation or
violations described in the notice within 45 days after the notice is sent and provides the
Attorney General with a written statement indicating that the violation is cured and that no
further violations will occur. If the violation is not cured, the Attorney General may bring a civil
action and seek damages for up to $2,500 per violation not to exceed $50,000. The bill does not
provide a private right of action; the Attorney General has exclusive authority to enforce these
provisions.
The bill provides an affirmative defense if the developer acted in reasonable reliance on the
application store’s determination or estimate that the user is not a child. Additionally, a covered
manufacturer is not subject to liability for failure to comply with section 1 of the bill if that
covered manufacturer has taken commercially reasonable and technically feasible steps to
determine or estimate the age of the user of the relevant device.
BILL: SB 1438 Page 15
Age Verification for Online Access to Materials Harmful to Minors
Definitions
Section 2 of the bill amends s. 501.1737, F.S., and provides the following definitions as used in
ss. 501.1737 and 501.1741, F.S.:
• “Application store” means a publicly available website, software application, or online
service that distributes third party platforms’ software applications to a computer, a mobile
device, or any other general-purpose computing device.
• “Covered manufacturer” means a manufacturer of a device, an operating system for a device,
or an application store.
• “Device” means equipment or a portion of equipment that is designed for and capable of
communicating across a computer network with other computers or devices for the purpose
of transmitting, receiving, or storing data, including, but not limited to, a desktop, a laptop, a
cellular telephone, a tablet, or any other device designed for and capable of communicating
with or across a computer network and that is used for such purpose.
• “Digital age verification” means anonymous age verification, standard age verification, or
device-based age verification.
• “Operating system provider” means an entity that develops, distributes, or maintains the
operating system of, and provides common services for, a device. The term includes the
design, programming, and supply of operating systems for various devices such as
smartphones, tablets, and other digital equipment.
Guidelines
The bill provides that a commercial entity that knowingly and intentionally publishes or
distributes material harmful to minors on a website or application, if the website or application
contains a substantial portion of material harmful to minors, must use digital age verification.68
The bill requires a commercial entity to ensure that the requirements of s. 501.1738, F.S., which
provides the framework for “anonymous age verification,” are met unless the commercial entity
is relying on device-based age verification.69
Penalties
The bill provides that a “covered manufacturer” must follow the requirements provided in
section 3 of the bill, which establishes the framework for “device-based age verification.” If a
covered manufacturer violates any of those requirements, it is deemed an unfair and deceptive
trade practice under s. 501.1737(5)(a), F.S.
The bill removes the provision in s. 501.1737, F.S., that provides a private cause of action to a
minor.
68
The bill defines “digital age verification” as either anonymous age verification, standard age verification, or device-based
age verification. The bill requires a commercial entity to offer anonymous age verification and standard age verification, and
a person attempting to access the material may select which method will be used to verify his or her age unless the
commercial entity is relying on device-based age verification.
69
The bill creates the framework for “device-based age verification” in s. 501.1741, F.S.
BILL: SB 1438 Page 16
The bill removes the provision in s. 501.1737, F.S., that requires all information held by the
Department of Legal Affairs pursuant to a notification of a violation or an investigation of a
violation to be confidential and exempt from s. 119.07(1), F.S., and s. 24(a), Art. I of the State
Constitution.70
Device-based Age Verification
Section 3 of the bill creates s. 501.1741, F.S., which establishes the framework for device-based
age verification.
Upon activation of a device, a covered manufacturer must take commercially reasonable and
technically feasible steps to do the following:
• Determine or estimate the age of the user of the device.
• Provide websites, applications, application stores, and online services with a digital signal
and a real-time application programming interface to verify that a person is:
o Younger than 13 years of age;
o At least 13 years of age but younger than 16 years of age;
o At least 16 years of age but younger than 18 years of age; and
o Eighteen years of age or older.
• If the covered manufacturer is an application store, obtain parental or guardian consent
before permitting a person younger than 16 years of age to download an application from the
application store and provide the parent or guardian with the option to connect the developer
of the application with the approving parent or guardian for the purpose of facilitating
parental supervision tools.
• Beginning July 1, 2026, ensure that the requirements of this section of the bill are included
by default in all operating systems and application store versions and updates for devices sold
after July 1, 2026.
The bill requires a website, an application, or an online service that makes material harmful to
minors available to minors to recognize and allow for the receipt of digital age signals.
The bill requires a website, an application, or an online service that makes available a substantial
portion of material harmful to minors to do the following:
• Block access to the website, application, or online service if an age signal is received
indicating that the person using such website, application, or online service is under 18 years
of age;
• Provide a disclaimer to the user or visitors that the website, application, or online service
contains material harmful to minors; and
• Label itself as restricted to adults.
The bill requires a website, an application, or an online service that knowingly makes available
less than a substantial portion of material harmful to minors to do the following:
70
Section 119.07(1), F.S., and s. 24(a), Art. I of the State Constitution, guarantees every person the right to inspect or copy
public records made or received in connection with the official business of any public body, officer, or employee of the state,
with certain exceptions.
BILL: SB 1438 Page 17
• Block access to known material harmful to minors if an age signal is received indicating that
the person using such website, application, or online service is under 18 years of age; and
• Provide a disclaimer to users or visitors before displaying known material harmful to minors.
The bill requires a website, an application, or an online service with actual knowledge, through
receipt of a signal regarding a user’s age or otherwise, that a user is under 18 years of age, to the
extent commercially reasonable and technically feasible, provide readily available features for
parents or guardians to support a minor with respect to the minor’s use of the service, including
features to help manage which persons or accounts are affirmatively linked to the minor, to help
manage the delivery of age appropriate content, and to limit the amount of time that the minor
spends daily on the website, application, or online service.
The bill requires a covered manufacturer to comply with the device-based age verification
requirements in a nondiscriminatory manner, specifically including, but not limited to, imposing
at least the same restrictions and obligations on its own websites, applications, and online
services as it does on those from third parties.
A covered manufacturer is prohibited from taking the following actions:
• Using data collected from third parties, or consent mechanisms deployed for third parties, in
the course of compliance with the device-based age verification requirements to compete
against such third parties;
• Giving the covered manufacturer’s services preference relative to those of third parties; or
• Otherwise use data collected from third parties or consent mechanisms deployed by third
parties in an anticompetitive manner.
The bill gives the Department of Legal Affairs rule making authority to implement the device-
based age verification requirements.
The bill provides that any state law, regulation, or policy or any ordinance, regulation, or policy
adopted by a county, a municipality, an administrative agency, or other political subdivision of
Florida which is in conflict with this section of the bill is superseded and is deemed null and void
to the extent of the conflict.
Effective Date
The bill takes effect July 1, 2025.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
BILL: SB 1438 Page 18
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
First Amendment Right to Freedom of Speech
The First Amendment to the U.S. Constitution guarantees that “Congress shall make no
law ... abridging the freedom of speech.”71 Generally, “government has no power to
restrict expression because of its message, its ideas, its subject matter, or its content.”72
The rights guaranteed by the First Amendment apply with equal force to state
governments through the due process clause of the Fourteenth Amendment.73
In most circumstances, these protections “are no less applicable when government seeks
to control the flow of information to minors”74 as states do not possess “a free-floating
power to restrict the ideas to which children may be exposed.”75
Many of the questions regarding the constitutionality of age verification laws may
concern whether such laws are sufficiently narrow to avoid inhibiting more speech than
necessary. The degree of tailoring required may vary depending on whether a given law
is content-based or content-neutral. In both circumstances, a law’s constitutionality
depends on several factors, including the:
• Strength of the government’s interest.
• Amount of protected speech that the law directly or indirectly restricts.
• Availability of less speech-restrictive alternatives.76
Content-neutral regulations on free speech are legitimate if they advance important
governmental interests that are not related to suppression of free speech, do so in a way
that is substantially related to those interests, and do not substantially burden more speech
than necessary to further those interests.77
The U.S. Supreme Court regards content-based laws, which limit communication because
of the message it conveys, as presumptively unconstitutional.78 Such a law may be
justified only if the government shows that the law is required to promote a compelling
71
U.S. CONST. amend. I.
72
Police Dept. of City of Chicago v. Mosley, 408 U.S. 92, 95 (1972).
73
U.S. CONST. amend. XIV; see also FLA. CONST., art. I.
74
Erznoznik v. City of Jacksonville, 422 U.S. 205, 214 (1975).
75
Brown v. Ent. Merchants Ass’n, 564 U.S. 786, 794 (2011).
76
Eric N. Holmes, Congressional Research Service, Online Age Verification (Part III): Select Constitutional Issues (CRS
Report No. LSB11022, August 17, 2023), available at https://crsreports.congress.gov/product/pdf/LSB/LSB11022 (last
visited Mar. 14, 2025).
77
Turner Broadcasting System, Inc. v. F.C.C., 520 U.S. 180,189 (U.S. 1997).
78
Reed v. Town of Gilbert, 576 U.S. 155, 163 (2015).
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state interest and that the least restrictive means have been chosen to further that
articulated interest.79
In general, the U.S. Supreme Court has held that requiring adults to prove their age to
access certain content is an unconstitutional, content-based limit on free speech, when
there are less restrictive means to curb access to minors, such as filters and parental
controls.80
According to Justice O’Connor’s Reno dissent, because technology was insufficient for
ensuring that minors could be excluded while still providing adults full access to
protected content, the age verification provision was viewed as ultimately
unconstitutional; however, she contemplated the possibility that future technological
advances may allow for a constitutionally sound age verification law.81
Additionally, in determining whether laws requiring age verification to access social
media platforms unconstitutionally restrict free speech, courts have found that even if
“the state has the power to enforce parental prohibitions it does not follow that the state
has the power to prevent children from hearing or saying anything without their parents’
prior consent.”82 Moreover:
[A]ge-verification requirements are more restrictive than policies enabling
or encouraging users (or their parents) to control their own access to
information, whether through user-installed devices and filters or
affirmative requests to third-party companies. “Filters impose selective
restrictions on speech at the receiving end, not universal restrictions at the
source.” And “[u]nder a filtering regime, adults ... may gain access to speech
they have a right to see without having to identify themselves[.]” Similarly,
the State could always “act to encourage the use of filters ... by parents” to
protect minors.83
State Authority to Regulate to Protect Minors
The U.S. Supreme Court has determined that the state has a “compelling interest in
protecting the physical and psychological well-being of minors,” which “extends to
shielding minors from the influence of literature that is not obscene by adult standards.”84
In doing so, however, the means must be narrowly tailored to achieve that end so as not
79
Sable Commc’s of California, Inc. vs. F.C.C., 492 U.S. 115, 126 (1989).
80
Reno v. Am. C. L. Union, 521 U.S. 844, 874 (1997); Ashcroft v. American Civil Liberties Union, 542 U.S. 656, 666 (2004);
Ronald Kahn, Reno v. American Civil Liberties Union (1997), Free Speech Center at Middle Tennessee State University,
Dec. 15, 2023, available at https://firstamendment.mtsu.edu/article/reno-v-american-civil-liberties-union/ (last visited Mar.
14, 2025).
81
Reno, 521 U.S. at 886-91 (O’Connor concurring in part and dissenting in part). The court also considered overbreadth and
vagueness arguments, and determined that the Communications Decency Act of 1996 was too broad and vague. Id. at 883-84.
82
NetChoice, LLC v. Yost, 2024 WL 104336, *8 (S.D. Ohio Jan. 9, 2024) (internal citations and quotations omitted).
83
NetChoice, LLC v. Griffin, 2023 WL 5660155, *21 (W.D. Ark. Aug. 31, 2023) (internal citations omitted).
84
Sable Commc’s of California, Inc., 492 U.S. at 126.
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to unnecessarily deny adults access to material which is constitutionally protected
indecent material.85
Supremacy Clause
Article VI, Paragraph 2 of the U.S. Constitution, commonly referred to as the Supremacy
Clause, establishes that the federal constitution, and federal law generally, take
precedence over state laws and constitutions. The Supremacy Clause also prohibits states
from interfering with the federal government’s exercise of its constitutional powers and
from assuming any functions that are exclusively entrusted to the federal government. It
does not, however, allow the federal government to review or veto state laws before they
take effect.86
Section 230 of the federal Communications Decency Act, in part, specifies that “[n]o
provider ... of an interactive computer service shall be treated as the publisher or speaker
of any information provided by another information content provider”87 and specifically
prohibits all inconsistent causes of action and liability imposed under any state or local
law.88
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
The bill requires covered manufacturers and developers of covered applications to take
certain steps, provide certain features, and provide certain notices or disclaimers to assist
in protecting minors, which will likely increase costs for such entities.
C. Government Sector Impact:
The Department of Legal Affairs will be required to adopt rules to implement the
provisions in this bill.
VI. Technical Deficiencies:
None.
85
Ashcroft, 542 U.S. at 666; Cashatt v. State, 873 So. 2d 430, 434 (Fla. 1st DCA 2004); but see Erznoznik, 422 U.S. at 213
(determining that the city’s regulation was overly broad).
86
Cornell Law School, Legal Information Institute, Supremacy Clause, available at
https://www.law.cornell.edu/wex/supremacy_clause (last visited Mar. 14, 2025).
87
47 U.S.C. s. 230(c)(1).
88
47 U.S.C. s. 230(e)(3).
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VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends section 501.1737 of the Florida Statutes.
This bill creates the following sections of the Florida Statutes: 282.803 and 501.1741.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2025 SB 1438 Florida Senate - 2025 SB 1438
By Senator Grall
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1 A bill to be entitled 30 penalties against covered manufacturers; removing
2 An act relating to online access to materials harmful 31 certain liability and damage provisions for certain
3 to minors; creating s. 282.803, F.S.; defining terms; 32 commercial entities; deleting provisions relating to
4 requiring a developer to, beginning on a specified 33 public records exemptions and the Open Government
5 date, make specific determinations about covered 34 Sunset Review Act; removing the definition of the term
6 applications, provide notice to application stores 35 “proprietary information”; conforming provisions to
7 about such applications, and provide certain features 36 changes made by the act; creating s. 501.1741, F.S.;
8 for parents to protect a user that is a child; 37 requiring covered manufacturers to take certain steps
9 requiring a covered manufacturer to, beginning on a 38 upon activation of a device; requiring certain
10 specified date, take certain steps to determine 39 websites, applications, or online services to take
11 specified information about the user, provide certain 40 certain actions based on the amount of material
12 notices, and provide developers of covered 41 harmful to minors found on such website, application,
13 applications with a specified means to verify the age 42 or online service; requiring covered manufacturers to
14 of a user; providing requirements for devices sold 43 comply with statutory requirements in a
15 before a specified date; providing construction; 44 nondiscriminatory manner; prohibiting covered
16 requiring an application store to establish 45 manufacturers from taking certain actions; authorizing
17 nondiscriminatory practices; providing for enforcement 46 the Department of Legal Affairs to adopt rules and
18 actions by the Attorney General; providing an 47 regulations; providing preemption; providing an
19 affirmative defense; providing a limitation on 48 effective date.
20 liability for a covered manufacturer under certain 49
21 circumstances; amending s. 501.1737, F.S.; revising 50 Be It Enacted by the Legislature of the State of Florida:
22 definitions and defining terms; revising the age 51
23 verification method used by certain commercial 52 Section 1. Section 282.803, Florida Statutes, is created to
24 entities to verify the age of a person accessing 53 read:
25 certain material; providing an exception; requiring a 54 282.803 Online application store.—
26 covered manufacturer to ensure certain statutory 55 (1) As used in this section, the term:
27 requirements are met; authorizing the Department of 56 (a) “Application store” means a publicly available website,
28 Legal Affairs to bring an action against covered 57 software application, or online service that distributes third-
29 manufacturers; authorizing the imposition of civil 58 party platform software applications to a computer, a mobile
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59 device, or any other general purpose computing device. 88 purpose. The term does not include cable, fiber, or wireless
60 (b) “Child” means an individual consumer under 18 years of 89 modems, and home routers whether standalone or combined with the
61 age. 90 aforementioned modems; managed set-top boxes; and any physical
62 (c) “Covered application” means a software application, 91 object that only supports communications within a closed user
63 website, or other online service that is likely to be accessed 92 group or private network available to a limited set of users.
64 by children and that is intended to be run or directed by a user 93 (h) “Likely to be accessed by children” means it is
65 on a computer, mobile device, or any other general purpose 94 reasonable to expect that an application would be accessed by
66 computing device. The term does not include a broadband Internet 95 children, based on satisfying any of the following criteria:
67 access service as defined in 47 C.F.R. s. 8.1(b); a 96 1. The application is determined, based on competent and
68 telecommunications service as defined in 47 U.S.C. s. 153; or 97 reliable evidence regarding audience composition, to be
69 the delivery or use of a physical product unconnected to the 98 routinely accessed by children; or
70 Internet. 99 2. Internal research findings determine that the
71 (d) “Covered entity” means a covered manufacturer or 100 application is routinely accessed by children.
72 developer of a covered application. 101 (i) “Parent” means a biological, foster, or adoptive
73 (e) “Covered manufacturer” means a manufacturer of a 102 parent; a stepparent; or a legal guardian.
74 device, an operating system for a device, or an application 103 (j) “User” means an individual consumer of covered
75 store. 104 applications.
76 (f) “Developer” means any person, entity, or organization 105 (2) Beginning January 1, 2026:
77 that creates, owns, or controls an application and is 106 (a) A developer of a covered application shall:
78 responsible for the design, development, maintenance, and 107 1. Determine whether an application the developer provides
79 distribution of the application to users through an application 108 is likely to be accessed by children and, if the application is
80 store. 109 provided for distribution via an application store, provide
81 (g) “Device” means a device or a portion of a device that 110 notice to such application store that the application is likely
82 is designed for and capable of communicating across a computer 111 to be accessed by children.
83 network with other computers or devices for the purpose of 112 2. To the extent applicable and technically feasible,
84 transmitting, receiving, or storing data, including, but not 113 provide readily available features for parents to protect a user
85 limited to, a desktop, a laptop, a cellular telephone, a tablet, 114 that is a child as appropriate to the risks that arise from the
86 or any other device designed for and capable of communicating 115 child’s use of the developer’s covered application. This
87 with or across a computer network and that is used for such 116 includes providing features to help manage which accounts are
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117 affirmatively linked to the user under the age of 18, to help 146 signals and parental consent provided under subparagraph 2. for
118 manage the delivery of age appropriate content, and to limit the 147 purposes of complying with this paragraph.
119 amount of time that the user under the age of 18 spends daily on 148 (c) For devices sold before January 1, 2026, covered
120 the developer’s covered application. 149 manufacturers shall ensure that the requirements under paragraph
121 (b) A covered manufacturer shall take commercially 150 (b) are included in its operating system and app store versions
122 reasonable and technically feasible steps to: 151 and updates by default after January 1, 2027.
123 1. Upon initial activation of a device, determine or 152 (3)(a) Except for the requirements provided in subparagraph
124 estimate the age of the device’s primary user. 153 (2)(b)2., this section does not:
125 2. If the covered manufacturer is an application store: 154 (b) Require a covered entity to access, collect, retain,
126 a. Provide a mechanism for a developer to provide notice 155 reidentify, or link information, that in the ordinary course of
127 that an application is likely to be accessed by children. 156 business, would not otherwise be accessed, collected, retained,
128 b. Obtain parental consent before permitting a known child 157 reidentified, or linked.
129 under 16 years of age to download a covered application from the 158 (c) Require a covered entity to implement new account
130 application store. 159 controls or safety settings if it is not necessary to comply
131 c. Provide developers of covered applications in the 160 with this act.
132 application store a signal regarding whether a parent has 161 (d) Modify, impair, or supersede the operation of any
133 provided consent when required under this subsection. 162 antitrust law, including chapter 1331 of the Revised Code and 15
134 d. Provide the parent with the option to connect the 163 U.S.C. ss. 1 et seq.
135 developer of such a covered application with the approving 164 (4) An application store shall comply with this section in
136 parent for the purpose of facilitating parental supervision 165 a nondiscriminatory manner, including:
137 tools. 166 (a) Imposing at least the same restrictions and obligations
138 3. Provide developers of covered applications with a 167 on its own applications and application distribution as it does
139 digital signal via a real time application programming interface 168 on those from third-party applications or application
140 regarding whether a user is: 169 distributors;
141 a. Under 13 years of age. 170 (b) Not using data collected from third parties, or consent
142 b. At least 13 years of age and under 16 years of age. 171 mechanisms deployed for third parties, in the course of
143 c. At least 16 years of age and under 18 years of age. 172 compliance with this subsection, for any of the following:
144 d. At least 18 years of age. 173 1. To compete against those third parties.
145 4. Developers of covered applications may rely on age 174 2. To give the application store’s services preference
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175 relative to those of third parties. 204 section if the developer acted in reasonable reliance on the
176 3. To otherwise use the data or consent mechanism in an 205 application store’s determination or estimate that the user is
177 anticompetitive manner. 206 not a child.
178 (5)(a) At least 45 days before the date on which the 207 (7) A covered manufacturer is not subject to liability for
179 Attorney General initiates an enforcement action against a 208 failure to comply with this section if that covered manufacturer
180 covered entity that is subject to the requirements of this 209 has taken commercially reasonable and technically feasible steps
181 section, the Attorney General shall provide the covered entity 210 to determine or estimate the age of the user of the device as
182 with a written notice that identifies each alleged violation and 211 provided in paragraph (2)(b).
183 an explanation of the basis for each allegation. 212 Section 2. Section 501.1737, Florida Statutes, is amended
184 (b) The Attorney General may not initiate an action if the 213 to read:
185 covered entity cures the violation or violations described in 214 501.1737 Age verification for online access to materials
186 the notice within 45 days after the notice is sent and provides 215 harmful to minors.—
187 the Attorney General with a written statement indicating that 216 (1) As used in this section and s. 501.1741, the term:
188 the violation is cured and that no further violations will 217 (a) “Anonymous age verification” has the same meaning as in
189 occur. 218 s. 501.1738.
190 (c) If a covered entity continues to violate this section 219 (b) “Application store” means a publicly available website,
191 in breach of an express written notice provided under paragraph 220 software application, or online service that distributes third-
192 (6)(a), the Attorney General may bring a civil action and seek 221 party platforms’ software applications to a computer, a mobile
193 damages for up to $2,500 per violation of this section not to 222 device, or any other general-purpose computing device.
194 exceed $50,000. Damages shall begin accruing after completion of 223 (c)(b) “Commercial entity” includes a corporation, a
195 the 45-day cure period in paragraph (6)(b). 224 limited liability company, a partnership, a limited partnership,
196 (d) This subsection does not provide a private right of 225 a sole proprietorship, and any other legally recognized entity.
197 action. The Attorney General has the exclusive authority to 226 (d) “Covered manufacturer” means a manufacturer of a
198 enforce this section. 227 device, an operating system for a device, or an application
199 (e) Paragraph (a) does not apply if the covered entity 228 store.
200 fails to timely cure all of the violations described in the 229 (e)(c) “Department” means the Department of Legal Affairs.
201 notice or commits a subsequent violation of the same type after 230 (f) “Device” means equipment or a portion of equipment that
202 curing the initial violation under that paragraph. 231 is designed for and capable of communicating across a computer
203 (6) It is an affirmative defense to a violation of this 232 network with other computers or devices for the purpose of
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233 transmitting, receiving, or storing data, including, but not 262 thereof who can provide documentation of such employment.
234 limited to, a desktop, a laptop, a cellular telephone, a tablet, 263 (k) “Operating system provider” means an entity that
235 or any other device designed for and capable of communicating 264 develops, distributes, or maintains the operating system of, and
236 with or across a computer network and that is used for such 265 provides common services for, a device. The term includes the
237 purpose. 266 design, programming, and supply of operating systems for various
238 (g) “Digital age verification” means either anonymous age 267 devices such as smartphones, tablets, and other digital
239 verification, standard age verification, or device-based age 268 equipment.
240 verification. 269 (l)(g) “Publish” means to communicate or make information
241 (h)(d) “Distribute” means to issue, sell, give, provide, 270 available to another person or entity on a publicly available
242 deliver, transfer, transmit, circulate, or disseminate by any 271 website or application.
243 means. 272 (m)(h) “Resident” means a person who lives in this state
244 (i)(e) “Material harmful to minors” means any material 273 for more than 6 months of the year.
245 that: 274 (n)(i) “Standard age verification” means any commercially
246 1. The average person applying contemporary community 275 reasonable method of age verification approved by the commercial
247 standards would find, taken as a whole, appeals to the prurient 276 entity.
248 interest; 277 (o)(j) “Substantial portion” means more than 33.3 percent
249 2. Depicts or describes, in a patently offensive way, 278 of total material on a website or application.
250 sexual conduct as specifically defined in s. 847.001(19); and 279 (2) A commercial entity that knowingly and intentionally
251 3. When taken as a whole, lacks serious literary, artistic, 280 publishes or distributes material harmful to minors on a website
252 political, or scientific value for minors. 281 or application, if the website or application contains a
253 (j)(f) “News-gathering organization” means any of the 282 substantial portion of material harmful to minors, must use
254 following: 283 digital either anonymous age verification or standard age
255 1. A newspaper, news publication, or news source, printed 284 verification to verify that the age of a person attempting to
256 or published online or on a mobile platform, engaged in 285 access the material is 18 years of age or older and prevent
257 reporting current news and matters of public interest, and an 286 access to the material by a person younger than 18 years of age.
258 employee thereof who can provide documentation of such 287 The commercial entity must offer anonymous age verification and
259 employment. 288 standard age verification, and a person attempting to access the
260 2. A radio broadcast station, television broadcast station, 289 material may select which method will be used to verify his or
261 cable television operator, or wire service, and an employee 290 her age unless the commercial entity is relying on device-based
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291 age verification pursuant to s. 501.1741. 320 to any other remedy under part II of this chapter, the
292 (3) A commercial entity must ensure that the requirements 321 department may collect a civil penalty of up to $50,000 per
293 of s. 501.1738 are met unless the commercial entity is relying 322 violation and reasonable attorney fees and court costs. When the
294 on device-based age verification pursuant to s. 501.1741. A 323 commercial entity’s or a covered manufacturer’s failure to
295 covered manufacturer must ensure that the requirements of s. 324 comply with subsection (2) or subsection (3) is a consistent
296 501.1741 are met. 325 pattern of conduct of the commercial entity or covered
297 (4)(a) This section does not apply to any bona fide news or 326 manufacturer, punitive damages may be assessed against the
298 public interest broadcast, website video, report, or event and 327 commercial entity or covered manufacturer.
299 does not affect the rights of a news-gathering organization. 328 (b) A third party that performs age verification for a
300 (b) An Internet service provider or its affiliates or 329 commercial entity or covered manufacturer in violation of s.
301 subsidiaries, a search engine, or a cloud service provider does 330 501.1738 is deemed to have committed an unfair and deceptive
302 not violate this section solely for providing access or 331 trade practice actionable under part II of this chapter solely
303 connection to or from a website or other information or content 332 by the department against such third party. If the department
304 on the Internet or a facility, system, or network not under the 333 has reason to believe that the third party is in violation of s.
305 provider’s control, including transmission, downloading, 334 501.1738, the department, as the enforcing authority, may bring
306 intermediate storage, or access software, to the extent the 335 an action against such third party for an unfair or deceptive
307 provider is not responsible for the creation of the content of 336 act or practice. For the purpose of bringing an action pursuant
308 the communication which constitutes material harmful to minors. 337 to this section, ss. 501.211 and 501.212 do not apply. In
309 (5)(a) Any violation of subsection (2) or subsection (3) is 338 addition to other remedies under part II of this chapter, the
310 deemed an unfair and deceptive trade practice actionable under 339 department may collect a civil penalty of up to $50,000 per
311 part II of this chapter solely by the department on behalf of a 340 violation and reasonable attorney fees and court costs.
312 resident minor against a commercial entity or a covered 341 (c) A commercial entity that violates subsection (2) for
313 manufacturer. If the department has reason to believe that a 342 failing to prohibit access or prohibit a minor from future
314 commercial entity or a covered manufacturer is in violation of 343 access to material harmful to minors after a report of
315 subsection (2) or subsection (3), the department, as the 344 unauthorized or unlawful access is liable to the minor for such
316 enforcing authority, may bring an action against the commercial 345 access, including court costs and reasonable attorney fees as
317 entity or a covered manufacturer for an unfair or deceptive act 346 ordered by the court. Claimants may be awarded up to $10,000 in
318 or practice. For the purpose of bringing an action pursuant to 347 damages. A civil action for a claim under this paragraph must be
319 this section, ss. 501.211 and 501.212 do not apply. In addition 348 brought within 1 year from the date the complainant knew, or
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349 reasonably should have known, of the alleged violation. 378 civil action. The subpoena shall inform the party served of its
350 (c)(d) Any action under this subsection may only be brought 379 rights under this subsection.
351 on behalf of or by a resident minor. 380 (b) If the matter that the department seeks to obtain by
352 (6) For purposes of bringing an action under subsection 381 subpoena is located outside the state, the entity or person
353 (5), a commercial entity or covered manufacturer that publishes 382 subpoenaed may make it available to the department or its
354 or distributes material harmful to minors on a website or 383 representative to examine the matter at the place where it is
355 application, if the website or application contains a 384 located. The department may designate representatives, including
356 substantial portion of material harmful to minors and such 385 officials of the state in which the matter is located, to
357 website or application is available to be accessed in this 386 inspect the matter on its behalf and may respond to similar
358 state, is considered to be both engaged in substantial and not 387 requests from officials of other states.
359 isolated activities within this state and operating, conducting, 388 (c) Upon failure of an entity or person without lawful
360 engaging in, or carrying on a business and doing business in 389 excuse to obey a subpoena and upon reasonable notice to all
361 this state, and is therefore subject to the jurisdiction of the 390 persons affected, the department may apply to the circuit court
362 courts of this state. 391 for an order compelling compliance.
363 (7) This section does not preclude any other available 392 (d) The department may request that an entity or person
364 remedy at law or equity. 393 that refuses to comply with a subpoena on the ground that
365 (8)(a) If, by its own inquiry or as a result of complaints, 394 testimony or matter may incriminate the entity or person be
366 the department has reason to believe that an entity or person 395 ordered by the court to provide the testimony or matter. Except
367 has engaged in, or is engaging in, an act or practice that 396 in a prosecution for perjury, an entity or individual that
368 violates this section, the department may administer oaths and 397 complies with a court order to provide testimony or matter after
369 affirmations, subpoena witnesses or matter, and collect 398 asserting a valid privilege against self-incrimination shall not
370 evidence. Within 5 days, excluding weekends and legal holidays, 399 have the testimony or matter so provided, or evidence derived
371 after the service of a subpoena or at any time before the return 400 therefrom, received against the entity or person in any criminal
372 date specified therein, whichever is longer, the party served 401 investigation or proceeding.
373 may file in the circuit court in the county in which it resides 402 (e) Any entity or person upon whom a subpoena is served
374 or in which it transacts business and serve upon the enforcing 403 pursuant to this section shall comply with the terms thereof
375 authority a petition for an order modifying or setting aside the 404 unless otherwise provided by order of the court. Any entity or
376 subpoena. The petitioner may raise any objection or privilege 405 person that fails to appear with the intent to avoid, evade, or
377 which would be available upon service of such subpoena in a 406 prevent compliance in whole or in part with any investigation
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407 under this part or that removes from any place, conceals, 436 (c) Upon completion of an investigation or once an
408 withholds, mutilates, alters, or destroys, or by any other means 437 investigation ceases to be active, the following information
409 falsifies any documentary material in the possession, custody, 438 held by the department shall remain confidential and exempt from
410 or control of any entity or person subject to any such subpoena, 439 s. 119.07(1) and s. 24(a), Art. I of the State Constitution:
411 or knowingly conceals any relevant information with the intent 440 1. Information that is otherwise confidential or exempt
412 to avoid, evade, or prevent compliance, shall be liable for a 441 from s. 119.07(1) or s. 24(a), Art. I of the State Constitution.
413 civil penalty of not more than $5,000 per week in violation, 442 2. Personal identifying information.
414 reasonable attorney fees, and costs. 443 3. A computer forensic report.
415 (9)(a) All information held by the department pursuant to a 444 4. Information that would otherwise reveal weaknesses in
416 notification of a violation of this section or an investigation 445 the data security of the commercial entity.
417 of a violation of this section is confidential and exempt from 446 5. Information that would disclose the proprietary
418 s. 119.07(1) and s. 24(a), Art. I of the State Constitution, 447 information of the commercial entity.
419 until such time as the investigation is completed or ceases to 448 (d) For purposes of this subsection, the term “proprietary
420 be active. This exemption shall be construed in conformity with 449 information” means information that:
421 s. 119.071(2)(c). 450 1. Is owned or controlled by the commercial entity.
422 (b) During an active investigation, information made 451 2. Is intended to be private and is treated by the
423 confidential and exempt pursuant to paragraph (a) may be 452 commercial entity as private because disclosure would harm the
424 disclosed by the department: 453 commercial entity or its business operations.
425 1. In the furtherance of its official duties and 454 3. Has not been disclosed except as required by law or a
426 responsibilities; 455 private agreement that provides that the information will not be
427 2. For print, publication, or broadcast if the department 456 released to the public.
428 determines that such release would assist in notifying the 457 4. Is not publicly available or otherwise readily
429 public or locating or identifying a person whom the department 458 ascertainable through proper means from another source in the
430 believes to be a victim of an improper use or disposal of 459 same configuration as received by the department.
431 customer records, except that information made confidential and 460 5. Reveals competitive interests, the disclosure of which
432 exempt by paragraph (c) may not be released pursuant to this 461 would impair the competitive advantage of the commercial entity
433 subparagraph; or 462 that is the subject of the information.
434 3. To another governmental entity in the furtherance of its 463 (e) This subsection is subject to the Open Government
435 official duties and responsibilities. 464 Sunset Review Act in accordance with s. 119.15 and shall stand
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465 repealed on October 2, 2029, unless reviewed and saved from 494 this section are included by default in all operating systems
466 repeal through reenactment by the Legislature. 495 and application store versions and updates for devices sold
467 (9)(10) The department may adopt rules to implement this 496 after July 1, 2026.
468 section. 497 (2) A website, an application, or an online service that
469 Section 3. Section 501.1741, Florida Statutes, is created 498 makes available material harmful to minors must recognize and
470 to read: 499 allow for the receipt of digital age signals pursuant to this
471 501.1741 Device-based age verification.— 500 section.
472 (1) Upon activation of a device, a covered manufacturer 501 (3) A website, an application, or an online service that
473 must take commercially reasonable and technically feasible steps 502 makes available a substantial portion of material harmful to
474 to do all of the following: 503 minors must do all of the following:
475 (a) Determine or estimate the age of the user of the 504 (a) Block access to the website, application, or online
476 device. 505 service if an age signal is received indicating that the person
477 (b) Provide websites, applications, application stores, and 506 using such website, application, or online service is under 18
478 online services with a digital signal and a real-time 507 years of age.
479 application programming interface to verify that a person is: 508 (b) Provide a disclaimer to the user or visitors that the
480 1. Younger than 13 years of age. 509 website, application, or online service contains material
481 2. At least 13 years of age but younger than 16 years of 510 harmful to minors.
482 age. 511 (c) Label itself as restricted to adults.
483 3. At least 16 years of age but younger than 18 years of 512 (4) A website, an application, or an online service that
484 age. 513 knowingly makes available less than a substantial portion of
485 4. Eighteen years of age or older. 514 material harmful to minors must do all of the following:
486 (c) If the covered manufacturer is an application store, 515 (a) Block access to known material harmful to minors if an
487 obtain parental or guardian consent before permitting a person 516 age signal is received indicating that the person using such
488 younger than 16 years of age to download an application from the 517 website, application, or online service is under 18 years of
489 application store and provide the parent or guardian with the 518 age.
490 option to connect the developer of the application with the 519 (b) Provide a disclaimer to users or visitors before
491 approving parent or guardian for the purpose of facilitating 520 displaying known material harmful to minors.
492 parental supervision tools. 521 (5) A website, an application, or an online service with
493 (d) Beginning July 1, 2026, ensure that the requirements of 522 actual knowledge, through receipt of a signal regarding a user’s
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523 age or otherwise, that a user is under 18 years of age must, to 552 law. Any state law, regulation, or policy or any ordinance,
524 the extent commercially reasonable and technically feasible, 553 regulation, or policy adopted by a county, a municipality, an
525 provide readily available features for parents or guardians to 554 administrative agency, or other political subdivision of this
526 support a minor with respect to the minor’s use of the service, 555 state which is in conflict with this section is hereby
527 including features to help manage which persons or accounts are 556 superseded and is deemed null and void to the extent of the
528 affirmatively linked to the minor, to help manage the delivery 557 conflict with this section.
529 of age appropriate content, and to limit the amount of time that 558 Section 4. This act shall take effect July 1, 2025.
530 the minor spends daily on the website, application, or online
531 service.
532 (6) A covered manufacturer must comply with this section in
533 a nondiscriminatory manner, specifically including, but not
534 limited to, imposing at least the same restrictions and
535 obligations on its own websites, applications, and online
536 services as it does on those from third parties.
537 (7) A covered manufacturer may not:
538 (a) Use data collected from third parties, or consent
539 mechanisms deployed for third parties, in the course of
540 compliance with this section to compete against such third
541 parties;
542 (b) Give the covered manufacturer’s services preference
543 relative to those of third parties; or
544 (c) Otherwise use data collected from third parties or
545 consent mechanisms deployed by third parties in an
546 anticompetitive manner.
547 (8) After requisite notice and public comment, the
548 department may adopt such rules and regulations necessary to
549 establish the processes by which entities are to comply with
550 this section.
551 (9) This section is intended to provide uniformity of the
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The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: March 6, 2025
I respectfully request that Senate Bill #1438, relating to Online Access to Materials Harmful to
Minors, be placed on the:
committee agenda at your earliest possible convenience.
next committee agenda.
Senator Erin Grall
Florida Senate, District 29
File signed original with committee office S-020 (03/2004)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: CS/SB 1666
INTRODUCER: Commerce and Tourism Committee and Senator Grall
SUBJECT: Uniform Commercial Code
DATE: March 17, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Dike McKay CM Fav/CS
2. JU
3. RC
Please see Section IX. for Additional Information:
COMMITTEE SUBSTITUTE - Technical Changes
I. Summary:
CS/SB 1666 substantially amends portions and creates new sections of the UCC to incorporate
financial transactions which involve cryptocurrencies and other emerging technologies. These
changes clarify Florida law to encompass new technology which does not fit into the current
statutory scheme for commercial contracts.
The bill takes effect July 1, 2025.
II. Present Situation:
Uniform Commercial Code
The model Uniform Commercial Code (UCC) was created to govern commercial contracts and
related financial transactions, providing a homogenous set of rules across jurisdictions.1 Some
variation of the UCC has been adopted in every state, as well as D.C., Puerto Rico, and the
Virgin Islands.2 The UCC provides language where contracts are silent, focusing on the sales of
goods not services. Florida’s UCC, codified in chapters 670-680, F.S., is broken down by subject
matter as follows:
1
See Uniform Law Commission, Uniform Commercial Code, available at https://www.uniformlaws.org/acts/ucc (last visited
Mar. 17, 2025).
2
Duke University, Uniform Commercial Code, available at https://law.duke.edu/sites/default/files/lib/ucc.pdf (last visited
Mar. 17, 2025).
BILL: CS/SB 1666 Page 2
• Chapter 670: Fund Transfers
• Chapter 671: General Provisions
• Chapter 672: Sale of Goods
• Chapter 673: Negotiable Instruments
• Chapter 674: Bank Deposits and Collections
• Chapter 675: Letters of Credit
• Chapter 677: Documents of Title
• Chapter 678: Investment Securities
• Chapter 679: Secured Transactions
• Chapter 680: Leases
In 2022, the Uniform Law Commission, the sponsoring organization of the UCC, developed
amendments to the UCC to address financial transactions involving emerging technologies, like
cryptocurrencies, blockchains, and non-fungible tokens (NFTs).3 The UCC’s Article 12
addresses “controllable electronic records” or intangible digital assets so that cryptocurrency can
be used in secured transactions.4 As of August 2024, twenty-four states have adopted a version
of these amendments.5
The Florida Bar Business Law Section’s Blockchain and Digital Assets Committee and
UCC/Bankruptcy Committee (Task Force) assessed the new amendments to the UCC and
proposed changes to Florida’s UCC accordingly. The Task Force found that Florida law does not
have provisions addressing digital assets—it only contemplates money existing in tangible form,
such as bills—which can create legal doubt in financial transactions using digital assets.6 As
there are over 10,000 cryptocurrencies in circulation and the market is worth over $2 trillion,
there is a growing concern among policymakers to clarify and regulate issues arising from its
usage.7
Emerging Technologies
Cryptocurrencies consist of “both the units of stored value and the networks on which they are
exchanged.”8 These networks are comprised of unaffiliated participants that download software
to perform transactions, rather than through a central bank that manages ledgers and approved
3
There is no one definition for cryptocurrency, but they generally refer to “blockchain-based digital currencies maintained on
decentralized networks. Digital assets are intangible and can be anything of value. Paul Tierno, CONG. RSCH. SERV.,
Cryptocurrency: Selected Policy Issues, available at https://crsreports.congress.gov/product/pdf/R/R47425 (last visited Mar.
17, 2025); see also ARVIND NARAYANAN ET AL., BITCOIN AND CRYPTOCURRENCY TECHNOLOGIES (2016), available at
http://d28rh4a8wq0iu5.cloudfront.net/bitcointech/readings/princeton_bitcoin_book.pdf (last visited Mar. 17, 2025).
4
Michael D. Contino, CONG. RSCH. SERV., Crypto Assets and Property of the Bankruptcy Estate: An Analysis, available at
https://crsreports.congress.gov/product/pdf/LSB/LSB10832 (last visited Mar. 17, 2025).
5
Id.
6
Business Law Section Task Force, White Paper: Florida’s New UCC Article 12: Controllable Electronic Records (“CERs”)
Supporting Secured Transactions for Digital Assets and the Associated UCC Amendments (Aug. 12, 2024).
7
Tierno, supra note 3.
8
Tierno, supra note 3.
BILL: CS/SB 1666 Page 3
transactions.9 Cryptocurrencies can consist of digital tokens10 which are exchanged across public
blockchains that do not require a central intermediary, such as a bank.11 All cryptocurrencies use
blockchain technology,12 which is a digital ledger that records all transactions made in
cryptocurrency and acts as a public record.13 Anytime a transaction is entered into the ledger, a
member must validate the transaction before it is entered.14 Due to the novel nature of these
financial transactions, there is no framework for the regulation of cryptocurrencies and digital
assets, and federal regulators are only beginning to develop comprehensive rules to regulate the
industry.15
III. Effect of Proposed Changes:
General Provisions
Section 32 amends s. 671.105, F.S., to prescribe that when governing law in the chapter on
controllable electronic records, s. 669.107, F.S., is specified, a contrary agreement is only
effective to the extent permitted by that governing law.
Section 33 amends s. 671.107, F.S., to replace “an authenticated record” with “a signed record”
regarding waiver or renunciation of a claim or right after breach of contract.
Section 34 amends s. 671.201, F.S., to redesignate subsections and alter definitions.
Section 35 amends s. 671.211, F.S., to include ch. 669, F.S., in a list of exceptions with respect
to negotiable instruments and bank collections.
9
Tierno, supra note 3.
10
“Bitcoin is the token of the Bitcoin network, ether is the token of the Ethereum network, and so on. All cryptocurrencies
are digital tokens.” Diego Zuluaga, CATO INST., Should Cryptocurrencies Be Regulated like Securities?, available at
https://www.cato.org/sites/cato.org/files/pubs/pdf/cmfa-briefing-paper-1-updated.pdf (last visited Mar. 17, 2025).
11
Id.; see also Tierno, supra note 3.
12
There are some off-chain transactions, wherein an intermediary, such as a payment platform, processes and records the
transaction. Customers typically have accounts with these intermediaries, who can “hold cryptocurrencies in custody for
users, and transactions occur on private ledgers.” Tierno, supra note 3 at 14.
13
“In the context of cryptocurrency, transactions are grouped together in blocks and, once approved, added to the chain of
previously approved blocks. According to a National Institute of Standards and Technology report, blockchains “enable a
community of users to record transactions in a shared ledger within that community, such that under normal operation of the
blockchain network no transaction can be changed once published.” Computer scientists define blockchains thus as append-
only, which means once published they can be added to but not otherwise amended. This append-only nature of blockchains,
also often referred to as immutability, is crucial because system participants, including network nodes and miners, can
identify attempted tampering.” Tierno, supra note 3 at 4; see also David W. Perkins, CONG. RSCH. SERV., Cryptocurrency:
The Economics of Money and Selected Policy Issues, available at https://crsreports.congress.gov/product/pdf/R/R45427 (last
visited Mar. 17, 2025).
14
These members, referred to as miners, obtain cryptocurrency in exchange for their efforts in validating the ledger. Id.
15
“Instead, various state and federal financial industry regulators apply existing regulations to cryptocurrencies and digital
asset exchanges using legal categories developed for traditional financial products and services. Those rules have primarily
been applied through enforcement on a case-by-case basis rather than through rulemaking, meaning firms may operate in
violation of rules for extended periods of time before enforcement actions are undertaken.” Tierno, supra note 3 at 20.
BILL: CS/SB 1666 Page 4
Control of Controllable Electronic Records
Rights in Controllable Account or Controllable Electronic Record
Section 6 creates s. 669.104, F.S., providing that a purchaser of a controllable account or a
controllable payment intangible is a qualifying purchaser16 if the purchaser obtains control of the
account/payment intangible or control of the controllable electronic record that evidences such
account/payment intangible. The bill also establishes:
• Except as otherwise provided, law other than ch. 669, F.S., determines whether a person
acquires a right in a controllable electronic record17 and the right the person acquires.
• A purchaser of a controllable electronic record acquires all rights in the controllable
electronic record that the transferor had or had power to transfer, to the extent of the interest
purchased.
• A qualifying purchaser acquires its rights in the controllable electronic record free of a claim
of a property right in the controllable electronic record.
• Except as otherwise provided, a qualifying purchaser takes a right to payment, performance,
or other interest in property evidenced by the controllable electronic record, subject to a
claim of a property right in the right to payment, performance, or other interest in property.
• An action may not be asserted against a qualifying purchaser based on both a purchase by the
qualifying purchaser of a controllable electronic record and a claim of a property right in
another controllable electronic record—whether the action is in conversion,18 replevin,19
constructive trust,20 equitable lien,21 or other theory.
• Filing of a finance statement under ch. 679, F.S., is not notice of a claim of a property right in
a controllable electronic record.
Control of a Controllable Electronic Record
Section 7 creates s. 669.105, F.S., specifying that a person has control of a controllable
electronic record if the electronic record attached to or logically associated with the electronic
record, or a system in which the electronic record is recorded:
• Gives the person:
o Power to avail itself of substantially all the benefits from the electronic record; and
16
“Qualifying purchaser” means a purchaser of a controllable electronic record or an interest in such, that obtains control of
the record for value in good faith, and without notice of a claim of a property right in the record.
17
“Controllable electronic record” means a record stored in an electronic medium that can be subjected to control under s.
669.105, F.S. The term does not include a controllable account, a controllable payment intangible, a deposit account, an
electronic copy of a record evidencing chattel paper, an electronic document of title, electronic money, investment property,
or a transferable record.
18
Conversion is an intentional tort that occurs when a party wrongfully takes another’s property. See Joe Hand Promotions,
Inc. v. Creative Ent., LLC, 978 F. Supp. 2d 1236, 1241 (M.D. Fla. 2013).
19
Replevin is a legal action, seeking return of personal property which has been wrongfully taken by the opposing party. See
Brown v. Reynolds, 872 So. 2d 290 (Fla. 2d DCA 2004).
20
A constructive trust is a trust created by a court as a judicial remedy to restore property to its rightful owner, either when
property has been acquired by fraud or it is against principles of equity that someone should retain possession of such
property. Silva v. de la Noval, 307 So. 3d 131, 134 (Fla. 3d DCA 2020).
21
An equitable lien is a type of lien, which is a security interest or legal right acquired in another’s property, granted by a
court as a judicial remedy against certain property. See In re Performance Leasing Corp of Collier Cnty., 385 B.R. 317, 325-
26 (Bankr. M.D. Fla. 2008).
BILL: CS/SB 1666 Page 5
o Exclusive power to (1) prevent others from availing themselves of substantially all the
benefit from the electronic record and (2) transfer control of the electronic record to
another person or cause another person to obtain control of another controllable
electronic record as a result of the transfer of the electronic record.
• Enables the person readily to identify themself in any way including by name, identifying
number, cryptographic key, office, or account number, as having the aforementioned powers.
If a person has the above-specified powers, the powers are presumed exclusive. The bill
establishes that a power is exclusive under subsection (1)(a) even if:
• The controllable electronic record, a record attached to or logically associated with the
electronic record, or a system in which the electronic record is recorded limits the use of the
electronic record or has a protocol programmed to cause a change, including a transfer or loss
of control or a modification of benefits afforded by the electronic record; or
• The power is shared with another person.
However, a power of a person is not shared with another person under paragraph (2)(b) and the
person’s power is not exclusive if:
• The person can exercise the power only if the power also is exercised by the other person;
and
• The other person:
o Can exercise the power without the exercise of the power by the person; and
o Is the transferor to the person of an interest in the controllable electronic record,
controllable account, or controllable payment intangible evidenced by the controllable
electronic record.
Further, the bill provides that a person has control of a controllable electronic record if another
person, other than the transferor to the person of an interest in the controllable electronic record,
controllable account, or controllable payment intangible evidenced by the controllable electronic
record:
• Has control of the electronic record and acknowledges it has control on behalf of the person;
or
• Obtains control of the electronic record after having acknowledged that it will obtain control
of the electronic record on behalf of the person.
The bill specifies that a person that has control is not required to acknowledge that it has control
on behalf of another person. If a person acknowledges that it has or will obtain control on behalf
of another person, unless the person otherwise agrees or law other than this part or ch. 679, F.S.,
otherwise provides, the person does not owe any duty to the other person and is not required to
confirm the acknowledgement to anyone.
Discharge of Account Debtor on Controllable Account or Controllable Payment Intangible
Section 8 creates s. 669.106, F.S., to provide that an account debtor on a controllable account or
controllable payment intangible may discharge its obligation by paying:
• The person having control of the controllable electronic record that evidences the
controllable account or controllable payment intangible; or
BILL: CS/SB 1666 Page 6
• Except as provided in subsection (2), a person that formerly had control of the controllable
electronic record.
Under the bill, the account debtor may not discharge its obligation by paying a person that
formerly had control of the controllable electronic record, unless the account debtor receives a
notification with specified information from the person that formerly had control over the
controllable electronic record. This notification is ineffective:
• Unless the account debtor and the person who had control of the controllable electronic
record agree in a signed record to a commercially reasonable method by which a person may
furnish reasonable proof that control has been transferred.
• To the extent an agreement between the account debtor and seller of a payment intangible
limits the account debtor’s duty to pay a person other than the seller.
• At the option of the account debtor, if the notification notifies the account debtor to divide
the payment, provide less than the full amount of an installment, or pay any part of a
payment by more than one method or to more than one person.
Further, the bill provides that the person giving notification must also furnish reasonable proof
that control of the controllable electronic record has been transferred. A person furnishes
reasonable proof if the transferee has the power to avail itself of substantially all the benefit from
the controllable electronic record, prevent others from availing themselves of the benefits, and
transfer such powers to another person. Additionally, the bill specifies that this section is subject
to law other than this chapter, which establishes a different rule for an account debtor who is an
individual and who incurred the obligation primarily for personal, family, or household purposes.
Governing Law
Section 9 creates s. 669.107, F.S., to establish that the local law of a controllable electronic
record’s jurisdiction governs a matter covered by Part I. Regarding the discharge of an account
debtor under s. 699.106, F.S., local law also governs unless an effective agreement determines
that the local law of another jurisdiction governs. The bill also specifies circumstances in which
the law of another jurisdiction applies instead.
Section 11 creates s. 669.501, F.S., which creates a short title.
Section 12 creates s. 669.502, F.S., providing definitions and principles of construction and
interpretation applicable to Part II.
Fund Transfers
Sections 20 and 22-28 amend ss. 670.103, 670.202, 670.203, 670.207, 670.208, 670.21,
670.211, and 67.305, F.S., to revise the definition of “payment order” by replacing “written”
with the word “record.” Under the bill, agreements related to security procedures and payment
orders may be “evidenced by a record” rather than in “writing.”
Section 21 amends s. 670.201, F.S., to allow for banks and customers to agree to a security
procedure that may impose an obligation on either party to use symbols, sounds, and biometrics
when handling payment orders. The bill specifies that requiring a payment order to be sent from
a known e-mail address, IP address, or telephone number is not in itself a security procedure.
BILL: CS/SB 1666 Page 7
Sale of Goods
Section 38 amends s. 672.102, F.S., to provide that ch. 672, F.S., does not apply to a transaction
that operates only to create a security interest, even if it is in the form of an unconditional
contract. The bill also replaces language to establish that ch. 672, F.S., does not impair or repeal
a statute regulating sales to consumers, farmers, or other specified classes of buyers. Further, in a
hybrid transaction—one for both the sale of goods and services—if the sale-of-goods aspects do
not predominate, only the provisions of ch. 672, F.S., that apply primarily to sale-of-goods
aspects of the transaction apply. If the sale-of-goods aspects predominate, this chapter applies to
the transaction but des not preclude application in appropriate circumstances of other law to
aspects of the transaction which do not relate to the sale of goods.
Section 39 amends s. 672.106, F.S., to include the definition of a hybrid transaction.
Sections 40-44 amend ss. 672.201, 672.202, 672.203, 672.205, and 672.209, F.S., to change
references from “written notice” to “notice in a record.”
Negotiable Instruments
Section 47 amends s. 673.1041, F.S., establishing that a negotiable instrument22 may contain
statements on governing law or dispute resolution forums concerning the promise or order.
Section 48 amends s. 673.1051, F.S., adding to the definition of the term “issue.” Under the bill,
“issue” means either:
• The first delivery of an instrument by the maker or drawer, whether to a holder or nonholder,
for the purpose of giving rights on the instrument to any person; or
• If agreed to by the payee, the first transmission by the drawer to the payee of an image of an
item and information derived from the item that enables the depositary bank to collect the
item by transferring or presenting under federal law an electronic check.
Section 49 amends s. 673.4011, removing the subsection for how a signature is made on a
negotiable instrument, as the bill adopts a new term “signed” as defined in s. 671.201, F.S.
Section 50 amends s. 673.6041, F.S., specifying that the obligation of a party to pay a check is
not discharged solely by the destruction of the check in connection with a specified process that
extracts information from the check.
Letters of Credit
Section 53 amends s. 675.104, F.S., conforming the requirements for letters of credit with the
new definition of “signed” under this bill.
22
The term “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or
without interest or other charges described in the promise or order. Section 673.1041, F.S.
BILL: CS/SB 1666 Page 8
Section 54 amends s. 675.116, F.S., changing language to conform with the new term “record.”
The bill provides that a branch of a bank is considered to be located at the address indicated in
the branch’s undertaking or whether the undertaking was issued, for the purposes of choice of
law and forum.
Documents of Title
Section 57 amends s. 677.106, F.S., specifying that a person has control of an electronic
document of title if an authoritative electronic copy of the document, a record attached to or
logically associated with the electronic copy, or a system in which the electronic copy is
recorded:
• Enables the person to identify each electronic copy as authoritative or non-authoritative;
• Enables the person to identify itself in any way, including name, identifying number,
cryptographic key, office, or account number, as the person to which each authoritative
electronic copy was issued or transferred; and
• Gives the person exclusive power to prevent others from adding or changing the person to
which each authoritative electronic copy has been issued/transferred and transfer control of
each authoritative electronic copy.
The bill also specifies instances in which the power to prevent others from changing the person
to which the copy has been issued or transfer control of an authoritative electronic copy is
exclusive or not. Additionally, the bill provides for situations in which a person can have control
over the electronic document of title when another person obtains control on their behalf.
Investment Securities
Section 60 amends s. 678.1021, F.S., adding references to definitions for “controllable account,”
“controllable electronic record,” and “controllable payment intangible” as defined in other
sections of the bill.
Section 61 amends s. 678.1031, F.S., providing that a controllable account, controllable
electronic record, or controllable payment intangible is not a financial asset, unless otherwise
specified.
Section 62 amends s. 678.1061, F.S., specifying that a purchaser has control over a security
entitlement if another person, other than the transferor to the purchaser of an interest in the
security entitlement:
• Has control of the security entitlement and acknowledges they have control on behalf of the
purchaser; or
• Obtains control of the security entitlement after having acknowledged that it will obtain
control of the security entitlement on behalf of the purchaser.
Section 63 creates s. 678.1101, F.S., specifying that the local law of the issuer’s jurisdiction
governs certain matters or transactions in specific circumstances.
Section 64 amends s. 678.3031, F.S., specifying that protected purchasers acquire interest in a
security free of any adverse claim.
BILL: CS/SB 1666 Page 9
Secured Transactions
Article 9 of the UCC governs transactions intended to create a security interest in personal
property.23 Ch. 679, F.S., Florida’s version of article 9, provides for the creation, perfection,24
priority,25 and enforcement of security interests. A security interest occurs when an interest in
personal property secures payment or performance of an obligation under a contract.26 The bill
conforms ch. 679, F.S., to validate cryptocurrency as personal property that can be used in
secured transactions.
Section 67 amends s. 679.1021, F.S., conforming definitions to the new statutory scheme for
electronic, intangible forms of payment.
Section 68 amends s. 679.1041, F.S., specifying that a secured party can have control of a
deposit account if another person, other than the debtor, has control of the deposit account and
acknowledges this control is on behalf of the secured party.
Control of Electronic Chattel Paper
Section 69 amends 679.1051, F.S., specifying the circumstances under which a purchaser has
control of electronic chattel paper.27 The bill provides that a system—employed to evidence the
assignment of interests in chattel paper—must create, store, and assign the records evidencing
the chattel paper in a certain manner for the purchaser to have control. Control is proven when a
system has an authoritative electronic copy of the electronic chattel paper, which permits the
purchaser to readily identify themselves in any way, including by name, identifying number,
cryptographic key, office, or account number, as the assignee of the authoritative electronic
copy. The bill also establishes the circumstances in which such control is exclusive or not.
Control of Electronic Money
Section 70 creates s. 679.1052, F.S., specifying that a person has control of electronic money if:
• The electronic money, a record attached/associated with the electronic money, or a system in
which the electronic money is recorded gives the person power to avail itself of the benefit
from the electronic money and exclusive power over the electronic money; and
23
Legal Information Institute, Secured Transactions, available at https://www.law.cornell.edu/wex/Secured_transactions (last
visited Mar. 17, 2025).
24
Perfection is the process by which a secured party gains priority over other parties with claims to the same collateral. Id.
25
Priority refers to the order of preference given to different creditors of a security interest. Id.
26
Id.
27
“Chattel paper” means: 1. A right to payment of a monetary obligation secured by specific goods, if the right to payment
and security agreement are evidenced by a record; or 2. A right to payment of a monetary obligation owed by a lessee under a
lease agreement with respect to specific goods and a monetary obligation owed by the lessee in connection with the
transaction giving rise to the lease, if: a. The right to payment and lease agreement are evidenced by a record; and b. The
predominant purpose of the transaction giving rise to the lease was to give the lessee the right to possession and use of the
goods. The term does not include a right to payment arising out of a charter or other contract involving the use or hire of a
vessel or a right to payment arising out of the use of a credit or charge card or information contained on or for use with the
card.
BILL: CS/SB 1666 Page 10
• The electronic money, a record attached/associated with the electronic money, or a system in
which the electronic money is recorded enables the person to readily identify itself in any
way, including by name, identifying number, cryptographic key, office, or account number.
Under the bill, a person has exclusive power even if the electronic money, record, or system
limits the use of the electronic money or has a protocol programmed to cause a change, or the
power is shared with another person. The bill further specifies instances in which a person’s
power to avail itself of the benefit of the electronic money is or is not exclusive.
Control of Controllable Electronic Record, Controllable Account, or Controllable Payment
Intangible
Section 71 creates s. 679.1053, F.S., mandating that a secured party has control of a controllable
electronic record as provided in s. 669.105, F.S. Further, a secured party has control of a
controllable account or controllable payment intangible if the secured party has control of the
controllable electronic record that evidences such control.
Section 72 creates s. 679.1054, F.S., providing that acknowledgment is not required when a
person has control on behalf of another person under ss. 679.1051-679.1053, F.S. Further, if a
person has control, they have no requirement to confirm the acknowledgment or owe a duty to
the other person.
Attachment and Enforceability of Security Interests
Section 73 amends s. 679.2031, F.S., revising language to conform with the new term “signed”
and include new types of collateral categories, such as controllable accounts, controllable
electronic records, controllable payment intangibles, electronic documents, electronic money,
and chattel paper.
Section 74 amends 679.2041, F.S., providing that a security interest may attach28 to consumer
goods as proceeds, comingled goods, commercial tort claims, or under an after-acquired property
clause under specified statutes.
Section 75 amends s. 679.2071, F.S., adding a reference to the newly-created s. 679.1052, F.S.,
under this bill.
Additional Duties of a Secured Party Having Control of Collateral
Section 76 amends s. 679.2081, F.S., revising language to conform with new terms “record” and
“signed.” Further, the bill specifies that when a secured party receives a signed demand by a
debtor, the secured party must transfer control to the debtor of:
• An authoritative electronic copy of a record evidencing chattel paper under s. 679.1051, F.S.;
• An authoritative electronic copy of an electronic document of title under s. 677.106, F.S.;
• Electronic money under s. 679.1052, F.S.; and
• A controllable electronic record under s. 669.105, F.S.
28
“A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral,
unless an agreement expressly postpones the time of attachment.” Section 679.2031, F.S.
BILL: CS/SB 1666 Page 11
Duties of a Secured Party if the Account Debtor has been Notified of Assignment
Section 77 amends s. 679.209, F.S., conforming internal cross-references to notice to an account
debtor under s. 679.4016(1), F.S., or s. 669.106(2), F.S. The bill also conforms language to new
term “signed.”
Law Governing Perfection and Priority of Security Interests
Section 79 amends s. 679.3011, F.S., removing chattel paper from a list of tangible forms of
money, as chattel paper is now addressed in s. 679.3062, F.S.
Section 80 amends s. 679.3041, F.S., specifying that the local law of a bank’s jurisdiction
governs perfection and priority of security interests in deposit accounts, even if the transaction
does not bear any relation to the bank’s jurisdiction.
Section 81 amends s. 679.3051, F.S., adding that paragraphs (1)(b), (c), and (d) apply to priority
and perfection of security interests in investment accounts, even if a transaction does not bear
any relation to that jurisdiction. These paragraphs specify which local law governs perfection for
security interests in uncertified securities,29 a security entitlement30 or securities account,31 and a
commodity contract32 or commodity account.33
Section 82 creates s. 679.3062, F.S., providing rules to determine the jurisdiction governing
perfection and priority of security interests in chattel paper. Under the bill, except as provided, if
chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is
evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of
the chattel paper’s jurisdiction governs perfection and the priority of a security interest in the
chattel paper, even if the transaction does not bear any relation to the chattel paper’s jurisdiction.
The bill also provides that:
• If the authoritative electronic copy of the record evidencing chattel paper, or record attached
to or associated with the electronic copy, expressly provides a particular jurisdiction for the
chattel paper, that jurisdiction’s law governs.
• If the above does not apply, the governing law of the chattel paper is determined by the rules
of the system in which the authoritative electronic copy is recorded, if those rules specify a
particular jurisdiction. This is only for the purposes of s. 679.3061, F.S., this chapter, or the
UCC.
29
“Uncertificated security” means a security that is not represented by a certificate. Section 678.1021(1)(r), F.S.
30
“Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset
specified in part V. Section 678.1021(1)(q), F.S.
31
“Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement
under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled
to exercise the rights that comprise the financial asset. Section 678.5011, F.S.
32
“Commodity contract” means a commodity futures contract, an option on a commodity futures contract, a commodity
option, or another contract if the contract or option is: (1) traded on or subject to the rules of a board of trade that has been
designated as a contract market for such a contract pursuant to federal commodities laws; or (2) traded on a foreign
commodity board of trade, exchange, or market, and is carried on the books of a commodity intermediary for a commodity
customer. Section 679.1021(1)(o), F.S.
33
“Commodity account” means an account maintained by a commodity intermediary in which a commodity contract is
carried for a commodity customer. Section 679.1021(1)(n), F.S.
BILL: CS/SB 1666 Page 12
• If neither of those provisions apply, then the governing law is determined by the jurisdiction
specified in the authoritative electronic copy or record attached to or associated with it.
• If none of the aforementioned provisions apply, the governing law of the chattel paper is
determined by the rules of the system in which the authoritative electronic copy is recorded,
if those rules specify a particular jurisdiction.
• If none of the aforementioned provisions apply, then the governing law of the chattel paper is
determined by the jurisdiction in which the debtor is located.
Additionally, the bill provides that if chattel paper is evidenced by an authoritative tangible copy
and not an authoritative electronic copy, the local law of the jurisdiction in which the
authoritative tangible copy is located governs:
• perfection of a security interest in the chattel paper by possession under s. 679.3152, F.S.;
and
• the effect of perfection or nonperfection and the priority of a security interest in the chattel
paper.
Last, the local law of the jurisdiction in which the debtor is located governs perfection of a
security interest in chattel paper by filing.
Section 83 creates s. 679.3063, F.S., specifying that the local law of the controllable electronic
record’s jurisdiction specified in s. 669.107(3)-(4), F.S., governs perfection and priority of
security interests in controllable electronic records, controllable electronic accounts, and
controllable payment intangibles evidenced by the controllable electronic record. Further, the bill
provides that the local law of the jurisdiction in which the debtor is located governs:
• perfection of a security interest in controllable accounts, controllable electronic records, or
controllable payment intangibles by filing; and
• automatic perfection of a security interest in a controllable payment intangible created by a
sale of the controllable payment intangible.
Perfection of Security Interests
Section 84 amends s. 679.3101, F.S., revising language to include controllable accounts,
controllable electronic records, and controllable payment intangibles as a collateral category that
does not require the filing of a financing statement.34
Section 85 amends s. 679.3121, F.S., including controllable accounts, controllable electronic
records, controllable payment intangibles, and negotiable instruments as types of security
interests that may be perfected by filing. The bill provides that a security interest in electronic
money may be perfected only by control under s. 679.3141, F.S. Additionally, language is
revised to conform with the new definition of the word “signed.”
34
“Financing statement” means a record or records composed of an initial financing statement and any filed record relating to
the initial financing statement. Section 679.1021(1)(mm), F.S.; see also Legal Information Institute, UCC Financing
Statement, available at https://www.law.cornell.edu/wex/ucc_financing_statement (last visited Mar. 17, 2025) (A financing
statement “is a form that creditors file with states in which they have a security interest in a debtor’s personal property. The
financial statement serves a similar purpose as recording a deed for real property: registering debt with a state so other
creditors and the government can track legitimate security interests in property.”).
BILL: CS/SB 1666 Page 13
Section 86 amends s. 679.3131, F.S., adding negotiable tangible documents and tangible money
to the list of security interests that can be perfected by taking possession of the collateral.
Language is also revised to conform with the new definition of the word “signed.”
Section 87 amends s. 679.3141, F.S., providing that controllable accounts, controllable
electronic records, controllable payment intangibles, deposit accounts, electronic documents,
electronic money, investment property, or letter-of-credit rights may be perfected by control of
the collateral under s. 679.1052, F.S., and s. 679.1053, F.S., among other statutes.
Section 88 creates s. 679.3152, F.S., specifying that a secured party may perfect a security
interest in chattel paper by taking possession and obtaining control of each authoritative tangible
copy of the record evidencing the chattel paper. The bill provides a cross-reference to other
provisions in this chapter that would apply to perfection in this situation.
Section 89 amends s. 679.3161, F.S., adding chattel paper, controllable accounts, controllable
electronic records, and controllable payment intangibles to the list of security interests which
remain perfected, even when there is a change in governing law, for a length of time as specified
by statute.
Interests that Take Priority Over or Take Free of Security Interest or Agricultural Lien
Section 90 amends s. 679.3171, F.S., specifying the rights of buyers and licensees and
identifying when they take collateral free of security interests. Under the bill:
• A buyer, other than a secured party, of chattel paper takes free of a security interest if,
without knowledge of the security interest and before it is perfected, the buyer gives value
and:
o Receives delivery of each authoritative tangible copy of the record evidencing the chattel
paper; and
o If each authoritative electronic copy of the record evidencing the chattel paper can be
subjected to control under s. 679.1052, obtains control of each authoritative electronic
copy.
• A buyer of an electronic document takes free of a security interest if, without knowledge of
the security interest and before it is perfected, the buyer gives value and, if each authoritative
electronic copy of the document can be subjected to control under s. 677.106, obtains control
of each authoritative electronic copy.
• A buyer of a controllable electronic record takes free of a security interest if, without
knowledge of the security interest and before it is perfected, the buyer gives value and
obtains control of the controllable electronic record.
• A buyer, other than a secured party, of a controllable account or a controllable payment
intangible takes free of a security interest if, without knowledge of the security interest and
before it is perfected, the buyer gives value and obtains control of the controllable account or
controllable payment intangible.
Priority of Security Interests
Section 91 amends s. 679.323, F.S., removing references to a buyer in ordinary course of
business as an exception to a buyer or lessee who takes free of a security interest.
BILL: CS/SB 1666 Page 14
Section 93 creates s. 679.3251, F.S., providing that a security interest in a controllable account,
controllable electronic record, or controllable payment intangible held by a secured party having
control of the account, electronic record, or payment intangible has priority over a conflicting
security interest held by a secured party that does not have control.
Section 94 amends s. 679.330, F.S., specifying the requirements for a purchaser of chattel paper
or instruments35 to have priority over other security interests based on the purchaser’s possession
of the authoritative copies of the record evidencing chattel paper.
Section 95 amends s. 679.331, F.S., providing that ch. 679, F.S., does not limit the rights of a
qualifying purchaser of a controllable account, controllable electronic record, or controllable
payment intangible. Under the bill, this purchaser takes priority over an earlier security interest,
even if perfected, to the extent provided in ch. 669, F.S.
Section 96 amends s. 679.332, F.S., providing that:
• A transferee of tangible money takes free of a security interest if the transferee receives
possession of the money without acting in collusion with the debtor in violating the rights of
the secured party.
• A transferee of funds from a deposit account takes free of a security interest in the deposit
account if the transferee receives the funds without acting in collusion with the debtor in
violating the rights of the secured party.
• A transferee of electronic money takes the money free of a security interest if the transferee
obtains control of the money without acting in collusion with the debtor in violating the
rights of the secured party.
Rights of Third Parties
Section 99 amends s. 679.4061, F.S., conforming language to the new term “signed.” The bill
also clarifies that the term “promissory note” includes a negotiable instrument that evidences
chattel paper for s. 679.4061(4), F.S. The bill also creates a new subsection to clarify that
subsections 1-3 and 7 do not apply to a controllable account or controllable payment intangible.
Section 100 amends s. 679.4081, F.S., clarifying that for the purposes of this section, the term
“promissory note” includes a negotiable instrument that evidences chattel paper.
Default
Section 103 amends s. 679.601, F.S., conforming language to reference newly created statutes
under this bill.
Section 105 amends s. 679.605, F.S., mandating that a secured party owes a duty to a debtor or
obligor under certain circumstances when a controllable account, controllable electronic record,
or controllable payment intangible is perfected by control.
35
“Instrument” means a negotiable instrument or any other writing that evidences a right to the payment of a monetary
obligation, is not itself a security agreement or lease, and is of a type that in the ordinary course of business is transferred by
delivery with any necessary indorsement or assignment. The term does not include investment property, letters of credit, or
writings that evidence a right to payment arising out of the use of a credit or charge card or information contained on or for
use with the card. Section 679.1021(1)(uu), F.S.
BILL: CS/SB 1666 Page 15
Sections 108 and 109 amend ss. 679.613 and 679.614, F.S., changing the forms required for
notification of disposition of collateral and sale of property, respectively, and providing
instructions for use of the forms. Secured parties are required to notify debtors when disposing of
collateral or selling property.
Section 117 amends s. 679.628, F.S., providing that certain limitations on liability of secured
parties do not apply if, at the time the secured party obtains control of collateral that is a
controllable account, controllable electronic record, or controllable payment intangible or at the
time the security interest attaches to the collateral, whichever is later:
• The person is a debtor of obligor; and
• The secured party knows that the information listed in (2)(a) is not provided by the collateral,
a record attached to or logically associated with the collateral, or the system in which the
collateral is recorded.
Leases
Section 121 amends s. 680.1021, F.S., clarifying the scope of ch. 680, F.S., as it applies to
hybrid leases.36 If the lease-of-goods aspects do not predominate:
• Only the provisions of this chapter which relate primarily to the lease-of-goods aspects of the
transaction apply, and the provisions that relate primarily to the transaction as a whole do not
apply;
• Section 608.209, F.S., applies if the lease is a finance lease; and
• Section 608.407, F.S., applies to the promises of the lessee in a finance lease to the extent the
promises are consideration for the right to possession and use of the leased goods.
Under the bill, if the lease-of-goods aspects predominate, this chapter applies to the transaction
but does not preclude application in appropriate circumstances of other law to aspects of the
lease which do not relate to the lease of goods.
Section 122 amends s. 680.1031, F.S., to provide the definition of a hybrid lease and change
internal references in the index to conform language to changes in the bill.
Transitional Provisions, Savings Clauses, and Effectiveness of Contracts
Section 10 creates Part II of ch. 669, F.S., entitled “Transitional Provisions for Chapter 669 and
2024 Amendments to Chapter 679.”
Section 29 creates Part VI of ch. 670, F.S., and titles it “Transitional Provisions.”
Section 30 creates s. 670.601, F.S., to specify that, except as otherwise provided, a transaction
entered into before July 1, 2025, and the rights, duties, and interests flowing from the transaction
36
A lease means a transfer of the right to possession and use of goods for a term in return for consideration, but a sale,
including a sale on approval or a sale or return, or retention or creation of a security interest is not a lease. Unless the context
clearly indicates otherwise, the term includes a sublease. Section 680.1031, F.S. “Hybrid lease” means a single transaction
involving a lease of goods and either (1) the provision of services, (2) the sale of other goods, or (3) a sale, lease, or license of
property other than goods.
BILL: CS/SB 1666 Page 16
remain valid thereafter and may be terminated, completed, consummated, or enforced as required
or permitted by law other than the UCC, or if applicable, the UCC as though this bill had not
taken effect.
Section 36 creates Part IV of ch. 671, F.S., entitled “Transitional Provisions.”
Section 37 creates s. 671.401, F.S., to provide that, except as otherwise provided, a transaction
validly entered into before July 1, 2025, and the rights, duties, and interests flowing from such
transaction remain valid thereafter and may be terminated, completed, consummated, or enforced
as required or permitted by law other than the Uniform Commercial Code or, if applicable, by
the Uniform Commercial Code as though this act had not taken effect.
Section 45 creates Part VIII of ch. 672, F.S., entitled “Transitional Provisions.”
Section 51 creates s. 673.701, F.S., establishing Part VII of ch. 673, F.S., entitled “Transitional
Provisions.”
Section 58 creates Part VIII of ch. 677, F.S., entitling it “Transitional Provisions.”
Section 65 creates Part VI of ch. 678, F.S., entitled “Transitional Provisions.”
Section 118 creates Part IX of ch. 679, F.S., consisting of sections 679.901 and 679.902, F.S.,
and entitling it “Transitional Provisions for 2025 Amendments.”
Section 129 creates Part VI of ch. 680, F.S., entitled “Transitional Provisions.”
Savings Clause for General Transitional Purposes
Sections 13, 37, 46, 52, 55, 59, 66, 119, and 130 create ss. 669.601, 671.401, 672.801, 673.702,
675.119, 677.701, 678.601, 679.901, and 680.601, F.S., providing that, except as specified, a
transaction validly entered into before July 1, 2025, and the rights, duties, and interests flowing
from the transaction remain valid thereafter and may be terminated, completed, consummated, or
enforced as required or permitted by law other than the Uniform Commercial Code or, if
applicable, the Uniform Commercial Code as though this bill had not taken effect.
Savings Clause for Transitional Provisions for Chapters 669 and 679
Section 14 creates s. 669.701, F.S., providing that:
• Except as specified, ch. 679, F.S., as it existed on July 1, 2025, and Article 12 apply to a
transaction, lien, or other interest in property, even if the transaction, lien, or interest was
entered into, created, or acquired before July 1, 2025.
• Except as specified, both of the following apply:
o A transaction, lien, or interest in property that was validly entered into, created, or
transferred before July 1, 2025, and was not governed by the Uniform Commercial Code,
but would be subject to ch. 679, F.S., as it existed on July 1, 2025, or Article 12 if it had
been entered into, created, or transferred on or after July 1, 2025, including the rights,
duties, and interests flowing from the transaction, lien, or interest, remains valid on and
after July 1, 2025; and
BILL: CS/SB 1666 Page 17
o The transaction, lien, or interest may be terminated, completed, consummated, and
enforced as required or permitted by this bill, or by the law that would apply if this bill
had not taken effect.
• This bill does not affect an action, case, or proceeding commenced before July 1, 2025.
Security Interests Perfected Before the Effective Date
Section 15 creates s. 669.702, F.S., establishing that a security interest37 that is enforceable and
perfected immediately before July 1, 2025, is a perfected security interest under this bill if, on
July 1, 2025, the requirements for enforceability and perfection38 under this bill are satisfied
without further action. Furthermore, if a security interest is enforceable and perfected
immediately before July 1, 2025, but the requirements for perfection are not satisfied by that
date, the security interest:
• Is a perfected security interest until the earlier of the time perfection would have ceased
under the law in effect immediately before July 1, 2025, or the adjustment date;
• Remains enforceable thereafter only if the security interest satisfies the requirements for
enforceability under s. 679.2031, as it existed on July 1, 2025, before the adjustment date;
and
• Remains perfected thereafter only if the requirements for perfection under this bill are
satisfied immediately before July 1, 2025.
Security Interest Unperfected Before the Effective Date
Section 16 creates s. 669.703, F.S., providing that if a security interest which is enforceable
immediately before July 1, 2025, but is unperfected at that time:
• Remains an enforceable security interest until the adjustment date;
• Remains enforceable thereafter if the security interest becomes enforceable under s.
679.2031, F.S., as amended by this bill on July 1, 2025, or before the adjustment date; and
• Becomes perfected:
o Without further action, on July 1, 2025, if the requirements for perfection under this bill
are satisfied before or at that time; or
o When the requirements for perfection are satisfied if the requirements are satisfied after
that time.
Effectiveness of Actions Taken Before Effective Date
Section 17 creates s. 669.704, F.S., providing if action, other than the filing of a financing
statement, is taken before July 1, 2025, and the action would have resulted in perfection of the
security interest had the security interest become enforceable before July 1, 2025, the action is
effective to perfect a security interest that attaches under this bill before the adjustment date. An
attached security interest becomes unperfected on the adjustment date unless the security interest
becomes a perfected security interest under this bill before the adjustment date. Further, the filing
of a financing statement before July 1, 2025, is effective to perfect a security interest on July 1,
37
A security interest means an interest in personal property or fixtures which secures payment or performance of an
obligation. Section 671.201, F.S.
38
Perfection is the process by which a security interest becomes legally enforceable, typically through filing, possession, or
control as set out by statute. See Legal Information Institute, Perfected, available at
https://www.law.cornell.edu/wex/perfected (last visited Mar. 17, 2025).
BILL: CS/SB 1666 Page 18
2025, to the extent the filing would satisfy the requirements for perfection under this bill.
Additionally, action taken before July 1, 2025, is sufficient for the enforceability of a security
interest on July 1, 2025, if the action would satisfy the requirements for enforceability under this
bill.
Priority
Section 18 creates s. 669.705, F.S., determining the priority of conflicting claims to collateral. If
the priorities of claims to collateral were established before July 1, 2025, ch. 679, F.S., as in
effect before July 1, 2025, determines priority. Moreover, on the adjustment date, to the extent
the priorities determined by ch. 679, F.S., as amended by this bill, modify the priorities
established before July 1, 2025, the priorities of claims to Article 12 property and electronic
money established before July 1, 2025, cease to apply.
Priority of Claims when Priority Rules of Chapter 679 do Not Apply
Section 19 creates s. 669.706, F.S., establishing that Article 12 determines the priority of
conflicting claims to Article 12 property when the priority rules of ch. 679, F.S., do not apply.
However, when the priority rules of ch. 679, F.S., do not apply, and the priorities of claims to
Article 12 property were established prior to July 1, 2025, law other than Article 12 determines
priority. When the priority rules of ch. 679, F.S., as amended by this bill do not apply, to the
extent the priorities determined by this bill modify the priorities established before July 1, 2025,
the priorities of claims to Article 12 property established before July 1, 2025, cease to apply on
the adjustment date.
Other Provisions
Section 1 creates ch. 669, F.S., with the title “Uniform Commercial Code: Controllable
Electronic Records and Transitional Provisions.”
Section 2 creates Part I of ch. 669, F.S., with the title “Controllable Electronic Records.”
Section 3 specifies a short title for s. 669.101, F.S., “Uniform Commercial Code-Controllable
Electronic Records.”
Section 4 creates s. 669.102, F.S., to establish definitions throughout the chapter.
Section 5 creates s. 669.103, F.S., establishing that if there is a conflict between Part I of ch. 669,
F.S., and ch. 679, F.S., that ch. 697, F.S., will govern.
Section 31 amends s. 671.101, F.S., to allow the UCC to be cited as the “Code.”
Sections 56, 78, 92, 97, 98, 101, 102, 104, 106, 107, 110-116, and 123-128 amend ss. 677.102,
679.210, 679.324, 679.341, 679.4041, 679.509, 679.513, 679.604, 679.608, 679.611,
679.615, 679.616, 679.619, 679.620, 679.621, 679.624, 679.625, 680.1071, 680.201, 680.202,
680.203, 680.205, and 680.208, F.S., conforming language to the newly defined terms “record”
and “signed.”
BILL: CS/SB 1666 Page 19
Section 120 creates s. 679.902, F.S., to provide that, effective July 1, 2025, chapter 679 shall be
amended by this act, including the transitional provisions for chapters 669 and 679, as amended
by this bill and as provided in part II of chapter 669, F.S.
Sections 131-137 amend ss. 55.205, 319.27, 328.0015, 517.061, 559.9232, 563.022, and 668.50
F.S., updating internal references to statutes amended by this bill.
Sections 138-163 reenact ss. 655.55, 685.101, 90.953, 673.1061, 673.1151, 673.1031, 673.6051,
679.3061, 675.103, 674.2101, 675.1181, 679.1101, 672.103, 674.104, 678.5101, 679.1061,
679.328, 679.327, 679.1091, 679.709, 679.602, 679.329, 679.320, 727.109, 680.307, 679.626,
F.S., respectively, for the purpose of incorporating the amendments made under this bill.
Effective Date
Section 164 provides an effective date of July 1, 2025.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
Incorporation into the UCC of these types of instruments may facilitate transactions using
them.
BILL: CS/SB 1666 Page 20
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends the following sections of the Florida Statutes: 670.103, 670.201,
670.202, 670.203, 670.207, 670.208, 670.21, 670.211, 670.305, 671.101, 671.105, 671.107,
671.201, 671.211, 672.102, 672.106, 672.201, 672.202, 672.203, 672.205, 672.209, 673.1041,
673.1051, 673.4011, 673.6041, 675.104, 675.116, 677.102, 677.106, 678.1021, 678.1031,
678.1061, 678.1101, 678.3031, 679.1021, 679.1041, 679.1051, 679.2031, 679.2041, 679.2071,
679.2081, 679.209, 679.210, 679.3011, 679.3041, 679.3051, 679.3101, 679.3121, 679.3131,
679.3141, 679.3161, 679.3171, 679.323, 679.324, 679.3251, 679.330, 679.331, 679.332,
679.341, 679.4041, 679.4061, 679.4081, 679.509, 679.513, 679.601, 679.604, 679.605, 679.608,
679.611, 679.613, 679.614, 679.615, 679.616, 679.619, 679.620, 679.621, 679.624, 679.625,
679.628, 680.1021, 680.1031, 680.1071, 680.201, 680.202, 680.203, 680.208, 55.205, 319.27,
328.0015, 517.061, 559.9232, 563.022, 668.50, 655.55, 685.101, 90.953, 673.1061, 673.1151,
673.1031, 673.6051, 679.3061, 675.103, 674.2101, 675.1181, 679.1101, 672.103, 674.104,
678.5101, 679.1061, 679.328, 679.327, 679.1091, 679.709, 679.602, 679.329, 679.320, 727.109,
680.307, 679.626.
This bill creates the following sections of the Florida Statutes: 669.101, 669.107, 669.102,
669.103, 669.104, 669.105, 669.106, 669.501, 669.706, 669.502, 669.601, 669.701, 669.702,
669.703, 669.704, 669.705, 670.601, 671.401, 672.801, 673.702, 675.119, 677.701, 678.601,
679.1052, 679.1053, 679.1054, 679.3062, 679.3063, 679.3152, 679.901, 679.902, 680.601.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
CS by Commerce and Tourism Committee on March 17, 2025:
The committee substitute makes technical changes to the bill to correct drafting errors.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
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LEGISLATIVE ACTION 11 transferred by a secured party.
Senate . House 12 (h) “Assignor” means a person that:
Comm: RCS . 13 1. Under a security agreement creates or provides for a
03/17/2025 . 14 security interest that secures an obligation; or
. 15 2. Sells an account, chattel paper, payment intangible, or
. 16 promissory note.
. 17
18 The term includes a secured party that has transferred a
19 security interest to another person “Authenticate” means:
20 1. To sign; or
21 2. With the present intent to adopt or accept a record, to
22 attach to or logically associate with the record an electronic
23 sound, symbol, or process.
24 (l)(k) “Chattel paper” means:
25 1. A right to payment of a monetary obligation secured by
The Committee on Commerce and Tourism (Grall) recommended the 26 specific goods, if the right to payment and security agreement
following: 27 are evidenced by a record; or
28 2. A right to payment of a monetary obligation owed by a
1 Senate Amendment 29 lessee under a lease agreement with respect to specific goods
2 30 and a monetary obligation owed by the lessee in connection with
3 Delete lines 1677 - 2163 31 the transaction giving rise to the lease, if:
4 and insert: 32 a. The right to payment and lease agreement are evidenced
5 agreement, regardless of whether the obligation is outstanding; 33 by a record; and
6 or 34 b. The predominant purpose of the transaction giving rise
7 2. To which an account, chattel paper, payment intangible, 35 to the lease was to give the lessee the right to possession and
8 or promissory note has been sold. 36 use of the goods.
9 37
10 The term includes a person to which a security interest has been 38 The term does not include a right to payment arising out of a
39 charter or other contract involving the use or hire of a vessel
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40 or a right to payment arising out of the use of a credit or 69 records consisting of information stored in an electronic
41 charge card or information contained on or for use with the card 70 medium.
42 a record or records that evidence both a monetary obligation and 71 (ss)(pp) “General intangible” means any personal property,
43 a security interest in specific goods, a security interest in 72 including things in action, other than accounts, chattel paper,
44 specific goods and software used in the goods, a security 73 commercial tort claims, deposit accounts, documents, goods,
45 interest in specific goods and license of software used in the 74 instruments, investment property, letter-of-credit rights,
46 goods, a lease of specific goods, or a lease of specific goods 75 letters of credit, money, and oil, gas, or other minerals before
47 and license of software used in the goods. In this paragraph, 76 extraction. The term includes controllable electronic records,
48 “monetary obligation” means a monetary obligation secured by the 77 payment intangibles, and software.
49 goods or owed under a lease of the goods and includes a monetary 78 (xx)(uu) “Instrument” means a negotiable instrument or any
50 obligation with respect to software used in the goods. The term 79 other writing that evidences a right to the payment of a
51 does not include charters or other contracts involving the use 80 monetary obligation, is not itself a security agreement or
52 or hire of a vessel or records that evidence a right to payment 81 lease, and is of a type that in the ordinary course of business
53 arising out of the use of a credit or charge card or information 82 is transferred by delivery with any necessary indorsement or
54 contained on or for use with the card. If a transaction is 83 assignment. The term does not include investment property,
55 evidenced by records that include an instrument or series of 84 letters of credit, or writings that evidence a right to payment
56 instruments, the group of records taken together constitutes 85 arising out of the use of a credit or charge card or information
57 chattel paper. 86 contained on or for use with the card, or writings that evidence
58 (cc) “Controllable account” means an account evidenced by a 87 chattel paper.
59 controllable electronic record that provides that the account 88 (eee) “Money” has the same meaning as in s. 671.201, but
60 debtor undertakes to pay the person that has control under s. 89 does not include a deposit account or money in an electronic
61 669.105 of the controllable electronic record. 90 form that cannot be subjected to control under s. 679.1052.
62 (dd) “Controllable payment intangible” means a payment 91 (lll)(iii) “Payment intangible” means a general intangible
63 intangible evidenced by a controllable electronic record that 92 under which the account debtor’s principal obligation is a
64 provides that the account debtor undertakes to pay the person 93 monetary obligation. The term includes a controllable payment
65 that has control under s. 669.105 of the controllable electronic 94 intangible.
66 record. 95 (qqq)(nnn) “Proposal” means a record signed authenticated
67 (hh)(ee) “Electronic money” means money in an electronic 96 by a secured party which includes the terms on which the secured
68 form chattel paper” means chattel paper evidenced by a record or 97 party is willing to accept collateral in full or partial
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98 satisfaction of the obligation it secures pursuant to ss. 127 “Holder in due course,” s. 673.3021.
99 679.620, 679.621, and 679.622. 128 “Issuer” (with respect to a letter of credit
100 (vvv) “Send,” in connection with a record or notification, 129 or letter-of-credit right), s. 675.103.
101 means: 130 “Issuer” (with respect to a security), s. 678.2011.
102 1. To deposit in the mail, deliver for transmission, or 131 “Issuer” (with respect to documents
103 transmit by any other usual means of communication, with postage 132 of title), s. 677.102.
104 or cost of transmission provided for, addressed to any address 133 “Lease,” s. 680.1031.
105 reasonable under the circumstances; or 134 “Lease agreement,” s. 680.1031.
106 2. To cause the record or notification to be received 135 “Lease contract,” s. 680.1031.
107 within the time that it would have been received if properly 136 “Leasehold interest,” s. 680.1031.
108 sent under subparagraph 1. 137 “Lessee,” s. 680.1031.
109 (bbbb)(zzz) “Tangible money chattel paper” means money in 138 “Lessee in ordinary course of
110 tangible form chattel paper evidenced by a record or records 139 business,” s. 680.1031.
111 consisting of information that is inscribed on a tangible 140 “Lessor,” s. 680.1031.
112 medium. 141 “Lessor’s residual interest,” s. 680.1031.
113 (2) The following definitions in other chapters apply to 142 “Letter of credit,” s. 675.103.
114 this chapter: 143 “Merchant,” s. 672.104.
115 “Applicant,” s. 675.103. 144 “Negotiable instrument,” s. 673.1041.
116 “Beneficiary,” s. 675.103. 145 “Nominated person,” s. 675.103.
117 “Broker,” s. 678.1021. 146 “Note,” s. 673.1041.
118 “Certificated security,” s. 678.1021. 147 “Proceeds of a letter of credit,” s. 675.114.
119 “Check,” s. 673.1041. 148 “Protected purchaser,” s. 678.3031.
120 “Clearing corporation,” s. 678.1021. 149 “Prove,” s. 673.1031.
121 “Contract for sale,” s. 672.106. 150 “Qualifying purchaser,” s. 669.102.
122 “Control,” s. 677.106. 151 “Sale,” s. 672.106.
123 “Controllable electronic record,” s. 699.102. 152 “Securities account,” s. 678.5011.
124 “Customer,” s. 674.104. 153 “Securities intermediary,” s. 678.1021.
125 “Entitlement holder,” s. 678.1021. 154 “Security,” s. 678.1021.
126 “Financial asset,” s. 678.1021. 155 “Security certificate,” s. 678.1021.
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156 “Security entitlement,” s. 678.1021. 185 authoritative electronic copy was assigned.
157 “Uncertificated security,” s. 678.1021. 186 (2) A system satisfies subsection (1) if the record or
158 Section 68. Subsection (1) of section 679.1041, Florida 187 records evidencing the chattel paper are created, stored, and
159 Statutes, is amended to read: 188 assigned in a manner that:
160 679.1041 Control of deposit account.— 189 (a) A single authoritative copy of the record or records
161 (1) A secured party has control of a deposit account if any 190 exists which is unique, identifiable, and, except as otherwise
162 of the following applies: 191 provided in paragraphs (d), (e), and (f), unalterable;
163 (a) The secured party is the bank with which the deposit 192 (b) The authoritative copy identifies the purchaser as the
164 account is maintained.; 193 assignee of the record or records;
165 (b) The debtor, secured party, and bank have agreed in a 194 (c) The authoritative copy is communicated to and
166 signed an authenticated record that the bank will comply with 195 maintained by the purchaser or its designated custodian;
167 instructions originated by the secured party directing 196 (d) Copies or amendments that add or change an identified
168 disposition of the funds in the deposit account without further 197 assignee of the authoritative copy can be made only with the
169 consent by the debtor.; or 198 consent of the purchaser;
170 (c) The secured party becomes the bank’s customer with 199 (e) Each copy of the authoritative copy and any copy of a
171 respect to the deposit account. 200 copy is readily identifiable as a copy that is not the
172 (d) Another person, other than the debtor: 201 authoritative copy; and
173 1. Has control of the deposit account and acknowledges that 202 (f) Any amendment of the authoritative copy is readily
174 it has control on behalf of the secured party; or 203 identifiable as authorized or unauthorized.
175 2. Obtains control of the deposit account after having 204 (3) A system satisfies subsection (1), and a purchaser has
176 acknowledged that it will obtain control of the deposit account 205 control of an authoritative electronic copy of a record
177 on behalf of the secured party. 206 evidencing chattel paper, if the electronic copy, a record
178 Section 69. Section 679.1051, Florida Statutes, is amended 207 attached to or logically associated with the electronic copy, or
179 to read: 208 a system in which the electronic copy is recorded:
180 679.1051 Control of electronic chattel paper.— 209 (a) Enables the purchaser to readily identify each
181 (1) A purchaser has control of an authoritative electronic 210 electronic copy as either an authoritative copy or a
182 copy of a record evidencing chattel paper if a system employed 211 nonauthoritative copy;
183 for evidencing the assignment of interests in the chattel paper 212 (b) Enables the purchaser to readily identify itself in any
184 reliably establishes the purchaser as the person to which the 213 way, including by name, identifying number, cryptographic key,
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214 office, or account number, as the assignee of the authoritative 243 (7) A purchaser has control of an authoritative electronic
215 electronic copy; and 244 copy of a record evidencing chattel paper if another person,
216 (c) Gives the purchaser exclusive power, subject to 245 other than the transferor to the purchaser of an interest in the
217 subsection (4), to: 246 chattel paper:
218 1. Prevent others from adding or changing an identified 247 (a) Has control of the authoritative electronic copy and
219 assignee of the authoritative electronic copy; and 248 acknowledges that it has control on behalf of the purchaser; or
220 2. Transfer control of the authoritative electronic copy. 249 (b) Obtains control of the authoritative electronic copy
221 (4) Subject to subsection (5), a power is exclusive under 250 after having acknowledged that it will obtain control of the
222 subparagraphs (3)(c)1. and 2. even if: 251 electronic copy on behalf of the purchaser A secured party has
223 (a) The authoritative electronic copy, a record attached to 252 control of electronic chattel paper if a system employed for
224 or logically associated with the authoritative electronic copy, 253 evidencing the transfer of interests in the chattel paper
225 or a system in which the authoritative electronic copy is 254 reliably establishes the secured party as the person to which
226 recorded limits the use of the authoritative electronic copy or 255 the chattel paper was assigned.
227 has a protocol programmed to cause a change, including a 256 (2) A system satisfies subsection (1), and a secured party
228 transfer or loss of control; or 257 has control of electronic chattel paper, if the record or
229 (b) The power is shared with another person. 258 records comprising the chattel paper are created, stored, and
230 (5) A power of a purchaser is not shared with another 259 assigned in such a manner that:
231 person as provided in paragraph (4)(b) and the purchaser’s power 260 (a) A single authoritative copy of the record or records
232 is not exclusive if: 261 exists which is unique, identifiable and, except as otherwise
233 (a) The purchaser can exercise the power only if the power 262 provided in paragraphs (d), (e), and (f), unalterable;
234 also is exercised by the other person; and 263 (b) The authoritative copy identifies the secured party as
235 (b) The other person: 264 the assignee of the record or records;
236 1. Can exercise the power without exercise of the power by 265 (c) The authoritative copy is communicated to and
237 the purchaser; or 266 maintained by the secured party or its designated custodian;
238 2. Is the transferor to the purchaser of an interest in the 267 (d) Copies or amendments that add or change an identified
239 chattel paper. 268 assignee of the authoritative copy can be made only with the
240 (6) If a purchaser has the powers specified in 269 consent of the secured party;
241 subparagraphs (3)(c)1. and 2., the powers are presumed to be 270 (e) Each copy of the authoritative copy and any copy of a
242 exclusive. 271 copy is readily identifiable as a copy that is not the
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272 authoritative copy; and 301 associated with the electronic money, or a system in which the
273 (f) Any amendment of the authoritative copy is readily 302 electronic money is recorded limits the use of the electronic
274 identifiable as authorized or unauthorized. 303 money or has a protocol programmed to cause a change, including
275 Section 70. Section 679.1052, Florida Statutes, is created 304 a transfer or loss of control; or
276 to read: 305 (b) The power is shared with another person.
277 679.1052 Control of electronic money.— 306 (3) A power of a person is not shared with another person
278 (1) A person has control of electronic money if both of the 307 under paragraph (2)(b) and the person’s power is not exclusive
279 following apply: 308 if:
280 (a) The electronic money, a record attached to or logically 309 (a) The person can exercise the power only if the power
281 associated with the electronic money, or a system in which the 310 also is exercised by the other person; and
282 electronic money is recorded gives the person: 311 (b) The other person:
283 1. Power to avail itself of substantially all the benefit 312 1. Can exercise the power without exercise of the power by
284 from the electronic money; and 313 the person; or
285 2. Exclusive power, subject to subsection (2), to: 314 2. Is the transferor to the person of an interest in the
286 a. Prevent others from availing themselves of substantially 315 electronic money.
287 all the benefit from the electronic money; and 316 (4) If a person has the powers specified in sub-
288 b. Transfer control of the electronic money to another 317 subparagraphs (1)(a)2.a. and b., the powers are presumed to be
289 person or cause another person to obtain control of other 318 exclusive.
290 electronic money as a result of the transfer of the electronic 319 (5) A person has control of electronic money if another
291 money. 320 person, other than the transferor to the person of an interest
292 (b) The electronic money, a record attached to or logically 321 in the electronic money:
293 associated with the electronic money, or a system in which the 322 (a) Has control of the electronic money and acknowledges
294 electronic money is recorded enables the person readily to 323 that it has control on behalf of the person; or
295 identify itself in any way, including by name, identifying 324 (b) Obtains control of the electronic money after having
296 number, cryptographic key, office, or account number, as having 325 acknowledged that it will obtain control of the electronic money
297 the powers under paragraph (a). 326 on behalf of the person.
298 (2) Subject to subsection (3), a power is exclusive under 327 Section 71. Section 679.1053, Florida Statutes, is created
299 sub-subparagraphs (1)(a)2.a. and b. even if: 328 to read:
300 (a) The electronic money, a record attached to or logically 329 679.1053 Control of controllable electronic record,
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330 controllable account, or controllable payment intangible.— 359 (c) One of the following conditions is met:
331 (1) A secured party has control of a controllable 360 1. The debtor has signed authenticated a security agreement
332 electronic record as provided in s. 669.105. 361 that provides a description of the collateral and, if the
333 (2) A secured party has control of a controllable account 362 security interest covers timber to be cut, a description of the
334 or controllable payment intangible if the secured party has 363 land concerned;
335 control of the controllable electronic record that evidences the 364 2. The collateral is not a certificated security and is in
336 controllable account or controllable payment intangible. 365 the possession of the secured party under s. 679.3131 pursuant
337 Section 72. Section 679.1054, Florida Statutes, is created 366 to the debtor’s security agreement;
338 to read: 367 3. The collateral is a certificated security in registered
339 679.1054 No requirement to acknowledge or confirm; no 368 form and the security certificate has been delivered to the
340 duties.— 369 secured party under s. 678.3011 pursuant to the debtor’s
341 (1) A person that has control under s. 679.1051, s. 370 security agreement; or
342 679.1052, or s. 679.1053 is not required to acknowledge that it 371 4. The collateral is controllable accounts, controllable
343 has control on behalf of another person. 372 electronic records, controllable payment intangibles, deposit
344 (2) If a person acknowledges that it has or will obtain 373 accounts, electronic documents, electronic money chattel paper,
345 control on behalf of another person, unless the person otherwise 374 investment property, or letter-of-credit rights, or electronic
346 agrees, or law other than this chapter otherwise provides, the 375 documents, and the secured party has control under s. 669.105,
347 person does not owe any duty to the other person and is not 376 s. 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s.
348 required to confirm the acknowledgment to any other person. 377 679.1071 pursuant to the debtor’s security agreement; or
349 Section 73. Subsections (2) and (10) of section 679.2031, 378 5. The collateral is chattel paper and the secured party
350 Florida Statutes, are amended to read: 379 has possession and control under s. 679.3152 pursuant to the
351 679.2031 Attachment and enforceability of security 380 debtor’s security agreement.
352 interest; proceeds; supporting obligations; formal requisites.— 381 (10) A security interest in an account consisting of a
353 (2) Except as otherwise provided in subsections (3) through 382 right to payment of a monetary obligation for the sale of real
354 (10), a security interest is enforceable against the debtor and 383 property that is the debtor’s homestead under the laws of this
355 third parties with respect to the collateral only if: 384 state is not enforceable unless:
356 (a) Value has been given; 385 (a) The description of the account in the security
357 (b) The debtor has rights in the collateral or the power to 386 agreement conspicuously states that the collateral includes the
358 transfer rights in the collateral to a secured party; and 387 debtor’s right to payment of a monetary obligation for the sale
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388 of real property; 417 (b) To a commercial tort claim as proceeds under s.
389 (b) The description of the account in the security 418 679.3151(1); or
390 agreement includes a legal description of the real property; 419 (c) Under an after-acquired property clause to property
391 (c) The description of the account in the security 420 that is proceeds of consumer goods or a commercial tort claim.
392 agreement conspicuously states that the real property is the 421 Section 75. Subsection (3) of section 679.2071, Florida
393 debtor’s homestead; and 422 Statutes, is amended to read:
394 (d) The security agreement is also signed authenticated by 423 679.2071 Rights and duties of secured party having
395 the debtor’s spouse, if the debtor is married; if the debtor’s 424 possession or control of collateral.—
396 spouse is incompetent, then the method of signature 425 (3) Except as otherwise provided in subsection (4), a
397 authentication by the debtor’s spouse is the same as provided by 426 secured party having possession of collateral or control of
398 the laws of this state, other than this chapter, which apply to 427 collateral under s. 677.106, s. 679.1041, s. 679.1051, s.
399 the alienation or encumbrance of homestead property by an 428 679.1052, s. 679.1061, or s. 679.1071:
400 incompetent person. 429 (a) May hold as additional security any proceeds, except
401 Section 74. Present subsection (3) of section 679.2041, 430 money or funds, received from the collateral;
402 Florida Statutes, is redesignated as subsection (4), a new 431 (b) Shall apply money or funds received from the collateral
403 subsection (3) is added to that section, and subsection (2) of 432 to reduce the secured obligation, unless remitted to the debtor;
404 that section is amended, to read: 433 and
405 679.2041 After-acquired property; future advances.— 434 (c) May create a security interest in the collateral.
406 (2) Subject to subsection (3), a security interest does not 435 Section 76. Subsection (2) of section 679.2081, Florida
407 attach under a term constituting an after-acquired property 436 Statutes, is amended to read:
408 clause to: 437 679.2081 Additional duties of secured party having control
409 (a) Consumer goods, other than an accession when given as 438 of collateral.—
410 additional security, unless the debtor acquires rights in them 439 (2) Within 10 days after receiving a signed an
411 within 10 days after the secured party gives value; or 440 authenticated demand by the debtor:
412 (b) A commercial tort claim. 441 (a) A secured party having control of a deposit account
413 (3) Subsection (2) does not prevent a security interest 442 under s. 679.1041(1)(b) shall send to the bank with which the
414 from attaching: 443 deposit account is maintained a signed record an authenticated
415 (a) To a consumer good as proceeds under s. 679.3151(1) or 444 statement that releases the bank from any further obligation to
416 commingled goods under s. 679.336(3); 445 comply with instructions originated by the secured party;
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446 (b) A secured party having control of a deposit account 475 securities intermediary or commodity intermediary with which the
447 under s. 679.1041(1)(c) shall: 476 security entitlement or commodity contract is maintained a
448 1. Pay the debtor the balance on deposit in the deposit 477 signed an authenticated record that releases the securities
449 account; or 478 intermediary or commodity intermediary from any further
450 2. Transfer the balance on deposit into a deposit account 479 obligation to comply with entitlement orders or directions
451 in the debtor’s name; 480 originated by the secured party;
452 (c) A secured party, other than a buyer, having control 481 (e) A secured party having control of a letter-of-credit
453 under s. 679.1051 of an authoritative electronic copy of a 482 right under s. 679.1071 shall send to each person having an
454 record evidencing chattel paper shall transfer control of the 483 unfulfilled obligation to pay or deliver proceeds of the letter
455 electronic copy to the debtor or a person designated by the 484 of credit to the secured party a signed an authenticated release
456 debtor; a secured party, other than a buyer, having control of 485 from any further obligation to pay or deliver proceeds of the
457 electronic chattel paper under s. 679.1051 shall: 486 letter of credit to the secured party; and
458 1. Communicate the authoritative copy of the electronic 487 (f) A secured party having control under s. 677.106 of an
459 chattel paper to the debtor or its designated custodian; 488 authoritative electronic copy of an electronic document of title
460 2. If the debtor designates a custodian that is the 489 shall transfer control of the electronic copy to the debtor or a
461 designated custodian with which the authoritative copy of the 490 person designated by the debtor;
462 electronic chattel paper is maintained for the secured party, 491 (g) A secured party having control under s. 679.1052 of
463 communicate to the custodian an authenticated record releasing
464 the designated custodian from any further obligation to comply
465 with instructions originated by the secured party and
466 instructing the custodian to comply with instructions originated
467 by the debtor; and
468 3. Take appropriate action to enable the debtor or the
469 debtor’s designated custodian to make copies of or revisions to
470 the authoritative copy which add or change an identified
471 assignee of the authoritative copy without the consent of the
472 secured party;
473 (d) A secured party having control of investment property
474 under s. 678.1061(4)(b) or s. 679.1061(2) shall send to the
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By Senator Grall
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1 A bill to be entitled 30 controllable payment intangible to discharge
2 An act relating to the Uniform Commercial Code; 31 obligations under certain circumstances; providing
3 providing a directive to the Division of Law Revision; 32 requirements for such discharge; prohibiting account
4 creating part I of ch. 669, F.S., relating to 33 debtors from waiving or varying certain rights and
5 controllable electronic records; creating s. 669.101, 34 options; providing construction; creating s. 669.107,
6 F.S.; providing a short title; creating s. 669.102, 35 F.S.; specifying the governing laws and jurisdictions
7 F.S.; defining terms; providing construction; creating 36 relating to controllable electronic records; creating
8 s. 669.103, F.S.; providing construction; creating s. 37 part II of ch. 669, F.S., relating to transitional
9 669.104, F.S.; providing applicability; specifying 38 provisions; creating s. 669.501, F.S.; providing a
10 when a purchaser of a controllable account or 39 short title; creating s. 669.502, F.S.; defining
11 controllable payment intangible is a qualifying 40 terms; creating ss. 669.601 and 669.701, F.S.;
12 purchaser; specifying rights acquired relating to 41 providing saving clauses for certain transactions;
13 controllable electronic records; prohibiting actions 42 providing applicability; providing construction;
14 from being asserted against qualifying purchasers 43 creating s. 669.702, F.S.; specifying requirements for
15 under certain circumstances; specifying that filing a 44 perfecting security interests that are enforceable and
16 certain financial statement is not notice of a claim 45 perfected before a specified date; creating s.
17 of a property right in a controllable electronic 46 669.703, F.S.; specifying requirements for security
18 record; creating s. 669.105, F.S.; specifying when a 47 interests that were unperfected before a specified
19 person has control of a controllable electronic 48 date; creating s. 669.704, F.S.; specifying the
20 record; providing when a person’s power relating to 49 effectiveness of certain actions relating to security
21 controllable electronic records is or is not 50 interests taken before a specified date; creating ss.
22 exclusive; providing that a person who has control of 51 669.705 and 669.706, F.S.; providing priority for
23 a controllable electronic record is not required to 52 conflicting claims to collateral; amending s. 670.103,
24 acknowledge such control; specifying that a person 53 F.S.; revising the definition of the term “payment
25 that acknowledges control of a controllable electronic 54 order”; amending s. 670.201, F.S.; revising
26 record does not owe any duty to the other person and 55 authorizations and requirements relating to security
27 is not required to confirm the acknowledgment to any 56 procedures; amending s. 670.202, F.S.; revising the
28 other person; creating s. 669.106, F.S.; authorizing 57 circumstances under which payment orders received by
29 account debtors on a controllable account or 58 banks are effective as the order of a customer; making
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59 technical changes; amending s. 670.203, F.S.; revising 88 “issue”; amending s. 673.4011, F.S.; conforming
60 rules that apply to payment orders that are not 89 provisions to changes made by the act; amending s.
61 authorized orders of certain customers; amending ss. 90 673.6041, F.S.; specifying that the obligation of a
62 670.207, 670.208, 670.21, and 670.211, F.S.; making 91 party to pay a check is not discharged solely by
63 technical changes; amending s. 670.305, F.S.; revising 92 destruction of the check in connection with a
64 liability requirements relating to payment orders; 93 specified process; creating part VII of ch. 673, F.S.,
65 creating part VI of ch. 670, F.S., relating to 94 relating to transitional provisions; creating s.
66 transitional provisions; creating s. 670.601, F.S.; 95 673.702, F.S.; providing applicability; amending s.
67 providing applicability; amending s. 671.101, F.S.; 96 675.104, F.S.; conforming provisions to changes made
68 making technical changes; amending s. 671.105, F.S.; 97 by the act; amending s. 675.116, F.S.; providing that
69 revising applicability; amending s. 671.107, F.S.; 98 a branch of a bank is considered to be located at the
70 making a technical change; amending s. 671.201, F.S.; 99 address indicated in the branch’s undertaking or, if
71 revising definitions; defining terms; amending s. 100 more than one address is indicated, the address from
72 671.211, F.S.; conforming a cross-reference; creating 101 which the undertaking was issued; making technical
73 part IV of ch. 671, F.S., relating to transitional 102 changes; creating s. 675.119, F.S.; providing
74 provisions; creating s. 671.401, F.S.; providing 103 applicability; amending s. 677.102, F.S.; deleting
75 applicability; amending s. 672.102, F.S.; revising 104 definitions of the terms “record” and “sign”; amending
76 applicability; amending s. 672.106, F.S.; defining the 105 s. 677.106, F.S.; specifying when a system satisfies
77 term “hybrid transaction”; making technical changes; 106 certain requirements and a person has control of an
78 amending ss. 672.201, 672.202, 672.203, and 672.205, 107 electronic document of title; specifying when certain
79 F.S.; making technical changes; amending s. 672.209, 108 powers are or are not exclusive; providing that a
80 F.S.; revising a prohibition on modifying or 109 person that has control of an electronic document or
81 rescinding a signed agreement that excludes 110 title does not need to acknowledge that it has control
82 modification or rescission; creating part VIII of ch. 111 on behalf of another person; specifying that a person
83 672, F.S., relating to transitional provisions; 112 does not owe any duty to another person under certain
84 creating s. 672.801, F.S.; providing applicability; 113 circumstances; creating part VII of ch. 677, F.S.,
85 amending s. 673.1041, F.S.; revising the definition of 114 related to transitional provisions; creating s.
86 the term “negotiable instrument”; amending s. 115 677.701, F.S.; providing applicability; amending s.
87 673.1051, F.S.; revising the definition of the term 116 678.1021, F.S.; revising definitions; revising the
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117 applicability of definitions; amending s. 678.1031, 146 creating s. 679.1053, F.S.; specifying when a person
118 F.S.; specifying that a controllable account, 147 has control of controllable electronic records,
119 controllable electronic record, or controllable 148 controllable accounts, or controllable payment
120 payment intangible is not a financial asset under 149 intangibles; creating s. 679.1054, F.S.; providing
121 certain circumstances; conforming a cross-reference; 150 that specified persons with certain control are not
122 amending s. 678.1061, F.S.; revising the circumstances 151 required to acknowledge such control; specifying that
123 under which purchasers have control of security 152 such persons do not owe any duty to certain persons
124 entitlements; specifying that a person that has such 153 and are not required to confirm acknowledgment to any
125 control is not required to acknowledge such control on 154 other person; amending s. 679.2031, F.S.; revising the
126 behalf of a purchaser; specifying that certain persons 155 circumstances under which a security interest is
127 do not owe any duty to purchasers and are not required 156 enforceable against a debtor and third parties;
128 to confirm certain acknowledgment under certain 157 conforming a cross-reference and provisions to changes
129 circumstances; amending s. 678.1101, F.S.; providing 158 made by the act; amending s. 679.2041, F.S.; revising
130 applicability; amending s. 678.3031, F.S; specifying 159 the circumstances under which a security interest does
131 that protected purchasers acquire interest in a 160 not attach under a term constituting an after-acquired
132 security free of any adverse claim; creating part VI 161 property clause; amending s. 679.2071, F.S.;
133 of ch. 678, F.S., relating to transitional provisions; 162 conforming a provision to changes made by the act;
134 creating s. 678.601, F.S.; providing applicability; 163 amending s. 679.2081, F.S.; revising duties relating
135 amending s. 679.1021, F.S.; defining terms; revising 164 to secured parties having control of collateral;
136 and deleting definitions; revising the applicability 165 amending s. 679.209, F.S.; revising duties relating to
137 of definitions; amending s. 679.1041, F.S.; revising 166 secured parties if an account debtor has been notified
138 the circumstances under which a secured party has 167 of an assignment; revising cross-references; amending
139 control of a deposit account; making a technical 168 s. 679.210, F.S.; conforming provisions to changes
140 change; amending s. 679.1051, F.S.; revising when a 169 made by the act; amending s. 679.3011, F.S.; revising
141 person has control of electronic chattel paper; 170 requirements relating to laws governing perfection and
142 specifying when power of such control is or is not 171 priority of security interests; revising a cross-
143 exclusive; creating s. 679.1052, F.S.; specifying when 172 reference; amending s. 679.3041, F.S.; specifying that
144 a person has control of electronic money; specifying 173 the local law of a bank’s jurisdiction governs even if
145 when power of such control is or is not exclusive; 174 a transaction does not bear any relation to the bank’s
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175 jurisdiction; amending s. 679.3051, F.S.; revising 204 F.S.; conforming provisions to changes made by the
176 applicability; creating s. 679.3062, F.S.; specifying 205 act; creating s. 679.3251, F.S.; specifying that
177 which laws govern the perfection and priority of 206 certain security interests in controllable accounts,
178 security interests in chattel paper; creating s. 207 controllable electronic records, or controllable
179 679.3063, F.S.; specifying which laws govern the 208 payment intangibles have priority over conflicting
180 perfection and priority of security interests in 209 security interests; amending s. 679.330, F.S.;
181 controllable accounts, controllable electronic 210 revising the circumstances under which purchasers of
182 records, and controllable payment intangibles; 211 chattel paper have priority over certain security
183 amending s. 679.3101, F.S.; revising the circumstances 212 interests in the chattel paper; revising
184 under which the filing of a financing statement is not 213 applicability; making a technical change; amending s.
185 necessary to perfect a security interest; amending s. 214 679.331, F.S.; revising construction; amending s.
186 679.3121, F.S.; providing requirements for perfecting 215 679.332, F.S.; revising the circumstances under which
187 a security interest in controllable accounts, 216 a transferee takes money or funds free of a security
188 controllable electronic records, and controllable 217 interest; amending ss. 679.341 and 679.4041, F.S.;
189 payment intangibles; amending s. 679.3131, F.S.; 218 conforming provisions to changes made by the act;
190 conforming provisions to changes made by the act; 219 amending s. 679.4061, F.S.; defining the term
191 amending s. 679.3141, F.S.; revising requirements for 220 “promissory note”; conforming provisions to changes
192 perfection by control; creating s. 679.3152, F.S.; 221 made by the act; revising applicability; amending s.
193 providing requirements for perfecting a security 222 679.4081, F.S.; defining the term “promissory note”;
194 interest in chattel paper by possession and control; 223 amending ss. 679.509, 679.513, 679.601, and 679.604,
195 amending s. 679.3161, F.S.; revising requirements 224 F.S.; conforming provisions to changes made by the
196 relating to maintaining perfection of security 225 act; amending s. 679.605, F.S.; specifying when a
197 interests following a change in governing law; 226 secured party owes a duty to a person based on the
198 revising cross-references; amending s. 679.3171, F.S.; 227 party’s status as a secured party; amending ss.
199 revising the circumstances under which persons take 228 679.608 and 679.611, F.S.; conforming provisions to
200 free of a security interest or agricultural lien; 229 changes made by the act; making technical changes;
201 amending s. 679.323, F.S.; revising the circumstances 230 amending s. 679.613, F.S.; revising the form for
202 under which a buyer or lessee of goods takes free of a 231 notification of the disposition of collateral;
203 security interest or leasehold; amending s. 679.324, 232 providing requirements relating to such form; amending
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233 s. 679.614, F.S.; revising form requirements for 262 amendment made to s. 673.1041, F.S., in references
234 notice of a plan to sell property; providing 263 thereto; reenacting s. 673.1031(2), F.S., relating to
235 requirements relating to such form; amending ss. 264 definitions, to incorporate the amendments made to ss.
236 679.615, 679.616, 679.619, 679.620, 679.621, 679.624, 265 673.1041 and 673.1051, F.S., in references thereto;
237 and 679.625, F.S.; conforming provisions to changes 266 reenacting s. 673.6051(2), F.S., relating to discharge
238 made by the act; amending s. 679.628, F.S.; providing 267 of indorsers and accommodation parties, to incorporate
239 applicability; creating part IX of ch. 670, F.S., 268 the amendment made to s. 673.6041, F.S., in a
240 relating to transitional provisions; creating ss. 269 reference thereto; reenacting s. 679.3061(2), F.S.,
241 679.901 and 679.902, F.S.; providing construction; 270 relating to law governing perfection and priority of
242 amending s. 680.1021, F.S.; revising applicability; 271 security interests in letter-of-credit rights, to
243 amending s. 680.1031, F.S.; defining the term “hybrid 272 incorporate the amendment made to s. 675.116, F.S., in
244 lease”; conforming cross-references; amending ss. 273 a reference thereto; reenacting s. 675.103(1)(j),
245 680.1071, 680.201, 680.202, 680.203, 680.205, 680.208, 274 F.S., relating to definitions, to incorporate the
246 F.S.; conforming provisions to changes made by the 275 amendment made to s. 675.104, F.S., in a reference
247 act; creating part VI of ch. 680, F.S., relating to 276 thereto; reenacting ss. 674.2101(3), 675.1181(2), and
248 transitional provisions; creating s. 680.601, F.S.; 277 679.1101, F.S., relating to security interest of
249 providing applicability; amending ss. 55.205, 319.27, 278 collecting bank in items, accompanying documents, and
250 328.0015, 517.061, 559.9232, 563.022, 668.50, F.S.; 279 proceeds; security interest of issuer or nominated
251 conforming cross-references; reenacting ss. 655.55(1) 280 person; and security interests arising under chapter
252 and (2) and 685.101(2), F.S., relating to law 281 672 or chapter 680, respectively, to incorporate the
253 applicable to deposits in and contracts relating to 282 amendment made to s. 679.2031, F.S., in references
254 extensions of credit by a deposit or lending 283 thereto; reenacting ss. 672.103(3) and 674.104(3),
255 institution located in this state and choice of law, 284 F.S., relating to definitions and index of
256 respectively, to incorporate the amendment made to s. 285 definitions, to incorporate the amendment made to s.
257 671.105, F.S., in references thereto; reenacting ss. 286 677.106, F.S., in references thereto; reenacting ss.
258 90.953(1), 673.1061(1), (3), and (4), and 673.1151(2), 287 678.5101(3) and 679.1061(1), F.S., relating to rights
259 F.S., relating to admissibility of duplicates, 288 of purchaser of security entitlement from entitlement
260 unconditional promise or order, and incomplete 289 holder and control of investment property,
261 instruments, respectively, to incorporate the 290 respectively, to incorporate the amendment made to s.
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291 678.1061, F.S., in references thereto; reenacting s. 320 attachment or levy on, security interests in, and
292 679.328(2), (5), and (7), F.S., relating to priority 321 other claims to goods, to incorporate the amendment
293 of security interests in investment property, to 322 made to ss. 679.3171 and 679.323, F.S., in references
294 incorporate the amendments made to ss. 678.1061, 323 thereto; reenacting s. 679.626(3), F.S., relating to
295 679.3131, 679.3141, and 679.323, F.S., in references 324 action in which deficiency or surplus is in issue, to
296 thereto; reenacting s. 679.327(1) and (2), F.S., 325 incorporate the amendment made to s. 679.628, F.S., in
297 relating to priority of security interests in deposit 326 a reference thereto; providing an effective date.
298 account, to incorporate the amendment made to ss. 327
299 679.1041 and 679.3141, F.S., in references thereto; 328 Be It Enacted by the Legislature of the State of Florida:
300 reenacting s. 679.1091(4), F.S., relating to scope, to 329
301 incorporate the amendment made to ss. 679.2031 and 330 Section 1. The Division of Law Revision is directed to
302 679.4041, F.S., in references thereto; reenacting s. 331 create chapter 669, Florida Statutes, to be entitled “Uniform
303 679.709(2), F.S., relating to priority, to incorporate 332 Commercial Code: Controllable Electronic Records and
304 the amendment made to s. 679.2031, F.S., in a 333 Transitional Provisions.”
305 reference thereto; reenacting s. 679.602(2), F.S., 334 Section 2. Part I of chapter 669, Florida Statutes,
306 relating to waiver and variance of rights and duties, 335 consisting of ss. 669.101-669.107, Florida Statutes, is created
307 to incorporate the amendment made to s. 679.210, F.S., 336 and entitled “Controllable Electronic Records.”
308 in a reference thereto; reenacting s. 679.329, F.S., 337 Section 3. Section 669.101, Florida Statutes, is created to
309 relating to priority of security interests in deposit 338 read:
310 account and priority of security interests in letter- 339 669.101 Short title.—This part may be cited as “Uniform
311 of-credit right, respectively, to incorporate the 340 Commercial Code—Controllable Electronic Records.”
312 amendment made to s. 679.3141, F.S., in references 341 Section 4. Section 669.102, Florida Statutes, is created to
313 thereto; reenacting s. 679.320(3), F.S., buyer of 342 read:
314 goods, to incorporate the amendment made to s. 343 669.102 Definitions.—
315 679.3161, F.S., in references thereto; reenacting s. 344 (1) As used in this part, the term:
316 727.109(8)(b), F.S., relating to power of the court, 345 (a) “Controllable electronic record” means a record in an
317 to incorporate the amendment made to s. 679.3171, 346 electronic medium, subject to control under s. 669.105. The term
318 F.S., in a reference thereto reenacting s. 680.307(3), 347 does not include a controllable account, a controllable payment
319 F.S., relating to priority of liens arising by 348 intangible, a deposit account, an electronic chattel paper, an
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349 electronic document of title, electronic money, investment 378 (1) If there is conflict between this part and chapter 679,
350 property, or a transferable record. 379 chapter 679 governs.
351 (b) “Qualifying purchaser” means a purchaser of a 380 (2) A transaction subject to this part is subject to any
352 controllable electronic record or an interest in a controllable 381 applicable rule of law that establishes a different rule for
353 electronic record which obtains control of the controllable 382 consumers; any other law or regulation that regulates the rates,
354 electronic record for value, in good faith, and without notice 383 charges, agreements, and practices for loans, credit sales, or
355 of a claim of a property right in the controllable electronic 384 other extensions of credit; and chapter 501.
356 record. 385 Section 6. Section 669.104, Florida Statutes, is created to
357 (c) “Transferable record” has the same meaning as provided 386 read:
358 in: 387 669.104 Rights in controllable account, controllable
359 1. Section 201(a)(1) of the Electronic Signatures in Global 388 electronic record, and controllable payment intangible.—
360 and National Commerce Act, 15 U.S.C. s. 7021(a)(1); or 389 (1) This section applies to the acquisition and purchase of
361 2. Section 668.50(16)(a). 390 rights in a controllable account or controllable payment
362 (d) “Value” has the meaning provided in s. 673.3031(1), as 391 intangible, including the rights and benefits under subsections
363 if references in that subsection to an “instrument” were 392 (3), (4), (5), (7), and (8) of a purchaser and qualifying
364 references to a controllable account, controllable electronic 393 purchaser, in the same manner in which this section applies to a
365 record, or controllable payment intangible. A controllable 394 controllable electronic record.
366 electronic record is subject to control as specified in s. 395 (2) In determining whether a purchaser of a controllable
367 669.105. 396 account or a controllable payment intangible is a qualifying
368 (2) The definitions in s. 679.1021 for the terms “account 397 purchaser, the purchaser obtains control of the account or
369 debtor,” “chattel paper,” “controllable account,” “controllable 398 payment intangible if it obtains control of the controllable
370 payment intangible,” “deposit account,” “electronic money,” and 399 electronic record that evidences the account or payment
371 “investment property” apply to this part. 400 intangible.
372 (3) Chapter 671 contains general definitions and principles 401 (3) Except as provided in this section, law other than this
373 of construction and interpretation applicable throughout this 402 part determines whether a person acquires a right in a
374 part. 403 controllable electronic record and the right that the person
375 Section 5. Section 669.103, Florida Statutes, is created to 404 acquires.
376 read: 405 (4) A purchaser of a controllable electronic record
377 669.103 Relation to chapter 679 and consumer laws.— 406 acquires all rights in the controllable electronic record which
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407 the transferor had, or had power to transfer, except that a 436 which the electronic record is recorded:
408 purchaser of a limited interest in a controllable electronic 437 (a) Gives the person:
409 record acquires rights only to the extent of the interest 438 1. Power to avail itself of substantially all of the
410 purchased. 439 benefit from the electronic record; and
411 (5) A qualifying purchaser acquires its rights in the 440 2. Exclusive power, subject to paragraph (b), to:
412 controllable electronic record free of a claim of a property 441 a. Prevent others from availing themselves of substantially
413 right in the controllable electronic record. 442 all of the benefit from the electronic record; and
414 (6) Except as provided in subsections (1) and (5) for a 443 b. Transfer control of the electronic record to another
415 controllable account and a controllable payment intangible or in 444 person or cause another person to obtain control of another
416 law other than this part, a qualifying purchaser takes a right 445 controllable electronic record as a result of the transfer of
417 to payment, right to performance, or other interest in property 446 the electronic record; and
418 evidenced by the controllable electronic record subject to a 447 (b) Enables the person to identify itself readily in any
419 claim of a property right in the right to payment, right to 448 way, including by name, identifying number, cryptographic key,
420 performance, or other interest in property. 449 office, or account number, as having the powers specified in
421 (7) An action may not be asserted against a qualifying 450 paragraph (a).
422 purchaser based on both a purchase by the qualifying purchaser 451 (2) Except as provided in subsection (3), a power is
423 of a controllable electronic record and a claim of a property 452 exclusive under sub-subparagraphs (1)(a)2.a. and b. even if:
424 right in another controllable electronic record, regardless of 453 (a) The controllable electronic record, a record attached
425 whether the action is framed in conversion, replevin, 454 to or logically associated with the electronic record, or a
426 constructive trust, equitable lien, or other theory. 455 system in which the electronic record is recorded limits the use
427 (8) Filing of a financing statement under chapter 679 is 456 of the electronic record or has a protocol programmed to cause a
428 not notice of a claim of a property right in a controllable 457 change, including a transfer or loss of control or a
429 electronic record. 458 modification of benefits afforded by the electronic record; or
430 Section 7. Section 669.105, Florida Statutes, is created to 459 (b) The power is shared with another person.
431 read: 460 (3) A power of a person is not shared with another person
432 669.105 Control of controllable electronic record.— 461 under paragraph (2)(b) and the person’s power is not exclusive
433 (1) A person has control of a controllable electronic 462 if:
434 record if the electronic record, a record attached to or 463 (a) The person can exercise the power only if the power
435 logically associated with the electronic record, or a system in 464 also is exercised by the other person; and
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465 (b) The other person: 494 read:
466 1. Can exercise the power without exercise of the power by 495 669.106 Discharge of account debtor on controllable account
467 the person; or 496 or controllable payment intangible.—
468 2. Is the transferor to the person of an interest in the 497 (1) An account debtor on a controllable account or
469 controllable electronic record or a controllable account or 498 controllable payment intangible may discharge its obligation by
470 controllable payment intangible evidenced by the controllable 499 paying:
471 electronic record. 500 (a) The person having control of the controllable
472 (4) If a person has the powers specified in sub- 501 electronic record that evidences the controllable account or
473 subparagraphs (1)(a)2.a. and b., the powers are presumed to be 502 controllable payment intangible; or
474 exclusive. 503 (b) Except as provided in subsection (2), a person that
475 (5) A person has control of a controllable electronic 504 formerly had control of the controllable electronic record.
476 record if another person, other than the transferor to the 505 (2) Subject to subsection (4), the account debtor may not
477 person of an interest in the controllable electronic record or a 506 discharge its obligation by paying a person that formerly had
478 controllable account or controllable payment intangible 507 control of the controllable electronic record if the account
479 evidenced by the controllable electronic record: 508 debtor receives a notification that:
480 (a) Has control of the electronic record and acknowledges 509 (a) Is signed by a person that formerly had control or the
481 that it has control on behalf of the person; or 510 person to which control was transferred;
482 (b) Obtains control of the electronic record after having 511 (b) Reasonably identifies the controllable account or
483 acknowledged that it will obtain control of the electronic 512 controllable payment intangible;
484 record on behalf of the person. 513 (c) Notifies the account debtor that control of the
485 (6) A person that has control under this section is not 514 controllable electronic record that evidences the controllable
486 required to acknowledge that it has control on behalf of another 515 account or controllable payment intangible was transferred;
487 person unless the person otherwise agrees or law other than this 516 (d) Identifies the transferee, in any reasonable way,
488 part or chapter 679 provides otherwise. 517 including by name, identifying number, cryptographic key,
489 (7) If a person acknowledges that it has or will obtain 518 office, or account number; and
490 control on behalf of another person, the person does not owe any 519 (e) Provides a commercially reasonable method by which the
491 duty to the other person and is not required to confirm the 520 account debtor is to pay the transferee.
492 acknowledgment to any other person. 521 (3) After receipt of a notification that complies with
493 Section 8. Section 669.106, Florida Statutes, is created to 522 subsection (2), the account debtor may discharge its obligation
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523 by paying in accordance with the notification and may not 552 control, even if the account debtor has received a notification
524 discharge the obligation by paying a person that formerly had 553 under subsection (2).
525 control. 554 (6) A person furnishes reasonable proof under subsection
526 (4) Subject to subsection (8), notification is ineffective 555 (5) that control has been transferred if the person demonstrates
527 under subsection (2): 556 that, using the method in an agreement made under paragraph
528 (a) Unless, before the notification is sent, the account 557 (4)(a), the transferee has the power to:
529 debtor and the person that, at that time, had control of the 558 (a) Avail itself of substantially all the benefit from the
530 controllable electronic record that evidences the controllable 559 controllable electronic record;
531 account or controllable payment intangible agree in a signed 560 (b) Prevent others from availing themselves of
532 record to a commercially reasonable method by which a person may 561 substantially all the benefit from the controllable electronic
533 furnish reasonable proof that control has been transferred; 562 record; and
534 (b) To the extent an agreement between the account debtor 563 (c) Transfer the powers specified in paragraphs (a) and (b)
535 and seller of a payment intangible limits the account debtor’s 564 to another person.
536 duty to pay a person other than the seller and the limitation is 565 (7) Subject to subsection (8), an account debtor may not
537 effective under law other than this part; or 566 waive or vary its rights under paragraph (4)(a) and subsection
538 (c) At the option of the account debtor, if the 567 (5) or its option under paragraph (4)(c).
539 notification notifies the account debtor to: 568 (8) This section is subject to law other than this part
540 1. Divide a payment; 569 which establishes a different rule for an account debtor who is
541 2. Make less than the full amount of an installment or 570 an individual and who incurred the obligation primarily for
542 other periodic payment; or 571 personal, family, or household purposes.
543 3. Pay any part of a payment by more than one method or to 572 Section 9. Section 669.107, Florida Statutes, is created to
544 more than one person. 573 read:
545 (5) Subject to subsection (8), if requested by the account 574 669.107 Governing law.—
546 debtor, the person giving the notification under subsection (2) 575 (1) Except as provided in subsection (2), the local law of
547 must seasonably furnish reasonable proof that, using the method 576 a controllable electronic record’s jurisdiction governs a matter
548 in the agreement referred to in paragraph (4)(a), control of the 577 covered by this part.
549 controllable electronic record has been transferred. Unless the 578 (2) For a controllable electronic record that evidences a
550 person complies with the request, the account debtor may 579 controllable account or controllable payment intangible, the
551 discharge its obligation by paying a person that formerly had 580 local law of the controllable electronic record’s jurisdiction
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581 governs a matter covered by s. 669.106 unless an effective 610 provide that the controllable electronic record or the system is
582 agreement determines that the local law of another jurisdiction 611 governed by the law of a particular jurisdiction, that
583 governs. 612 jurisdiction is the controllable electronic record’s
584 (3) The following rules determine a controllable electronic 613 jurisdiction.
585 record’s jurisdiction under this section: 614 (e) If paragraphs (a)-(d) do not apply, the controllable
586 (a) If the controllable electronic record, or a record 615 electronic record’s jurisdiction is the District of Columbia.
587 attached to or logically associated with the controllable 616 (4) If paragraph (3)(e) applies, and Article 12 is not in
588 electronic record and readily available for review, expressly 617 effect without material modification in the District of
589 provides that a particular jurisdiction is the controllable 618 Columbia, the governing law for a matter subject to this part is
590 electronic record’s jurisdiction for purposes of this part or 619 the law of the District of Columbia as though Article 12 were in
591 the Uniform Commercial Code, that jurisdiction is the 620 effect without material modification in the District of
592 controllable electronic record’s jurisdiction. 621 Columbia. For the purposes of this subsection, the term “Article
593 (b) If paragraph (a) does not apply and the rules of the 622 12” means Article 12 of the Uniform Commercial Code Amendments
594 system in which the controllable electronic record is recorded 623 (2022).
595 are readily available for review and expressly provide that a 624 (5) To the extent subsections (1) and (2) provide that the
596 particular jurisdiction is the controllable electronic record’s 625 local law of the controllable electronic record’s jurisdiction
597 jurisdiction for purposes of this part or the Uniform Commercial 626 governs a matter covered by this part, that law governs even if
598 Code, that jurisdiction is the controllable electronic record’s 627 the matter or a transaction to which the matter relates does not
599 jurisdiction. 628 bear any relation to the controllable electronic record’s
600 (c) If paragraphs (a) and (b) do not apply and the 629 jurisdiction.
601 controllable electronic record, or a record attached to or 630 (6) The rights acquired under s. 669.104 by a purchaser or
602 logically associated with the controllable electronic record and 631 qualifying purchaser are governed by the law applicable under
603 readily available for review, expressly provides that the 632 this section at the time of purchase.
604 controllable electronic record is governed by the law of a 633 Section 10. Part II of chapter 669, Florida Statutes,
605 particular jurisdiction, that jurisdiction is the controllable 634 consisting of ss. 669.501-669.706, Florida Statutes, is created
606 electronic record’s jurisdiction. 635 and entitled “Transitional Provisions.”
607 (d) If paragraphs (a), (b), and (c) do not apply and the 636 Section 11. Section 669.501, Florida Statutes, is created
608 rules of the system in which the controllable electronic record 637 to read:
609 is recorded are readily available for review and expressly 638 669.501 Short title.—This part may be cited as “Uniform
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639 Commercial Code-Controllable Electronic Records.” 668 Section 14. Section 669.701, Florida Statutes, is created
640 Section 12. Section 669.502, Florida Statutes, is created 669 to read:
641 to read: 670 669.701 Saving clause.—
642 669.502 Definitions.—As used in this part: 671 (1) Except as provided in this part, chapter 679 as it
643 (1)(a) “Adjustment date” means July 1, 2026. 672 existed on July 1, 2025, and Article 12 apply to a transaction,
644 (b) “Article 12” means Article 12 of the Uniform Commercial 673 lien, or other interest in property, even if the transaction,
645 Code. 674 lien, or interest was entered into, created, or acquired before
646 (c) “Article 12 property” means a controllable account, 675 July 1, 2025.
647 controllable electronic record, or controllable payment 676 (2) Except as provided in subsection (3) and ss. 669.702-
648 intangible. 677 669.706, both of the following apply:
649 (2) Other definitions applying to this chapter and the 678 (a) A transaction, lien, or interest in property that was
650 sections in which they appear are: 679 validly entered into, created, or transferred before July 1,
651 “Controllable account,” s. 679.1021. 680 2025, and that was not governed by the Uniform Commercial Code
652 “Controllable electronic record,” s. 669.102. 681 but would be subject to chapter 679 as it existed on July 1,
653 “Controllable payment intangible,” s. 679.1021. 682 2025, or to Article 12 if the transaction had been entered into,
654 “Electronic money,” s. 679.1021. 683 created, or transferred on or after July 1, 2025, including the
655 “Financing statement,” s. 679.1021. 684 rights, duties, and interests flowing from the transaction,
656 (3) The general definitions and principles of construction 685 lien, or interest, remains valid on and after July 1, 2025.
657 and interpretation contained in chapter 671 apply to this part. 686 (b) The transaction, lien, or interest may be terminated,
658 Section 13. Section 669.601, Florida Statutes, is created 687 completed, consummated, and enforced as required or permitted by
659 to read: 688 this part or by the law that would apply if this part had not
660 669.601 Saving clause.—Except as otherwise provided in this 689 taken effect.
661 part, a transaction validly entered into before July 1, 2025, 690 (3) This section does not affect an action, a case, or a
662 and the rights, duties, and interests flowing from such 691 proceeding commenced before July 1, 2025.
663 transaction remain valid thereafter and may be terminated, 692 Section 15. Section 669.702, Florida Statutes, is created
664 completed, consummated, or enforced as required or permitted by 693 to read:
665 law other than the Uniform Commercial Code or, if applicable, by 694 669.702 Security interest perfected before effective date.—
666 the Uniform Commercial Code as though this act had not taken 695 (1) A security interest that is enforceable and perfected
667 effect. 696 immediately before July 1, 2025, is a perfected security
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697 interest under this act if, on July 1, 2025, the requirements 726 (a) Without further action, by July 1, 2025, if the
698 for enforceability and perfection under this section are fully 727 requirements for perfection under this act are satisfied on or
699 satisfied without further action. 728 before that date; or
700 (2) If a security interest is enforceable and perfected 729 (b) When the requirements for perfection are satisfied, if
701 immediately before July 1, 2025, but the requirements for 730 satisfaction occurs after July 1, 2025.
702 enforceability or perfection under this act are not satisfied by 731 Section 17. Section 669.704, Florida Statutes, is created
703 July 1, 2025, all of the following apply to the security 732 to read:
704 interest: 733 669.704 Effectiveness of actions taken before effective
705 (a) It is a perfected security interest until the earlier 734 date.—
706 of the time perfection would have ceased under the law in effect 735 (1) If action, other than the filing of a financing
707 immediately before July 1, 2025, or the adjustment date. 736 statement, is taken before July 1, 2025, and the action would
708 (b) It remains enforceable thereafter only if the security 737 have resulted in perfection of the security interest had the
709 interest satisfies the requirements for enforceability under s. 738 security interest become enforceable before July 1, 2025, the
710 679.2031, as it existed on July 1, 2025, before the adjustment 739 action is effective to perfect a security interest that attaches
711 date. 740 under this part before the adjustment date. An attached security
712 (c) It remains perfected thereafter only if the 741 interest becomes unperfected on the adjustment date unless the
713 requirements for perfection under this section are satisfied 742 security interest becomes a perfected security interest under
714 immediately before July 1, 2025. 743 this part before the adjustment date.
715 Section 16. Section 669.703, Florida Statutes, is created 744 (2) The filing of a financing statement before July 1,
716 to read: 745 2025, is effective to perfect a security interest on July 1,
717 669.703 Security interest unperfected before effective 746 2025, to the extent the filing would satisfy the requirements
718 date.—A security interest that is enforceable immediately before 747 for perfection under this part.
719 July 1, 2025, but is unperfected by that date: 748 (3) Action taken before July 1, 2025, is sufficient for the
720 (1) Remains an enforceable security interest until the 749 enforceability of a security interest as of July 1, 2025, if the
721 adjustment date; 750 action satisfies the requirements for enforceability under this
722 (2) Remains enforceable thereafter if the security interest 751 part.
723 becomes enforceable under s. 679.2031, as it existed on July 1, 752 Section 18. Section 669.705, Florida Statutes, is created
724 2025, or before the adjustment date; and 753 to read:
725 (3) Becomes perfected: 754 669.705 Priority.—
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755 (1) Subject to subsections (2) and (3), this section 784 Section 20. Paragraph (c) of subsection (1) of section
756 determines the priority of conflicting claims to collateral. 785 670.103, Florida Statutes, is amended to read:
757 (2) Subject to subsection (3), if the priority of claims to 786 670.103 Payment order: definitions.—
758 collateral was established before July 1, 2025, chapter 679 as 787 (1) In this chapter, the term:
759 in effect before July 1, 2025, determines priority. 788 (c) “Payment order” means an instruction of a sender to a
760 (3) On the adjustment date, to the extent the priorities 789 receiving bank, transmitted orally or in a record,
761 determined by chapter 679 as amended by this part modify the 790 electronically, or in writing, to pay, or to cause another bank
762 priorities established before July 1, 2025, the priorities of 791 to pay, a fixed or determinable amount of money to a beneficiary
763 claims to Article 12 property and electronic money established 792 if:
764 before July 1, 2025, cease to apply. 793 1. The instruction does not state a condition to payment to
765 Section 19. Section 669.706, Florida Statutes, is created 794 the beneficiary other than time of payment;
766 to read: 795 2. The receiving bank is to be reimbursed by debiting an
767 669.706 Priority of claims when priority rules of chapter 796 account of, or otherwise receiving payment from, the sender; and
768 679 do not apply.— 797 3. The instruction is transmitted by the sender directly to
769 (1) Subject to subsections (2) and (3), Article 12 798 the receiving bank or to an agent, funds-transfer system, or
770 determines the priority of conflicting claims to Article 12 799 communication system for transmittal to the receiving bank.
771 property when the priority rules of chapter 679 as amended by 800 Section 21. Section 670.201, Florida Statutes, is amended
772 this act do not apply. 801 to read:
773 (2) Subject to subsection (3), when the priority rules of 802 670.201 Security procedure.—For purposes of this section,
774 chapter 679 as amended by this act do not apply and the 803 the term “security procedure” means a procedure established by
775 priorities of claims to Article 12 property were established 804 agreement of a customer and a receiving bank for the purpose of:
776 before July 1, 2025, law other than Article 12 determines 805 (1) Verifying that a payment order or communication
777 priority. 806 amending or canceling a payment order is that of the customer;
778 (3) When the priority rules of chapter 679 as amended by 807 or
779 this part do not apply, to the extent the priorities determined 808 (2) Detecting error in the transmission or the content of
780 by this act modify the priorities established as of July 1, 809 the payment order or communication.
781 2025, the priorities of claims to Article 12 property 810
782 established before July 1, 2025, cease to apply on the 811 A security procedure may impose an obligation on the receiving
783 adjustment date. 812 bank or the customer and may require the use of algorithms or
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813 other codes, identifying words, or numbers, symbols, sounds, 842 is a question of law to be determined by considering the wishes
814 biometrics, encryption, callback procedures, or similar security 843 of the customer expressed to the bank; the circumstances of the
815 devices. Comparison of a signature on a payment order or 844 customer known to the bank, including the size, type, and
816 communication with an authorized specimen signature of the 845 frequency of payment orders normally issued by the customer to
817 customer or requiring a payment order to be sent from a known e- 846 the bank; alternative security procedures offered to the
818 mail address, Internet protocol address, or telephone number is 847 customer; and security procedures in general use by customers
819 not by itself a security procedure. 848 and receiving banks similarly situated. A security procedure is
820 Section 22. Subsections (2) and (3) of section 670.202, 849 deemed to be commercially reasonable if:
821 Florida Statutes, are amended, and subsection (6) of that 850 (a) The security procedure was chosen by the customer after
822 section is republished, to read: 851 the bank offered, and the customer refused, a security procedure
823 670.202 Authorized and verified payment orders.— 852 that was commercially reasonable for that customer; and
824 (2) If a bank and its customer have agreed that the 853 (b) The customer expressly agreed in a record writing to be
825 authenticity of payment orders issued to the bank in the name of 854 bound by any payment order, whether or not authorized, issued in
826 the customer as sender will be verified pursuant to a security 855 its name and accepted by the bank in compliance with the bank’s
827 procedure, a payment order received by the receiving bank is 856 obligations under the security procedure chosen by the customer.
828 effective as the order of the customer, whether or not 857 (6) Except as provided in this section and in s.
829 authorized, if the security procedure is a commercially 858 670.203(1)(a), rights and obligations arising under this section
830 reasonable method of providing security against unauthorized 859 or s. 670.203 may not be varied by agreement.
831 payment orders and the bank proves that it accepted the payment 860 Section 23. Paragraph (a) of subsection (1) of section
832 order in good faith and in compliance with the bank’s 861 670.203, Florida Statutes, is amended to read:
833 obligations under the security procedure and any written 862 670.203 Unenforceability of certain verified payment
834 agreement or instruction of the customer, evidenced by a record, 863 orders.—
835 restricting acceptance of payment orders issued in the name of 864 (1) If an accepted payment order is not, under s.
836 the customer. The bank is not required to follow an instruction 865 670.202(1), an authorized order of a customer identified as
837 that violates an a written agreement with the customer, 866 sender, but is effective as an order of the customer pursuant to
838 evidenced by a record, or notice of which is not received at a 867 s. 670.202(2), the following rules apply:
839 time and in a manner affording the bank a reasonable opportunity 868 (a) By express written agreement evidenced by a record, the
840 to act on it before the payment order is accepted. 869 receiving bank may limit the extent to which it is entitled to
841 (3) The commercial reasonableness of a security procedure 870 enforce or retain payment of the payment order.
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871 Section 24. Paragraph (b) of subsection (3) of section 900 (b) If the sender is not a bank and the receiving bank
872 670.207, Florida Statutes, is amended to read: 901 proves that the sender, before the payment order was accepted,
873 670.207 Misdescription of beneficiary.— 902 had notice that the receiving bank might rely on the number as
874 (3) If a payment order described in subsection (2) is 903 the proper identification of the intermediary or beneficiary’s
875 accepted, the originator’s payment order described the 904 bank even if it identifies a person different from the bank
876 beneficiary inconsistently by name and number, and the 905 identified by name, the rights and obligations of the sender and
877 beneficiary’s bank pays the person identified by number as 906 the receiving bank are governed by paragraph (a), as though the
878 permitted by paragraph (2)(a), the following rules apply: 907 sender were a bank. Proof of notice may be made by any
879 (b) If the originator is not a bank and proves that the 908 admissible evidence. The receiving bank satisfies the burden of
880 person identified by number was not entitled to receive payment 909 proof if it proves that the sender, before the payment order was
881 from the originator, the originator is not obliged to pay its 910 accepted, signed a record writing stating the information to
882 order unless the originator’s bank proves that the originator, 911 which the notice relates.
883 before acceptance of the originator’s order, had notice that 912 Section 26. Subsection (1) of section 670.21, Florida
884 payment of a payment order issued by the originator might be 913 Statutes, is amended to read:
885 made by the beneficiary’s bank on the basis of an identifying or 914 670.21 Rejection of payment order.—
886 bank account number even if it identifies a person different 915 (1) A payment order is rejected by the receiving bank by a
887 from the named beneficiary. Proof of notice may be made by any 916 notice of rejection transmitted to the sender orally,
888 admissible evidence. The originator’s bank satisfies the burden 917 electronically, or in a record writing. A notice of rejection
889 of proof if it proves that the originator, before the payment 918 need not use any particular words and is sufficient if it
890 order was accepted, signed a record writing stating the 919 indicates that the receiving bank is rejecting the order or will
891 information to which the notice relates. 920 not execute or pay the order. Rejection is effective when the
892 Section 25. Paragraph (b) of subsection (2) of section 921 notice is given if transmission is by a means that is reasonable
893 670.208, Florida Statutes, is amended to read: 922 in the circumstances. If notice of rejection is given by a means
894 670.208 Misdescription of intermediary bank or 923 that is not reasonable, rejection is effective when the notice
895 beneficiary’s bank.— 924 is received. If an agreement of the sender and receiving bank
896 (2) This subsection applies to a payment order identifying 925 establishes the means to be used to reject a payment order:
897 an intermediary bank or the beneficiary’s bank both by name and 926 (a) Any means complying with the agreement is reasonable;
898 an identifying number if the name and number identify different 927 and
899 persons. 928 (b) Any means not complying is not reasonable unless no
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929 significant delay in receipt of the notice resulted from the use 958 Section 29. Part VI of chapter 670, Florida Statutes,
930 of the noncomplying means. 959 consisting of s. 670.601, Florida Statutes, is created and
931 Section 27. Subsection (1) of section 670.211, Florida 960 entitled “Transitional Provisions.”
932 Statutes, is amended to read: 961 Section 30. Section 670.601, Florida Statutes, is created
933 670.211 Cancellation and amendment of payment order.— 962 to read:
934 (1) A communication of the sender of a payment order 963 670.601 Saving clause.—Except as provided in ss. 669.501-
935 canceling or amending the order may be transmitted to the 964 669.706, a transaction validly entered into before July 1, 2025,
936 receiving bank orally, electronically, or in a record writing. 965 and the rights, duties, and interests flowing from such
937 If a security procedure is in effect between the sender and the 966 transaction remain valid thereafter and may be terminated,
938 receiving bank, the communication is not effective to cancel or 967 completed, consummated, or enforced as required or permitted by
939 amend the order unless the communication is verified pursuant to 968 law other than the Uniform Commercial Code or, if applicable,
940 the security procedure or the bank agrees to the cancellation or 969 the Uniform Commercial Code as though this act had not taken
941 amendment. 970 effect.
942 Section 28. Subsections (3) and (4) of section 670.305, 971 Section 31. Subsection (1) of section 671.101, Florida
943 Florida Statutes, are amended to read: 972 Statutes, is amended to read:
944 670.305 Liability for late or improper execution or failure 973 671.101 Short title; scope of chapter.—
945 to execute payment order.— 974 (1) Chapters 669-680 670-680 may be cited as the “Uniform
946 (3) In addition to the amounts payable under subsections 975 Commercial Code” or “code.”
947 (1) and (2), damages, including consequential damages, are 976 Section 32. Paragraphs (a) through (f) of subsection
948 recoverable to the extent provided in an express written 977 671.105, Florida Statutes, are redesignated as paragraphs (b)
949 agreement of the receiving bank, evidenced by a record. 978 through (h), respectively, a new paragraph (a) is added to that
950 (4) If a receiving bank fails to execute a payment order it 979 subsection, and present paragraphs (d) and (e) of that
951 was obliged by express agreement to execute, the receiving bank 980 subsection are republished, to read:
952 is liable to the sender for its expenses in the transaction and 981 671.105 Territorial application of the code; parties’ power
953 for incidental expenses and interest losses resulting from the 982 to choose applicable law.—
954 failure to execute. Additional damages, including consequential 983 (2) When one of the following provisions of this code
955 damages, are recoverable to the extent provided in an express 984 specifies the applicable law, that provision governs; and a
956 written agreement of the receiving bank, evidenced by a record, 985 contrary agreement is effective only to the extent permitted by
957 but are not otherwise recoverable. 986 the law (including the conflict-of-laws rules) so specified:
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987 (a) Governing law in the chapter on controllable electronic 1016 operate ought to have noticed it. Whether a term is
988 records. (s. 669.107). 1017 “conspicuous” is a decision for the court. Conspicuous terms
989 (e)(d) Applicability of the chapter on letters of credit. 1018 include the following:
990 (s. 675.116) 1019 (a) A heading in capitals equal to or greater in size than
991 (f)(e) Applicability of the chapter on investment 1020 the surrounding text, or in contrasting type, font, or color to
992 securities. (s. 678.1101) 1021 the surrounding text of the same or lesser size; and
993 Section 33. Section 671.107, Florida Statutes, is amended 1022 (b) Language in the body of a record or display in larger
994 to read: 1023 type than the surrounding text or set off from surrounding text
995 671.107 Waiver or renunciation of claim or right after 1024 of the same size by symbols or other marks that call attention
996 breach.—A claim or right arising out of an alleged breach can be 1025 to the language.
997 discharged in whole or in part without consideration by 1026 (16) “Delivery,” with respect to an electronic document of
998 agreement of the aggrieved party in a signed an authenticated 1027 title, means voluntary transfer of control and, “delivery,” with
999 record. 1028 respect to instruments, tangible document of title, or an
1000 Section 34. Present subsections (18) through (47) of 1029 authoritative tangible copy of a record evidencing chattel
1001 section 671.201, Florida Statutes, are redesignated as 1030 paper, or certificated securities, means voluntary transfer of
1002 subsections (19) through (48), respectively, a new subsection 1031 possession.
1003 (18) is added to that section, and present subsections (11), 1032 (18) “Electronic” means relating to technology having
1004 (16), (22), (26), (27), (31), (40), and (41) of that section are 1033 electrical, digital, magnetic, wireless, optical,
1005 amended, to read: 1034 electromagnetic, or similar capabilities.
1006 671.201 General definitions.—Unless the context otherwise 1035 (23)(22) “Holder” means:
1007 requires, words or phrases defined in this section, or in the 1036 (a) The person in possession of a negotiable instrument
1008 additional definitions contained in other chapters of this code 1037 that is payable either to bearer or to an identified person that
1009 which apply to particular chapters or parts thereof, have the 1038 is the person in possession;
1010 meanings stated. Subject to definitions contained in other 1039 (b) The person in possession of a negotiable tangible
1011 chapters of this code which apply to particular chapters or 1040 document of title if the goods are deliverable either to bearer
1012 parts thereof, the term: 1041 or to the order of the person in possession; or
1013 (11) “Conspicuous,” with reference to a term, means so 1042 (c) The person in control, other than pursuant to s.
1014 written, displayed, or presented that, based on the totality of 1043 677.106(7), of a negotiable electronic document of title.
1015 the circumstances, a reasonable person against which it is to 1044 (27)(26) Subject to subsection (29) (28), a person has
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1045 “notice” of a fact if the person: 1074 Commercial Code which limits, or conditionally limits if
1046 (a) Has actual knowledge of it; 1075 conditions specified under the law are satisfied, the ability of
1047 (b) Has received a notice or notification of it; or 1076 a creditor of the entity or of any other protected series of the
1048 (c) From all the facts and circumstances known to the 1077 entity to satisfy a claim from assets of the protected series.
1049 person at the time in question, has reason to know that it 1078 (41)(40) “Send,” in connection with a writing, record, or
1050 exists. A person “knows” or has “knowledge” of a fact when the 1079 notification notice, means:
1051 person has actual knowledge of it. “Discover” or “learn” or a 1080 (a) To deposit in the mail, or deliver for transmission, or
1052 word or phrase of similar import refers to knowledge rather than 1081 transmit by any other usual means of communication, with postage
1053 to reason to know. The time and circumstances under which a 1082 or cost of transmission provided for, and properly addressed
1054 notice or notification may cease to be effective are not 1083 and, in the case of an instrument, to an address specified
1055 determined by this section. 1084 thereon or otherwise agreed or, if there be none, to any address
1056 (28)(27) A person “notifies” or “gives” a notice or 1085 reasonable under the circumstances; or
1057 notification to another person by taking such steps as may be 1086 (b) To cause the record or notification to be received
1058 reasonably required to inform the other person in ordinary 1087 within the time it would have been received if properly sent
1059 course, whether or not the other person actually comes to know 1088 under paragraph (a) In any other way to cause to be received any
1060 of it. Subject to subsection (29) (28), a person “receives” a 1089 record or notice within the time it would have arrived if
1061 notice or notification when: 1090 properly sent.
1062 (a) It comes to that person’s attention; or 1091 (42)(41) “Sign,” “signing,” “signed,” or “signature” means,
1063 (b) It is duly delivered in a form reasonable under the 1092 with present intent to authenticate or adopt a record, to:
1064 circumstances at the place of business through which the 1093 (a) Execute or adopt a tangible symbol; or
1065 contract was made or at another location held out by that person 1094 (b) Attach to or logically associate with the record an
1066 as the place for receipt of such communications. 1095 electronic symbol, sound, or process means bearing any symbol
1067 (32)(31) “Person” means an individual; corporation; 1096 executed or adopted by a party with present intention to adopt
1068 business trust; estate; trust; partnership; limited liability 1097 or accept a writing.
1069 company; association; joint venture; government; governmental 1098 Section 35. Section 671.211, Florida Statutes, is amended
1070 subdivision, agency, or instrumentality; public corporation; or 1099 to read:
1071 any other legal or commercial entity. The term includes a 1100 671.211 Value.—Except as otherwise provided with respect to
1072 protected series, however denominated, of an entity if the 1101 negotiable instruments and bank collections as provided in
1073 protected series is established under law other than the Uniform 1102 chapter 669 and ss. 673.3031, 674.2101, and 674.2111, a person
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1103 gives value for rights if the person acquires them: 1132 provided in subsection (2), this chapter applies to transactions
1104 (1) In return for a binding commitment to extend credit or 1133 in goods and, in the case of a hybrid transaction:
1105 for the extension of immediately available credit whether or not 1134 (a) If the sale-of-goods aspects do not predominate, only
1106 drawn upon and whether or not a charge-back is provided for in 1135 those provisions of this chapter which relate primarily to the
1107 the event of difficulties in collection; 1136 sale-of-goods aspects of the transaction apply, and those
1108 (2) As security for, or in total or partial satisfaction 1137 provisions that relate primarily to the transaction as a whole
1109 of, a preexisting claim; 1138 do not apply.
1110 (3) By accepting delivery under a preexisting contract for 1139 (b) If the sale-of-goods aspects predominate, this chapter
1111 purchase; or 1140 applies to the transaction but does not preclude application in
1112 (4) In return for any consideration sufficient to support a 1141 appropriate circumstances of other law to aspects of the
1113 simple contract. 1142 transaction which do not relate to the sale of goods.
1114 Section 36. Part IV of chapter 671, Florida Statutes, 1143 (2) This chapter does not do the following:
1115 consisting of s. 671.401, Florida Statutes, is created and 1144 (a) Apply to a transaction that, even though in the form of
1116 entitled “Transitional Provisions.” 1145 an unconditional contract to sell or present sale, operates only
1117 Section 37. Section 671.401, Florida Statutes, is created 1146 to create a security interest.
1118 to read: 1147 (b) Impair or repeal a statute regulating sales to
1119 671.401 Saving clause.—Except as provided in ss. 669.501- 1148 consumers, farmers, or other specified classes of buyers; it
1120 669.706, a transaction validly entered into before July 1, 2025, 1149 does not apply to any transaction which although in the form of
1121 and the rights, duties, and interests flowing from such 1150 an unconditional contract to sell or present sale is intended to
1122 transaction remain valid thereafter and may be terminated, 1151 operate only as a security transaction nor does this chapter
1123 completed, consummated, or enforced as required or permitted by 1152 impair or repeal any statute regulating sales to consumers,
1124 law other than the Uniform Commercial Code or, if applicable, by 1153 farmers or other specified classes of buyers.
1125 the Uniform Commercial Code as though this act had not taken 1154 Section 39. Section 672.106, Florida Statutes, is amended
1126 effect. 1155 to read:
1127 Section 38. Section 672.102, Florida Statutes, is amended 1156 672.106 Definitions: “contract”; “agreement”; “contract for
1128 to read: 1157 sale”; “sale”; “present sale”; “conforming” to contract;
1129 672.102 Scope; certain security and other transactions 1158 “termination”; “cancellation.”; “hybrid transaction.”—
1130 excluded from this chapter.— 1159 (1) In this chapter, unless the context clearly requires
1131 (1) Unless the context otherwise requires, and except as 1160 otherwise, the meaning of the terms requires “contract” and
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1161 “agreement” is are limited to those contracts and agreements 1190 (1) Except as otherwise provided in this section a contract
1162 relating to the present or future sale of goods. The term 1191 for the sale of goods for the price of $500 or more is not
1163 “contract for sale” includes both a present sale of goods and a 1192 enforceable by way of action or defense unless there is a record
1164 contract to sell goods at a future time. A “sale” consists in 1193 some writing sufficient to indicate that a contract for sale has
1165 the passing of title from the seller to the buyer for a price 1194 been made between the parties and signed by the party against
1166 (s. 672.401). A “present sale” means a sale which is 1195 whom enforcement is sought or by the party’s his or her
1167 accomplished by the making of the contract. 1196 authorized agent or broker. A record writing is not insufficient
1168 (2) Goods or conduct including any part of a performance 1197 because it omits or incorrectly states a term agreed upon but
1169 are “conforming” or conform to the contract when they are in 1198 the contract is not enforceable under this subsection paragraph
1170 accordance with the obligations under the contract. 1199 beyond the quantity of goods shown in the record such writing.
1171 (3) “Termination” occurs when either party pursuant to a 1200 (2) Between merchants if within a reasonable time a record
1172 power created by agreement or law puts an end to the contract 1201 writing in confirmation of the contract and sufficient against
1173 otherwise than for its breach. Upon On termination, all 1202 the sender is received and the party receiving it has reason to
1174 obligations that which are still executory on both sides are 1203 know its contents, it satisfies the requirements of subsection
1175 discharged but any right based on prior breach or performance 1204 (1) against the such party unless written notice in a record of
1176 survives. 1205 objection to its contents is given within 10 days after it is
1177 (4) “Cancellation” occurs when either party puts an end to 1206 received.
1178 the contract for breach by the other and its effect is the same 1207 Section 41. Section 672.202, Florida Statutes, is amended
1179 as that of “termination” except that the canceling party also 1208 to read:
1180 retains any remedy for breach of the whole contract or any 1209 672.202 Final written expression; parol or extrinsic
1181 unperformed balance. 1210 evidence.—Terms with respect to which the confirmatory memoranda
1182 (5) The term “hybrid transaction” means a single 1211 of the parties agree or which are otherwise set forth in a
1183 transaction involving a sale of goods and any of the following: 1212 record writing intended by the parties as a final expression of
1184 (a) The provision of services. 1213 their agreement with respect to such terms as are included
1185 (b) A lease of other goods. 1214 therein may not be contradicted by evidence of any prior
1186 (c) A sale, lease, or license of property other than goods. 1215 agreement or of a contemporaneous oral agreement but may be
1187 Section 40. Subsections (1) and (2) of section 672.201, 1216 explained or supplemented:
1188 Florida Statutes, are amended to read: 1217 (1) By course of dealing or usage of trade (s. 671.205) or
1189 672.201 Formal requirements; statute of frauds.— 1218 by course of performance (s. 672.208); and
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1219 (2) By evidence of consistent additional terms unless the 1248 consisting of s. 672.801, Florida Statutes, is created and
1220 court finds the record writing to have been intended also as a 1249 entitled “Transitional Provisions.”
1221 complete and exclusive statement of the terms of the agreement. 1250 Section 46. Section 672.801, Florida Statutes, is created
1222 Section 42. Section 672.203, Florida Statutes, is amended 1251 to read:
1223 to read: 1252 672.801 Saving clause.—Except as provided in ss. 669.501-
1224 672.203 Seals inoperative.—The affixing of a seal to a 1253 669.706, a transaction validly entered into before July 1, 2025,
1225 record writing evidencing a contract for sale or an offer to buy 1254 and the rights, duties, and interests flowing from such
1226 or sell goods does not constitute a record the writing a sealed 1255 transaction remain valid thereafter and may be terminated,
1227 instrument and the law with respect to sealed instruments does 1256 completed, consummated, or enforced as required or permitted by
1228 not apply to such a contract or offer. 1257 law other than the Uniform Commercial Code or, if applicable, by
1229 Section 43. Section 672.205, Florida Statutes, is amended 1258 the Uniform Commercial Code as though this act had not taken
1230 to read: 1259 effect.
1231 672.205 Firm offers.—An offer by a merchant to buy or sell 1260 Section 47. Subsection (1) of section 673.1041, Florida
1232 goods in a signed record writing which by its terms gives 1261 Statutes, is amended to read:
1233 assurance that it will be held open is not revocable, for lack 1262 673.1041 Negotiable instrument.—
1234 of consideration, during the time stated or if no time is stated 1263 (1) Except as provided in subsections (3), (4), and (11),
1235 for a reasonable time, but in no event may such period of 1264 the term “negotiable instrument” means an unconditional promise
1236 irrevocability exceed 3 months; but any such term of assurance 1265 or order to pay a fixed amount of money, with or without
1237 on a form supplied by the offeree must be separately signed by 1266 interest or other charges described in the promise or order, if
1238 the offeror. 1267 it:
1239 Section 44. Subsection (2) of section 672.209, Florida 1268 (a) Is payable to bearer or to order at the time it is
1240 Statutes, is amended to read: 1269 issued or first comes into possession of a holder;
1241 672.209 Modification, rescission, and waiver.— 1270 (b) Is payable on demand or at a definite time; and
1242 (2) A signed agreement which excludes modification or 1271 (c) Does not state any other undertaking or instruction by
1243 rescission except by a signed writing or other signed record 1272 the person promising or ordering payment to do any act in
1244 cannot be otherwise modified or rescinded, but except as between 1273 addition to the payment of money, but the promise or order may
1245 merchants such a requirement on a form supplied by the merchant 1274 contain:
1246 must be separately signed by the other party. 1275 1. An undertaking or power to give, maintain, or protect
1247 Section 45. Part VIII of chapter 672, Florida Statutes, 1276 collateral to secure payment;
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1277 2. An authorization or power to the holder to confess 1306 (a) Manually or by means of a device or machine; and
1278 judgment or realize on or dispose of collateral; or 1307 (b) By the use of any name, including a trade or assumed
1279 3. A waiver of the benefit of any law intended for the 1308 name, or by a word, mark, or symbol executed or adopted by a
1280 advantage or protection of an obligor; 1309 person with present intention to authenticate a writing.
1281 4. A term that specifies the law that governs the promise 1310 Section 50. Subsection (1) of section 673.6041, Florida
1282 or order; or 1311 Statutes, is amended to read:
1283 5. An undertaking to resolve, in a specified forum, a 1312 673.6041 Discharge by cancellation or renunciation.—
1284 dispute concerning the promise or order. 1313 (1) A person entitled to enforce an instrument, with or
1285 Section 48. Subsection (1) of section 673.1051, Florida 1314 without consideration, may discharge the obligation of a party
1286 Statutes, is amended to read: 1315 to pay the instrument:
1287 673.1051 Issue of instrument.— 1316 (a) By an intentional voluntary act, such as:
1288 (1) The term “issue” means: 1317 1. Surrender of the instrument to the party;
1289 (a) The first delivery of an instrument by the maker or 1318 2. Destruction, mutilation, or cancellation of the
1290 drawer, whether to a holder or nonholder, for the purpose of 1319 instrument;
1291 giving rights on the instrument to any person; or 1320 3. Cancellation or striking out of the party’s signature;
1292 (b) If agreed to by the payee, the first transmission by 1321 or
1293 the drawer to the payee of an image of an item and information 1322 4. Addition of words to the instrument indicating
1294 derived from the item which enables the depositary bank to 1323 discharge; or
1295 collect the item under federal law by transferring or presenting 1324 (b) By agreeing not to sue or otherwise renouncing rights
1296 an electronic check. 1325 against the party by a signed writing.
1297 Section 49. Section 673.4011, Florida Statutes, is amended 1326
1298 to read: 1327 The obligation of a party to pay a check is not discharged
1299 673.4011 Signature.— 1328 solely by destruction of the check in connection with a process
1300 (1) A person is not liable on an instrument unless: 1329 that involves the extraction of information from the check and
1301 (a) the person signed the instrument; or 1330 an image of the check is made and, subsequently, the information
1302 (b) the person is represented by an agent or representative 1331 and image are transmitted for payment.
1303 who signed the instrument, and the signature is binding on the 1332 Section 51. Part VII of chapter 673, Florida Statutes,
1304 represented person under s. 673.4021. 1333 consisting of s. 673.702, Florida Statutes, is created and
1305 (2) A signature may be made: 1334 entitled “Transitional Provisions.”
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1335 Section 52. Section 673.702, Florida Statutes, is created 1364 (2) Unless subsection (1) applies, the liability of an
1336 to read: 1365 issuer, nominated person, or adviser for action or omission is
1337 673.702 Savings clause.—Except as provided in ss. 669.501- 1366 governed by the law of the jurisdiction in which the person is
1338 669.706, a transaction validly entered into before July 1, 2025, 1367 located. The person is considered to be located at the address
1339 and the rights, duties, and interests flowing from such 1368 indicated in the person’s undertaking. If more than one address
1340 transaction remain valid thereafter and may be terminated, 1369 is indicated, the person is considered to be located at the
1341 completed, consummated, or enforced as required or permitted by 1370 address from which the person’s undertaking was issued.
1342 law other than the Uniform Commercial Code or, if applicable, by 1371 (a) For the purpose of jurisdiction, choice of law, and
1343 the Uniform Commercial Code as though this act had not taken 1372 recognition of interbranch letters of credit, but not
1344 effect. 1373 enforcement of a judgment, all branches of a bank are considered
1345 Section 53. Section 675.104, Florida Statutes, is amended 1374 separate juridical entities and a bank is considered to be
1346 to read: 1375 located at the place where its relevant branch is considered to
1347 675.104 Formal requirements.—A letter of credit, 1376 be located under paragraph (b) this subsection.
1348 confirmation, advice, transfer, amendment, or cancellation may 1377 (b) A bank branch is considered to be located at the
1349 be issued in any form that is a signed record and is 1378 address indicated in the branch’s undertaking. If more than one
1350 authenticated by a signature or in accordance with the agreement 1379 address is indicated, the branch is considered to be located at
1351 of the parties or the standard practice referred to in s. 1380 the address from which the undertaking was issued.
1352 675.108(5). 1381 (c)(3) Except as otherwise provided in this paragraph
1353 Section 54. Section 675.116, Florida Statutes, is amended 1382 subsection, the liability of an issuer, nominated person, or
1354 to read: 1383 adviser is governed by any rules of custom or practice, such as
1355 675.116 Choice of law and forum.— 1384 the Uniform Customs and Practice for Documentary Credits, to
1356 (1) The liability of an issuer, nominated person, or 1385 which the letter of credit, confirmation, or other undertaking
1357 adviser for action or omission is governed by the law of the 1386 is expressly made subject. If this chapter governs the liability
1358 jurisdiction chosen by an agreement in the form of a record 1387 of an issuer, nominated person, or adviser under subsection (1)
1359 signed or otherwise authenticated by the affected parties in the 1388 or this subsection (2), the relevant undertaking incorporates
1360 manner provided in s. 675.104 or by a provision in the person’s 1389 rules of custom or practice, and there is conflict between this
1361 letter of credit, confirmation, or other undertaking. The 1390 chapter and such rules as applied to that undertaking, such
1362 jurisdiction whose law is chosen need not bear any relation to 1391 rules govern except to the extent of any conflict with the
1363 the transaction. 1392 nonvariable provisions specified in s. 675.102(3).
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1393 (3)(4) This chapter governs to the extent of any conflict 1422 Section 57. Subsection (2) of section 677.106, Florida
1394 between this chapter and chapter 670, chapter 673, chapter 674, 1423 Statutes, is amended, and subsections (3) through (9) are added
1395 or chapter 679. 1424 to that section, to read:
1396 (4)(5) The forum for settling disputes arising out of an 1425 677.106 Control of electronic document of title.—
1397 undertaking within this chapter may be chosen in the manner and 1426 (2) A system satisfies subsection (1), and a person has is
1398 with the binding effect that governing law may be chosen in 1427 deemed to have control of an electronic document of title, if
1399 accordance with subsection (1). 1428 the document is created, stored, and transferred assigned in a
1400 Section 55. Section 675.119, Florida Statutes, is created 1429 manner that:
1401 to read: 1430 (a) A single authoritative copy of the document exists
1402 675.119 Saving clause.—Except as provided in ss. 669.501- 1431 which is unique, identifiable, and, except as otherwise provided
1403 669.706, a transaction validly entered into before July 1, 2025, 1432 in paragraphs (d), (e), and (f), unalterable;
1404 and the rights, duties, and interests flowing from such 1433 (b) The authoritative copy identifies the person asserting
1405 transaction remain valid thereafter and may be terminated, 1434 control as:
1406 completed, consummated, or enforced as required or permitted by 1435 1. The person to which the document was issued; or
1407 law other than the Uniform Commercial Code or, if applicable, by 1436 2. If the authoritative copy indicates that the document
1408 the Uniform Commercial Code as though this act had not taken 1437 has been transferred, the person to which the document was most
1409 effect. 1438 recently transferred;
1410 Section 56. Paragraphs (j) and (l) of subsection (1) of 1439 (c) The authoritative copy is communicated to and
1411 section 677.102, Florida Statutes, are amended to read: 1440 maintained by the person asserting control or its designated
1412 677.102 Definitions and index of definitions.— 1441 custodian;
1413 (1) In this chapter, unless the context otherwise requires: 1442 (d) Copies or amendments that add or change an identified
1414 (j) “Record” means information that is inscribed on a 1443 transferee assignee of the authoritative copy can be made only
1415 tangible medium or that is stored in an electronic or other 1444 with the consent of the person asserting control;
1416 medium and is retrievable in perceivable form. 1445 (e) Each copy of the authoritative copy and any copy of a
1417 (l) “Sign” means, with present intent to authenticate or 1446 copy is readily identifiable as a copy that is not the
1418 adopt a record: 1447 authoritative copy; and
1419 1. To execute or adopt a tangible symbol; or 1448 (f) Any amendment of the authoritative copy is readily
1420 2. To attach to or logically associate with the record an 1449 identifiable as authorized or unauthorized.
1421 electronic sound, symbol, or process. 1450 (3) A system satisfies subsection (1), and a person has
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1451 control of an electronic document of title, if an authoritative 1480 also is exercised by the other person; and
1452 electronic copy of the document, a record attached to or 1481 (b) The other person:
1453 logically associated with the electronic copy, or a system in 1482 1. Can exercise the power without exercise of the power by
1454 which the electronic copy is recorded: 1483 the person; or
1455 (a) Enables the person to readily identify each electronic 1484 2. Is the transferor to the person of an interest in the
1456 copy as either an authoritative copy or a nonauthoritative copy; 1485 document of title.
1457 (b) Enables the person to readily identify itself in any 1486 (6) If a person has the powers specified in subparagraphs
1458 way, including by name, identifying number, cryptographic key, 1487 (3)(c)1. and 2., the powers are presumed to be exclusive.
1459 office, or account number, as the person to which each 1488 (7) A person has control of an electronic document of title
1460 authoritative electronic copy was issued or transferred; and 1489 if another person, other than the transferor to the person of an
1461 (c) Gives the person exclusive power, subject to subsection 1490 interest in the document:
1462 (4), to: 1491 (a) Has control of the document and acknowledges that it
1463 1. Prevent others from adding or changing the person to 1492 has control on behalf of the person; or
1464 which each authoritative electronic copy has been issued or 1493 (b) Obtains control of the document after having
1465 transferred; and 1494 acknowledged that it will obtain control of the document on
1466 2. Transfer control of each authoritative electronic copy. 1495 behalf of the person.
1467 (4) Subject to subsection (5), a power is exclusive under 1496 (8) A person that has control as provided under this
1468 subparagraphs (3)(c)1. and 2. even if: 1497 section is not required to acknowledge that it has control on
1469 (a) The authoritative electronic copy, a record attached to 1498 behalf of another person.
1470 or logically associated with the authoritative electronic copy, 1499 (9) If a person acknowledges that it has or will obtain
1471 or a system in which the authoritative electronic copy is 1500 control on behalf of another person, unless the person otherwise
1472 recorded limits the use of the document of title or has a 1501 agrees or law other than this chapter or chapter 679 otherwise
1473 protocol that is programmed to cause a change, including a 1502 provides, the person does not owe any duty to the other person
1474 transfer or loss of control; or 1503 and is not required to confirm the acknowledgment to any other
1475 (b) The power is shared with another person. 1504 person.
1476 (5) A power of a person is not shared with another person 1505 Section 58. Part VII of chapter 677, Florida Statutes,
1477 under paragraph (4)(b) and the person’s power is not exclusive 1506 consisting of s. 677.701, Florida Statutes, is created and
1478 if: 1507 entitled “Transitional Provisions.”
1479 (a) The person can exercise the power only if the power 1508 Section 59. Section 677.701, Florida Statutes, is created
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1509 to read: 1538 intermediary has expressly agreed with the other person that the
1510 677.701 Saving clause.—Except as provided in ss. 669.501- 1539 property is to be treated as a financial asset under this
1511 669.706, a transaction validly entered into before July 1, 2025, 1540 chapter. As context requires, the term means either the interest
1512 and the rights, duties, and interests flowing from such 1541 itself or the means by which a person’s claim to it is
1513 transaction remain valid thereafter and may be terminated, 1542 evidenced, including a certificated or uncertificated security,
1514 completed, consummated, or enforced as required or permitted by 1543 a security certificate, or a security entitlement.
1515 law other than the Uniform Commercial Code or, if applicable, by 1544 (2) The following Other definitions in applying to this
1516 the Uniform Commercial Code as though this act had not have 1545 chapter and other chapters apply to this section the sections in
1517 taken effect. 1546 which they appear are:
1518 Section 60. Paragraph (f) of subsection (1) and subsection 1547 “Appropriate person,” s. 678.1071.
1519 (2) of section 678.1021, Florida Statutes, are amended, and 1548 “Control,” s. 678.1061.
1520 paragraph (i) of subsection (1) of that section is republished, 1549 “Controllable account,” s. 679.1021.
1521 to read: 1550 “Controllable electronic record,” s. 669.102.
1522 678.1021 Definitions.— 1551 “Controllable payment intangible,” s. 679.1021.
1523 (1) In this chapter: 1552 “Delivery,” s. 678.3011.
1524 (f) “Communicate” means to: 1553 “Investment company security,” s. 678.1031(2).
1525 1. Send a signed record writing; or 1554 “Issuer,” s. 678.2011.
1526 2. Transmit information by any mechanism agreed upon by the 1555 “Overissue,” s. 678.2101.
1527 persons transmitting and receiving the information. 1556 “Protected purchaser,” s. 678.3031.
1528 (i) “Financial asset,” except as otherwise provided in s. 1557 “Securities account,” s. 678.5011.
1529 678.1031, means: 1558 Section 61. Subsection (6) of section 678.1031, Florida
1530 1. A security; 1559 Statutes, is amended, and subsection (8) is added to that
1531 2. An obligation of a person or a share, participation, or 1560 section, to read:
1532 other interest in a person or in property or an enterprise of a 1561 678.1031 Rules for determining whether certain obligations
1533 person, which is, or is of a type, dealt in or traded on 1562 and interests are securities or financial assets.—
1534 financial markets, or which is recognized in any area in which 1563 (6) A commodity contract, as defined in s. 679.1021(1) s.
1535 it is issued or dealt in as a medium for investment; or 1564 679.1021(1)(o), is not a security or a financial asset.
1536 3. Any property that is held by a securities intermediary 1565 (8) A controllable account, controllable electronic record,
1537 for another person in a securities account if the securities 1566 or controllable payment intangible is not a financial asset
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1567 unless s. 678.1021(1)(i) applies. 1596 person.
1568 Section 62. Subsection (4) of section 678.1061, Florida 1597 Section 63. Subsection (7) is added to section 678.1101,
1569 Statutes, is amended, and subsections (8) and (9) are added to 1598 Florida Statutes, to read:
1570 that section, to read: 1599 678.1101 Applicability; choice of law.—
1571 678.1061 Control.— 1600 (7) The local law of the issuer’s jurisdiction or the
1572 (4) A purchaser has “control” of a security entitlement if: 1601 securities intermediary’s jurisdiction governs a matter or
1573 (a) The purchaser becomes the entitlement holder; 1602 transaction specified in subsection (1) or subsection (2) even
1574 (b) The securities intermediary has agreed that it will 1603 if the matter or transaction does not bear any relation to the
1575 comply with entitlement orders originated by the purchaser 1604 jurisdiction.
1576 without further consent by the entitlement holder; or 1605 Section 64. Subsection (2) of section 678.3031, Florida
1577 (c) Another person, other than the transferor to the 1606 Statutes, is amended to read:
1578 purchaser of an interest in the security entitlement: 1607 678.3031 Protected purchaser.—
1579 1. Has control of the security entitlement and acknowledges 1608 (2) In addition to acquiring the rights of a purchaser, A
1580 that it has control on behalf of the purchaser; or 1609 protected purchaser also acquires its interest in the security
1581 2. Obtains control of the security entitlement after having 1610 free of any adverse claim.
1582 acknowledged that it will obtain control of the security 1611 Section 65. Part VI of chapter 678, Florida Statutes,
1583 entitlement on behalf of the purchaser has control of the 1612 consisting of s. 678.601, Florida Statutes, is created and
1584 security entitlement on behalf of the purchaser or, having 1613 entitled “Transitional Provisions.”
1585 previously acquired control of the security entitlement, 1614 Section 66. Section 678.601, Florida Statutes, is created
1586 acknowledges that the person has control on behalf of the 1615 to read:
1587 purchaser. 1616 678.601 Saving clause.—Except as provided in ss. 669.501-
1588 (8) A person that has control under this section is not 1617 669.706, a transaction validly entered into before July 1, 2025,
1589 required to acknowledge that it has control on behalf of a 1618 and the rights, duties, and interests flowing from such
1590 purchaser. 1619 transaction remain valid thereafter and may be terminated,
1591 (9) If a person acknowledges that it has or will obtain 1620 completed, consummated, or enforced as required or permitted by
1592 control on behalf of a purchaser unless the person otherwise 1621 law other than the Uniform Commercial Code, or if applicable, by
1593 agrees, or law other than this section or chapter 679 otherwise 1622 the Uniform Commercial Code as though this act had not taken
1594 provides, the person does not owe any duty to the purchaser and 1623 effect.
1595 is not required to confirm the acknowledgment to any other 1624 Section 67. Present paragraphs (h) through (aa), (bb)
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1625 through (bbb), and (ccc) through (bbbb) of subsection (1) of 1654 instrument; commercial tort claims; deposit accounts; investment
1626 section 679.1021, Florida Statutes, are redesignated as 1655 property; letter-of-credit rights or letters of credit; or
1627 paragraphs (i) through (bb), (ee) through (ddd), and (fff) 1656 rights to payment for money or funds advanced or sold, other
1628 through (dddd), respectively, new paragraphs (h), (cc), (dd), 1657 than rights arising out of the use of a credit or charge card or
1629 and (eee) are added to that subsection, and paragraphs (b), (c), 1658 information contained on or for use with the card; or rights to
1630 (d), and (g) and present paragraphs (k), (ee), (pp), (uu), 1659 payment evidenced by an instrument.
1631 (iii), (nnn), (vvv), and (zzz) of subsection (1) and subsection 1660 (c) “Account debtor” means a person obligated on an
1632 (2) of that section are amended, to read: 1661 account, chattel paper, or general intangible. The term does not
1633 679.1021 Definitions and index of definitions.— 1662 include persons obligated to pay a negotiable instrument, even
1634 (1) In this chapter, the term: 1663 if the negotiable instrument evidences constitutes part of
1635 (b) “Account,” except as used in “account for,” “account 1664 chattel paper.
1636 statement,” “account to,” “commodity account” as used in 1665 (d) “Accounting,” except as used in the term “accounting
1637 paragraph (o), “customer account,” “deposit account” as used in 1666 for,” means a record:
1638 paragraph (ff), “on account of,” and “statement of account,” 1667 1. Signed Authenticated by a secured party;
1639 means a right to payment of a monetary obligation, regardless of 1668 2. Indicating the aggregate unpaid secured obligations as
1640 whether or not earned by performance, for property that has been 1669 of a date not more than 35 days earlier or 35 days later than
1641 or is to be sold, leased, licensed, assigned, or otherwise 1670 the date of the record; and
1642 disposed of; for services rendered or to be rendered; for a 1671 3. Identifying the components of the obligations in
1643 policy of insurance issued or to be issued; for a secondary 1672 reasonable detail.
1644 obligation incurred or to be incurred; for energy provided or to 1673 (g) “Assignee,” except as used in “assignee for benefit of
1645 be provided; for the use or hire of a vessel under a charter or 1674 creditors,” means a person:
1646 other contract; arising out of the use of a credit or charge 1675 1. In whose favor a security interest that secures an
1647 card or information contained on or for use with the card; or as 1676 obligation is created or provided for under a security
1648 winnings in a lottery or other game of chance operated or 1677 agreement, regardless of whether the obligation is outstanding,
1649 sponsored by a state, governmental unit of a state, or person 1678 and includes; or
1650 licensed or authorized to operate the game by a state or 1679 2. To which an account, chattel paper, payment intangible,
1651 governmental unit of a state. The term includes controllable 1680 or promissory note has been sold.
1652 accounts and health-care-insurance receivables. The term does 1681
1653 not include rights to payment evidenced by chattel paper or an 1682 The term includes a person to which a security interest has been
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1683 transferred by a secured party. 1712 or a right to payment arising out of the use of a credit or
1684 (h) “Assignor” means a person that: 1713 charge card or information contained on or for use with the card
1685 1. Under a security agreement creates or provides for a 1714 a record or records that evidence both a monetary obligation and
1686 security interest that secures an obligation; or 1715 a security interest in specific goods, a security interest in
1687 2. Sells an account, chattel paper, payment intangible, or 1716 specific goods and software used in the goods, a security
1688 promissory note. 1717 interest in specific goods and license of software used in the
1689 1718 goods, a lease of specific goods, or a lease of specific goods
1690 The term includes a secured party that has transferred a 1719 and license of software used in the goods. In this paragraph,
1691 security interest to another person “Authenticate” means: 1720 “monetary obligation” means a monetary obligation secured by the
1692 1. To sign; or 1721 goods or owed under a lease of the goods and includes a monetary
1693 2. With the present intent to adopt or accept a record, to 1722 obligation with respect to software used in the goods. The term
1694 attach to or logically associate with the record an electronic 1723 does not include charters or other contracts involving the use
1695 sound, symbol, or process. 1724 or hire of a vessel or records that evidence a right to payment
1696 (l)(k) “Chattel paper” means: 1725 arising out of the use of a credit or charge card or information
1697 1. A right to payment of a monetary obligation secured by 1726 contained on or for use with the card. If a transaction is
1698 specific goods, if the right to payment and security agreement 1727 evidenced by records that include an instrument or series of
1699 are evidenced by a record; or 1728 instruments, the group of records taken together constitutes
1700 2. A right to payment of a monetary obligation owed by a 1729 chattel paper.
1701 lessee under a lease agreement with respect to specific goods 1730 (cc) “Controllable account” means an account evidenced by a
1702 and a monetary obligation owed by the lessee in connection with 1731 controllable electronic record that provides that the account
1703 the transaction giving rise to the lease, if: 1732 debtor undertakes to pay the person that has control under s.
1704 a. The right to payment and lease agreement are evidenced 1733 669.105 of the controllable electronic record.
1705 by a record; and 1734 (dd) “Controllable payment intangible” means a payment
1706 b. The predominant purpose of the transaction giving rise 1735 intangible evidenced by a controllable electronic record that
1707 to the lease was to give the lessee the right to possession and 1736 provides that the account debtor undertakes to pay the person
1708 use of the goods. 1737 that has control under s. 669.105 of the controllable electronic
1709 1738 record.
1710 The term does not include a right to payment arising out of a 1739 (hh)(ee) “Electronic money” means money in an electronic
1711 charter or other contract involving the use or hire of a vessel 1740 form chattel paper” means chattel paper evidenced by a record or
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1741 records consisting of information stored in an electronic 1770 satisfaction of the obligation it secures pursuant to ss.
1742 medium. 1771 679.620, 679.621, and 679.622.
1743 (ss)(pp) “General intangible” means any personal property, 1772 (vvv) “Send,” in connection with a record or notification,
1744 including things in action, other than accounts, chattel paper, 1773 means:
1745 commercial tort claims, deposit accounts, documents, goods, 1774 1. To deposit in the mail, deliver for transmission, or
1746 instruments, investment property, letter-of-credit rights, 1775 transmit by any other usual means of communication, with postage
1747 letters of credit, money, and oil, gas, or other minerals before 1776 or cost of transmission provided for, addressed to any address
1748 extraction. The term includes controllable electronic records, 1777 reasonable under the circumstances; or
1749 payment intangibles, and software. 1778 2. To cause the record or notification to be received
1750 (xx)(uu) “Instrument” means a negotiable instrument or any 1779 within the time that it would have been received if properly
1751 other writing that evidences a right to the payment of a 1780 sent under subparagraph 1.
1752 monetary obligation, is not itself a security agreement or 1781 (bbbb)(zzz) “Tangible money chattel paper” means money in
1753 lease, and is of a type that in the ordinary course of business 1782 tangible form chattel paper evidenced by a record or records
1754 is transferred by delivery with any necessary indorsement or 1783 consisting of information that is inscribed on a tangible
1755 assignment. The term does not include investment property, 1784 medium.
1756 letters of credit, or writings that evidence a right to payment 1785 (2) The following definitions in other chapters apply to
1757 arising out of the use of a credit or charge card or information 1786 this chapter:
1758 contained on or for use with the card, or writings that evidence 1787 “Applicant,” s. 675.103.
1759 chattel paper. 1788 “Beneficiary,” s. 675.103.
1760 (eee) “Money” has the same meaning as in s. 671.201, but 1789 “Broker,” s. 678.1021.
1761 does not include a deposit account or money in an electronic 1790 “Certificated security,” s. 678.1021.
1762 form that cannot be subjected to control under s. 679.1052. 1791 “Check,” s. 673.1041.
1763 (lll)(iii) “Payment intangible” means a general intangible 1792 “Clearing corporation,” s. 678.1021.
1764 under which the account debtor’s principal obligation is a 1793 “Contract for sale,” s. 672.106.
1765 monetary obligation. The term includes a controllable payment 1794 “Control,” s. 677.106.
1766 intangible. 1795 “Controllable electronic record,” s. 699.102.
1767 (qqq)(nnn) “Proposal” means a record signed authenticated 1796 “Customer,” s. 674.104.
1768 by a secured party which includes the terms on which the secured 1797 “Entitlement holder,” s. 678.1021.
1769 party is willing to accept collateral in full or partial 1798 “Financial asset,” s. 678.1021.
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1799 “Holder in due course,” s. 673.3021. 1828 “Security entitlement,” s. 678.1021.
1800 “Issuer” (with respect to a letter of credit 1829 “Uncertificated security,” s. 678.1021.
1801 or letter-of-credit right), s. 675.103. 1830 Section 68. Subsection (1) of section 679.1041, Florida
1802 “Issuer” (with respect to a security), s. 678.2011. 1831 Statutes, is amended to read:
1803 “Issuer” (with respect to documents 1832 679.1041 Control of deposit account.—
1804 of title), s. 677.102. 1833 (1) A secured party has control of a deposit account if any
1805 “Lease,” s. 680.1031. 1834 of the following applies:
1806 “Lease agreement,” s. 680.1031. 1835 (a) The secured party is the bank with which the deposit
1807 “Lease contract,” s. 680.1031. 1836 account is maintained.;
1808 “Leasehold interest,” s. 680.1031. 1837 (b) The debtor, secured party, and bank have agreed in a
1809 “Lessee,” s. 680.1031. 1838 signed an authenticated record that the bank will comply with
1810 “Lessee in ordinary course of 1839 instructions originated by the secured party directing
1811 business,” s. 680.1031. 1840 disposition of the funds in the deposit account without further
1812 “Lessor,” s. 680.1031. 1841 consent by the debtor.; or
1813 “Lessor’s residual interest,” s. 680.1031. 1842 (c) The secured party becomes the bank’s customer with
1814 “Letter of credit,” s. 675.103. 1843 respect to the deposit account.
1815 “Merchant,” s. 672.104. 1844 (d) Another person, other than the debtor:
1816 “Negotiable instrument,” s. 673.1041. 1845 1. Has control of the deposit account and acknowledges that
1817 “Nominated person,” s. 675.103. 1846 it has control on behalf of the secured party; or
1818 “Note,” s. 673.1041. 1847 2. Obtains control of the deposit account after having
1819 “Proceeds of a letter of credit,” s. 675.114. 1848 acknowledged that it will obtain control of the deposit account
1820 “Protected purchaser,” s. 678.3031. 1849 on behalf of the secured party.
1821 “Prove,” s. 673.1031. 1850 Section 69. Section 679.1051, Florida Statutes, is amended
1822 “Qualifying purchaser,” s. 669.102. 1851 to read:
1823 “Sale,” s. 672.106. 1852 679.1051 Control of electronic chattel paper.—
1824 “Securities account,” s. 678.5011. 1853 (1) A purchaser has control of an authoritative electronic
1825 “Securities intermediary,” s. 678.1021. 1854 copy of a record evidencing chattel paper if a system employed
1826 “Security,” s. 678.1021. 1855 for evidencing the assignment of interests in the chattel paper
1827 “Security certificate,” s. 678.1021. 1856 reliably establishes the purchaser as the person to which the
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1857 authoritative electronic copy was assigned. 1886 office, or account number, as the assignee of the authoritative
1858 (2) A system satisfies subsection (1) if the record or 1887 electronic copy; and
1859 records evidencing the chattel paper are created, stored, and 1888 (c) Gives the purchaser exclusive power, subject to
1860 assigned in a manner that: 1889 subsection (4), to:
1861 (a) A single authoritative copy of the record or records 1890 1. Prevent others from adding or changing an identified
1862 exists which is unique, identifiable, and, except as otherwise 1891 assignee of the authoritative electronic copy; and
1863 provided in paragraphs (d), (e), and (f), unalterable; 1892 2. Transfer control of the authoritative electronic copy.
1864 (b) The authoritative copy identifies the purchaser as the 1893 (4) Subject to subsection (5), a power is exclusive under
1865 assignee of the record or records; 1894 subparagraphs (3)(c)1. and 2. even if:
1866 (c) The authoritative copy is communicated to and 1895 (a) The authoritative electronic copy, a record attached to
1867 maintained by the purchaser or its designated custodian; 1896 or logically associated with the authoritative electronic copy,
1868 (d) Copies or amendments that add or change an identified 1897 or a system in which the authoritative electronic copy is
1869 assignee of the authoritative copy can be made only with the 1898 recorded limits the use of the authoritative electronic copy or
1870 consent of the purchaser; 1899 has a protocol programmed to cause a change, including a
1871 (e) Each copy of the authoritative copy and any copy of a 1900 transfer or loss of control; or
1872 copy is readily identifiable as a copy that is not the 1901 (b) The power is shared with another person.
1873 authoritative copy; and 1902 (5) A power of a purchaser is not shared with another
1874 (f) Any amendment of the authoritative copy is readily 1903 person as provided in paragraph (4)(b) and the purchaser’s power
1875 identifiable as authorized or unauthorized. 1904 is not exclusive if:
1876 (3) A system satisfies subsection (1), and a purchaser has 1905 (a) The purchaser can exercise the power only if the power
1877 control of an authoritative electronic copy of a record 1906 also is exercised by the other person; and
1878 evidencing chattel paper, if the electronic copy, a record 1907 (b) The other person:
1879 attached to or logically associated with the electronic copy, or 1908 1. Can exercise the power without exercise of the power by
1880 a system in which the electronic copy is recorded: 1909 the purchaser; or
1881 (a) Enables the purchaser to readily identify each 1910 2. Is the transferor to the purchaser of an interest in the
1882 electronic copy as either an authoritative copy or a 1911 chattel paper.
1883 nonauthoritative copy; 1912 (6) If a purchaser has the powers specified in
1884 (b) Enables the purchaser to readily identify itself in any 1913 subparagraphs (3)(c)1. and 2., the powers are presumed to be
1885 way, including by name, identifying number, cryptographic key, 1914 exclusive.
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1915 (7) A purchaser has control of an authoritative electronic 1944 authoritative copy; and
1916 copy of a record evidencing chattel paper if another person, 1945 (f) Any amendment of the authoritative copy is readily
1917 other than the transferor to the purchaser of an interest in the 1946 identifiable as authorized or unauthorized.
1918 chattel paper: 1947 Section 70. Section 679.1052, Florida Statutes, is created
1919 (a) Has control of the authoritative electronic copy and 1948 to read:
1920 acknowledges that it has control on behalf of the purchaser; or 1949 679.1052 Control of electronic money.—
1921 (b) Obtains control of the authoritative electronic copy 1950 (1) A person has control of electronic money if both of the
1922 after having acknowledged that it will obtain control of the 1951 following apply:
1923 electronic copy on behalf of the purchaser A secured party has 1952 (a) The electronic money, a record attached to or logically
1924 control of electronic chattel paper if a system employed for 1953 associated with the electronic money, or a system in which the
1925 evidencing the transfer of interests in the chattel paper 1954 electronic money is recorded gives the person:
1926 reliably establishes the secured party as the person to which 1955 1. Power to avail itself of substantially all the benefit
1927 the chattel paper was assigned. 1956 from the electronic money; and
1928 (2) A system satisfies subsection (1), and a secured party 1957 2. Exclusive power, subject to subsection (2), to:
1929 has control of electronic chattel paper, if the record or 1958 a. Prevent others from availing themselves of substantially
1930 records comprising the chattel paper are created, stored, and 1959 all the benefit from the electronic money; and
1931 assigned in such a manner that: 1960 b. Transfer control of the electronic money to another
1932 (a) A single authoritative copy of the record or records 1961 person or cause another person to obtain control of other
1933 exists which is unique, identifiable and, except as otherwise 1962 electronic money as a result of the transfer of the electronic
1934 provided in paragraphs (d), (e), and (f), unalterable; 1963 money.
1935 (b) The authoritative copy identifies the secured party as 1964 (b) The electronic money, a record attached to or logically
1936 the assignee of the record or records; 1965 associated with the electronic money, or a system in which the
1937 (c) The authoritative copy is communicated to and 1966 electronic money is recorded enables the person readily to
1938 maintained by the secured party or its designated custodian; 1967 identify itself in any way, including by name, identifying
1939 (d) Copies or amendments that add or change an identified 1968 number, cryptographic key, office, or account number, as having
1940 assignee of the authoritative copy can be made only with the 1969 the powers under paragraph (a).
1941 consent of the secured party; 1970 (2) Subject to subsection (3), a power is exclusive under
1942 (e) Each copy of the authoritative copy and any copy of a 1971 sub-subparagraphs (1)(a)2.a. and b. even if:
1943 copy is readily identifiable as a copy that is not the 1972 (a) The electronic money, a record attached to or logically
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1973 associated with the electronic money, or a system in which the 2002 controllable account, or controllable payment intangible.—
1974 electronic money is recorded limits the use of the electronic 2003 (1) A secured party has control of a controllable
1975 money or has a protocol programmed to cause a change, including 2004 electronic record as provided in s. 669.105.
1976 a transfer or loss of control; or 2005 (2) A secured party has control of a controllable account
1977 (b) The power is shared with another person. 2006 or controllable payment intangible if the secured party has
1978 (3) A power of a person is not shared with another person 2007 control of the controllable electronic record that evidences the
1979 under paragraph (2)(b) and the person’s power is not exclusive 2008 controllable account or controllable payment intangible.
1980 if: 2009 Section 72. Section 679.1054, Florida Statutes, is created
1981 (a) The person can exercise the power only if the power 2010 to read:
1982 also is exercised by the other person; and 2011 679.1054 No requirement to acknowledge or confirm; no
1983 (b) The other person: 2012 duties.—
1984 1. Can exercise the power without exercise of the power by 2013 (1) A person that has control under s. 679.1051, s.
1985 the person; or 2014 679.1052, or s. 679.1053 is not required to acknowledge that it
1986 2. Is the transferor to the person of an interest in the 2015 has control on behalf of another person.
1987 electronic money. 2016 (2) If a person acknowledges that it has or will obtain
1988 (4) If a person has the powers specified in sub- 2017 control on behalf of another person, unless the person otherwise
1989 subparagraphs (1)(a)2.a. and b., the powers are presumed to be 2018 agrees, or law other than this chapter otherwise provides, the
1990 exclusive. 2019 person does not owe any duty to the other person and is not
1991 (5) A person has control of electronic money if another 2020 required to confirm the acknowledgment to any other person.
1992 person, other than the transferor to the person of an interest 2021 Section 73. Subsections (2) and (10) of section 679.2031,
1993 in the electronic money: 2022 Florida Statutes, are amended to read:
1994 (a) Has control of the electronic money and acknowledges 2023 679.2031 Attachment and enforceability of security
1995 that it has control on behalf of the person; or 2024 interest; proceeds; supporting obligations; formal requisites.—
1996 (b) Obtains control of the electronic money after having 2025 (2) Except as otherwise provided in subsections (3) through
1997 acknowledged that it will obtain control of the electronic money 2026 (10), a security interest is enforceable against the debtor and
1998 on behalf of the person. 2027 third parties with respect to the collateral only if:
1999 Section 71. Section 679.1053, Florida Statutes, is created 2028 (a) Value has been given;
2000 to read: 2029 (b) The debtor has rights in the collateral or the power to
2001 679.1053 Control of controllable electronic record, 2030 transfer rights in the collateral to a secured party; and
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2031 (c) One of the following conditions is met: 2060 of real property;
2032 1. The debtor has signed authenticated a security agreement 2061 (b) The description of the account in the security
2033 that provides a description of the collateral and, if the 2062 agreement includes a legal description of the real property;
2034 security interest covers timber to be cut, a description of the 2063 (c) The description of the account in the security
2035 land concerned; 2064 agreement conspicuously states that the real property is the
2036 2. The collateral is not a certificated security and is in 2065 debtor’s homestead; and
2037 the possession of the secured party under s. 679.3131 pursuant 2066 (d) The security agreement is also signed authenticated by
2038 to the debtor’s security agreement; 2067 the debtor’s spouse, if the debtor is married; if the debtor’s
2039 3. The collateral is a certificated security in registered 2068 spouse is incompetent, then the method of signature
2040 form and the security certificate has been delivered to the 2069 authentication by the debtor’s spouse is the same as provided by
2041 secured party under s. 678.3011 pursuant to the debtor’s 2070 the laws of this state, other than this chapter, which apply to
2042 security agreement; or 2071 the alienation or encumbrance of homestead property by an
2043 4. The collateral is controllable accounts, controllable 2072 incompetent person.
2044 electronic records, controllable payment intangibles, deposit 2073 Section 74. Present subsection (3) of section 679.2041,
2045 accounts, electronic documents, electronic money chattel paper, 2074 Florida Statutes, is redesignated as subsection (4), a new
2046 investment property, or letter-of-credit rights, or electronic 2075 subsection (3) is added to that section, and subsection (2) of
2047 documents, and the secured party has control under s. 669.105, 2076 that section is amended, to read:
2048 s. 677.106, s. 679.1041, s. 679.1051, s. 679.1061, or s. 2077 679.2041 After-acquired property; future advances.—
2049 679.1071 pursuant to the debtor’s security agreement; or 2078 (2) Subject to subsection (3), a security interest does not
2050 5. The collateral is chattel paper and the secured party 2079 attach under a term constituting an after-acquired property
2051 has possession and control under s. 679.3152 pursuant to the 2080 clause to:
2052 debtor’s security agreement. 2081 (a) Consumer goods, other than an accession when given as
2053 (10) A security interest in an account consisting of a 2082 additional security, unless the debtor acquires rights in them
2054 right to payment of a monetary obligation for the sale of real 2083 within 10 days after the secured party gives value; or
2055 property that is the debtor’s homestead under the laws of this 2084 (b) A commercial tort claim.
2056 state is not enforceable unless: 2085 (3) Subsection (2) does not prevent a security interest
2057 (a) The description of the account in the security 2086 from attaching:
2058 agreement conspicuously states that the collateral includes the 2087 (a) To a consumer good as proceeds under s. 679.3151(1) or
2059 debtor’s right to payment of a monetary obligation for the sale 2088 commingled goods under s. 679.336(3);
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2089 (b) To a commercial tort claim as proceeds under s. 2118 (b) A secured party having control of a deposit account
2090 679.3151(1); or 2119 under s. 679.1041(1)(c) shall:
2091 (c) Under an after-acquired property clause to property 2120 1. Pay the debtor the balance on deposit in the deposit
2092 that is proceeds of consumer goods or a commercial tort claim. 2121 account; or
2093 Section 75. Subsection (3) of section 679.2071, Florida 2122 2. Transfer the balance on deposit into a deposit account
2094 Statutes, is amended to read: 2123 in the debtor’s name;
2095 679.2071 Rights and duties of secured party having 2124 (c) A secured party, other than a buyer, having control
2096 possession or control of collateral.— 2125 under s. 679.1051 of an authoritative electronic copy of a
2097 (3) Except as otherwise provided in subsection (4), a 2126 record evidencing chattel paper shall transfer control of the
2098 secured party having possession of collateral or control of 2127 electronic copy to the debtor or a person designated by the
2099 collateral under s. 677.106, s. 679.1041, s. 679.1051, s. 2128 debtor; a secured party, other than a buyer, having control of
2100 679.1052, s. 679.1061, or s. 679.1071: 2129 electronic chattel paper under s. 679.1051 shall:
2101 (a) May hold as additional security any proceeds, except 2130 1. Communicate the authoritative copy of the electronic
2102 money or funds, received from the collateral; 2131 chattel paper to the debtor or its designated custodian;
2103 (b) Shall apply money or funds received from the collateral 2132 2. If the debtor designates a custodian that is the
2104 to reduce the secured obligation, unless remitted to the debtor; 2133 designated custodian with which the authoritative copy of the
2105 and 2134 electronic chattel paper is maintained for the secured party,
2106 (c) May create a security interest in the collateral. 2135 communicate to the custodian an authenticated record releasing
2107 Section 76. Subsection (2) of section 679.2081, Florida 2136 the designated custodian from any further obligation to comply
2108 Statutes, is amended to read: 2137 with instructions originated by the secured party and
2109 679.2081 Additional duties of secured party having control 2138 instructing the custodian to comply with instructions originated
2110 of collateral.— 2139 by the debtor; and
2111 (2) Within 10 days after receiving a signed an 2140 3. Take appropriate action to enable the debtor or the
2112 authenticated demand by the debtor: 2141 debtor’s designated custodian to make copies of or revisions to
2113 (a) A secured party having control of a deposit account 2142 the authoritative copy which add or change an identified
2114 under s. 679.1041(1)(b) shall send to the bank with which the 2143 assignee of the authoritative copy without the consent of the
2115 deposit account is maintained a signed record an authenticated 2144 secured party;
2116 statement that releases the bank from any further obligation to 2145 (d) A secured party having control of investment property
2117 comply with instructions originated by the secured party; 2146 under s. 678.1061(4)(b) or s. 679.1061(2) shall send to the
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2147 securities intermediary or commodity intermediary with which the 2176 electronic document is maintained for the secured party,
2148 security entitlement or commodity contract is maintained a 2177 communicate to the custodian an authenticated record releasing
2149 signed an authenticated record that releases the securities 2178 the designated custodian from any further obligation to comply
2150 intermediary or commodity intermediary from any further 2179 with instructions originated by the secured party and
2151 obligation to comply with entitlement orders or directions 2180 instructing the custodian to comply with instructions originated
2152 originated by the secured party; 2181 by the debtor; and
2153 (e) A secured party having control of a letter-of-credit 2182 3. Take appropriate action to enable the debtor or its
2154 right under s. 679.1071 shall send to each person having an 2183 designated custodian to make copies of or revisions to the
2155 unfulfilled obligation to pay or deliver proceeds of the letter 2184 authenticated copy which add or change an identified assignee of
2156 of credit to the secured party a signed an authenticated release 2185 the authoritative copy without the consent of the secured party.
2157 from any further obligation to pay or deliver proceeds of the 2186 Section 77. Subsection (2) of section 679.209, Florida
2158 letter of credit to the secured party; and 2187 Statutes, is amended to read:
2159 (f) A secured party having control under s. 677.106 of an 2188 679.209 Duties of secured party if account debtor has been
2160 authoritative electronic copy of an electronic document of title 2189 notified of assignment.—
2161 shall transfer control of the electronic copy to the debtor or a 2190 (2) Within 10 days after receiving a signed an
2162 person designated by the debtor; 2191 authenticated demand by the debtor, a secured party shall send
2163 (g) A secured party having control under Section 9-105A of 2192 to an account debtor that has received notification under s.
2164 electronic money shall transfer control of the electronic money 2193 669.106(2) or s. 679.4016(1) of an assignment to the secured
2165 to the debtor or a person designated by the debtor; and 2194 party as assignee a signed under s. 679.4061(1) an authenticated
2166 (h) A secured party having control under s. 669.105 of a 2195 record that releases the account debtor from any further
2167 controllable electronic record, other than a buyer of a 2196 obligation to the secured party.
2168 controllable account or controllable payment intangible 2197 Section 78. Section 679.210, Florida Statutes, is amended
2169 evidenced by the controllable electronic record, shall transfer 2198 to read:
2170 control of the controllable electronic record to the debtor or a 2199 679.210 Request for accounting; request regarding list of
2171 person designated by the debtor of an electronic document shall: 2200 collateral or statement of account.—
2172 1. Give control of the electronic document to the debtor or 2201 (1) In this section, the term:
2173 its designated custodian; 2202 (a) “Request” means a record of a type described in
2174 2. If the debtor designates a custodian that is the 2203 paragraph (b), paragraph (c), or paragraph (d).
2175 designated custodian with which the authoritative copy of the 2204 (b) “Request for an accounting” means a record signed
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2205 authenticated by a debtor requesting that the recipient provide 2234 (a) In the case of a request for an accounting, by signing
2206 an accounting of the unpaid obligations secured by collateral 2235 authenticating and sending to the debtor an accounting; and
2207 and reasonably identifying the transaction or relationship that 2236 (b) In the case of a request regarding a list of collateral
2208 is the subject of the request. 2237 or a request regarding a statement of account, by signing
2209 (c) “Request regarding a list of collateral” means a record 2238 authenticating and sending to the debtor an approval or
2210 signed authenticated by a debtor requesting that the recipient 2239 correction.
2211 approve or correct a list of what the debtor believes to be the 2240 (3) A secured party that claims a security interest in all
2212 collateral securing an obligation and reasonably identifying the 2241 of a particular type of collateral owned by the debtor may
2213 transaction or relationship that is the subject of the request. 2242 comply with a request regarding a list of collateral by sending
2214 (d) “Request regarding a statement of account” means a 2243 to the debtor a signed an authenticated record including a
2215 record signed authenticated by a debtor requesting that the 2244 statement to that effect within 14 days after receipt.
2216 recipient approve or correct a statement indicating what the 2245 (4) A person who receives a request regarding a list of
2217 debtor believes to be the aggregate amount of unpaid obligations 2246 collateral, claims no interest in the collateral when the
2218 secured by collateral as of a specified date and reasonably 2247 request is received, and claimed an interest in the collateral
2219 identifying the transaction or relationship that is the subject 2248 at an earlier time shall comply with the request within 14 days
2220 of the request. 2249 after receipt by sending to the debtor a signed an authenticated
2221 (e) “Reasonably identifying the transaction or 2250 record:
2222 relationship” means that the request provides information 2251 (a) Disclaiming any interest in the collateral; and
2223 sufficient for the person to identify the transaction or 2252 (b) If known to the recipient, providing the name and
2224 relationship and respond to the request. Pursuant to s. 2253 mailing address of any assignee of or successor to the
2225 679.603(1), a secured party and debtor may determine by 2254 recipient’s interest in the collateral.
2226 agreement the standards for measuring fulfillment of this duty. 2255 (5) A person who receives a request for an accounting or a
2227 (f) “Person” means a person or entity that is or was a 2256 request regarding a statement of account, claims no interest in
2228 secured party or otherwise claims or has claimed an interest in 2257 the obligations when the request is received, and claimed an
2229 the collateral. 2258 interest in the obligations at an earlier time shall comply with
2230 (2) Subject to subsections (3)-(6) (3), (4), (5), and (6), 2259 the request within 14 days after receipt by sending to the
2231 a secured party, other than a buyer of accounts, chattel paper, 2260 debtor a signed an authenticated record:
2232 payment intangibles, or promissory notes or a consignor, shall 2261 (a) Disclaiming any interest in the obligations; and
2233 comply with a request within 14 days after receipt: 2262 (b) If known to the recipient, providing the name and
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2263 mailing address of any assignee of or successor to the 2292 security interest in collateral:
2264 recipient’s interest in the obligations. 2293 (1) Except as otherwise provided in this section, while a
2265 (6) A debtor is entitled under this section without charge 2294 debtor is located in a jurisdiction, the local law of that
2266 to one response to a request for an accounting or a request 2295 jurisdiction governs perfection, the effect of perfection or
2267 regarding a statement of account for each secured obligation 2296 nonperfection, and the priority of a security interest in
2268 during any 6-month period. A debtor in a consumer transaction is 2297 collateral.
2269 entitled to a single response to a request regarding a list of 2298 (2) While collateral is located in a jurisdiction, the
2270 collateral without charge during any 6-month period. The secured 2299 local law of that jurisdiction governs perfection, the effect of
2271 party may require payment of a charge not exceeding $25 for each 2300 perfection or nonperfection, and the priority of a possessory
2272 additional response to a request for an accounting, a request 2301 security interest in that collateral.
2273 regarding a statement of account, or a request regarding a list 2302 (3) Except as otherwise provided in subsections (4) and
2274 of collateral for a consumer transaction. To the extent provided 2303 (5), while tangible negotiable documents, goods, instruments, or
2275 in a signed an authenticated record, the secured party may 2304 tangible money, or tangible chattel paper is located in a
2276 require the payment of reasonable expenses, including attorney’s 2305 jurisdiction, the local law of that jurisdiction governs:
2277 fees, reasonably incurred in providing a response to a request 2306 (a) Perfection of a security interest in the goods by
2278 regarding a list of collateral for a transaction other than a 2307 filing a fixture filing;
2279 consumer transaction under this section; otherwise, the secured 2308 (b) Perfection of a security interest in timber to be cut;
2280 party may not charge more than $25 for each request regarding a 2309 and
2281 list of collateral. Excluding a request related to a proposed 2310 (c) The effect of perfection or nonperfection and the
2282 satisfaction of the secured obligation, a secured party is not 2311 priority of a nonpossessory security interest in the collateral.
2283 required to respond to more than 12 of each of the permitted 2312 (4) The local law of the jurisdiction in which the wellhead
2284 requests in any 12-month period. 2313 or minehead is located governs perfection, the effect of
2285 Section 79. Section 679.3011, Florida Statutes, is amended 2314 perfection or nonperfection, and the priority of a security
2286 to read: 2315 interest in as-extracted collateral.
2287 679.3011 Law governing perfection and priority of security 2316 (5) The law of this state governs:
2288 interests.—Except as otherwise provided in ss. 679.1091, 2317 (a) The perfection of a security interest in goods that are
2289 679.3031, 679.3041, 679.3051, and 679.3061, and 679.3062, the 2318 or are to become fixtures in this state by the filing of a
2290 following rules determine the law governing perfection, the 2319 fixture filing.
2291 effect of perfection or nonperfection, and the priority of a 2320 (b) The effect of perfection or nonperfection and the
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2321 priority of a security interest in goods that are or are to 2350 interest in the chattel paper, even if the transaction does not
2322 become fixtures in this state. 2351 bear any relation to the chattel paper’s jurisdiction.
2323 Section 80. Subsection (1) of section 679.3041, Florida 2352 (2) The following rules determine the chattel paper’s
2324 Statutes, is amended to read: 2353 jurisdiction under this section:
2325 679.3041 Law governing perfection and priority of security 2354 (a) If the authoritative electronic copy of the record
2326 interests in deposit accounts.— 2355 evidencing chattel paper, or a record attached to or logically
2327 (1) The local law of a bank’s jurisdiction governs 2356 associated with the electronic copy and readily available for
2328 perfection, the effect of perfection or nonperfection, and the 2357 review, expressly provides that a particular jurisdiction is the
2329 priority of a security interest in a deposit account maintained 2358 chattel paper’s jurisdiction for purposes of s. 679.3061, this
2330 with that bank even if the transaction does not bear any 2359 chapter, or the Uniform Commercial Code, that jurisdiction is
2331 relation to the bank’s jurisdiction. 2360 the chattel paper’s jurisdiction.
2332 Section 81. Paragraph (e) is added to subsection (1) of 2361 (b) If paragraph (a) does not apply and the rules of the
2333 section 679.3051, Florida Statutes, to read: 2362 system in which the authoritative electronic copy is recorded
2334 679.3051 Law governing perfection and priority of security 2363 are readily available for review and expressly provide that a
2335 interests in investment property.— 2364 particular jurisdiction is the chattel paper’s jurisdiction for
2336 (1) Except as otherwise provided in subsection (3), the 2365 purposes of s. 679.3061, this chapter, or the Uniform Commercial
2337 following rules apply: 2366 Code, that jurisdiction is the chattel paper’s jurisdiction.
2338 (e) Paragraphs (b), (c), and (d) apply even if the 2367 (c) If paragraphs (a) and (b) do not apply and the
2339 transaction does not bear any relation to the jurisdiction. 2368 authoritative electronic copy, or a record attached to or
2340 Section 82. Section 679.3062, Florida Statutes, is created 2369 logically associated with the electronic copy and readily
2341 to read: 2370 available for review, expressly provides that the chattel paper
2342 679.3062 Law governing perfection and priority of security 2371 is governed by the law of a particular jurisdiction, that
2343 interests in chattel paper.— 2372 jurisdiction is the chattel paper’s jurisdiction.
2344 (1) Except as provided in subsection (4), if chattel paper 2373 (d) If paragraphs (a), (b), and (c) do not apply and the
2345 is evidenced only by an authoritative electronic copy of the 2374 rules of the system in which the authoritative electronic copy
2346 chattel paper or is evidenced by an authoritative electronic 2375 is recorded are readily available for review and expressly
2347 copy and an authoritative tangible copy, the local law of the 2376 provide that the chattel paper or the system is governed by the
2348 chattel paper’s jurisdiction governs perfection, the effect of 2377 law of a particular jurisdiction, that jurisdiction is the
2349 perfection or nonperfection, and the priority of a security 2378 chattel paper’s jurisdiction.
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2379 (e) If paragraphs (a)-(d) do not apply, the chattel paper’s 2408 account, controllable electronic record, or controllable payment
2380 jurisdiction is the jurisdiction in which the debtor is located. 2409 intangible by filing; and
2381 (3) If an authoritative tangible copy of a record evidences 2410 (b) Automatic perfection of a security interest in a
2382 chattel paper and the chattel paper is not evidenced by an 2411 controllable payment intangible created by a sale of the
2383 authoritative electronic copy, while the authoritative tangible 2412 controllable payment intangible.
2384 copy of the record evidencing chattel paper is located in a 2413 Section 84. Subsection (2) of section 679.3101, Florida
2385 jurisdiction, the local law of that jurisdiction governs: 2414 Statutes, is amended, and subsection (1) of that section is
2386 (a) Perfection of a security interest in the chattel paper 2415 republished, to read:
2387 by possession under s. 679.3152; and 2416 679.3101 When filing required to perfect security interest
2388 (b) The effect of perfection or nonperfection and the 2417 or agricultural lien; security interests and agricultural liens
2389 priority of a security interest in the chattel paper. 2418 to which filing provisions do not apply.—
2390 (4) The local law of the jurisdiction in which the debtor 2419 (1) Except as otherwise provided in subsection (2) and s.
2391 is located governs perfection of a security interest in chattel 2420 679.3121(2), a financing statement must be filed to perfect all
2392 paper by filing. 2421 security interests and agricultural liens.
2393 Section 83. Section 679.3063, Florida Statutes, is created 2422 (2) The filing of a financing statement is not necessary to
2394 to read: 2423 perfect a security interest:
2395 679.3063 Law governing perfection and priority of security 2424 (a) That is perfected under s. 679.3081(4), (5), (6), or
2396 interests in controllable accounts, controllable electronic 2425 (7);
2397 records, and controllable payment intangibles.— 2426 (b) That is perfected under s. 679.3091 when it attaches;
2398 (1) Except as provided in subsection (2), the local law of 2427 (c) In property subject to a statute, regulation, or treaty
2399 the controllable electronic record’s jurisdiction specified in 2428 described in s. 679.3111(1);
2400 s. 669.107(3) and (4) governs perfection, the effect of 2429 (d) In goods in possession of a bailee which is perfected
2401 perfection or nonperfection, and the priority of a security 2430 under s. 679.3121(4)(a) or (b);
2402 interest in a controllable electronic record and a security 2431 (e) In certificated securities, documents, goods, or
2403 interest in a controllable account or controllable payment 2432 instruments which is perfected without filing, control, or
2404 intangible evidenced by the controllable electronic record. 2433 possession under s. 679.3121(5), (6), or (7);
2405 (2) The local law of the jurisdiction in which the debtor 2434 (f) In collateral in the secured party’s possession under
2406 is located governs: 2435 s. 679.3131;
2407 (a) Perfection of a security interest in a controllable 2436 (g) In a certificated security which is perfected by
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2437 delivery of the security certificate to the secured party under 2466 (c) A security interest in tangible money may be perfected
2438 s. 679.3131; 2467 only by the secured party’s taking possession under s. 679.3131.
2439 (h) In controllable accounts, controllable electronic 2468 (d) A security interest in electronic money may be
2440 records, controllable payment intangibles, deposit accounts, 2469 perfected only by control under s. 679.3141.
2441 electronic chattel paper, electronic documents, investment 2470 (3) While goods are in the possession of a bailee that has
2442 property, or letter-of-credit rights which is perfected by 2471 issued a negotiable document covering the goods:
2443 control under s. 679.3141(1) s. 679.3141; 2472 (a) A security interest in the goods may be perfected by
2444 (i) In proceeds which is perfected under s. 679.3151; or 2473 perfecting a security interest in the document; and
2445 (j) That is perfected under s. 679.3161. 2474 (b) A security interest perfected in the document has
2446 Section 85. Section 679.3121, Florida Statutes, is amended 2475 priority over any security interest that becomes perfected in
2447 to read: 2476 the goods by another method during that time.
2448 679.3121 Perfection of security interests in chattel paper, 2477 (4) While goods are in the possession of a bailee that has
2449 controllable accounts, controllable electronic records, 2478 issued a nonnegotiable document covering the goods, a security
2450 controllable payment intangibles, deposit accounts, documents, 2479 interest in the goods may be perfected by:
2451 goods covered by documents, instruments, investment property, 2480 (a) Issuance of a document in the name of the secured
2452 letter-of-credit rights, and money; perfection by permissive 2481 party;
2453 filing; temporary perfection without filing or transfer of 2482 (b) The bailee’s receipt of notification of the secured
2454 possession.— 2483 party’s interest; or
2455 (1) A security interest in chattel paper, controllable 2484 (c) Filing as to the goods.
2456 accounts, controllable electronic records, controllable payment 2485 (5) A security interest in certificated securities,
2457 intangibles negotiable documents, instruments, or investment 2486 negotiable documents, or instruments is perfected without filing
2458 property, or negotiable documents may be perfected by filing. 2487 or the taking of possession or control for a period of 20 days
2459 (2) Except as otherwise provided in s. 679.3151(3) and (4) 2488 from the time it attaches to the extent that it arises for new
2460 for proceeds: 2489 value given under a signed an authenticated security agreement.
2461 (a) A security interest in a deposit account may be 2490 (6) A perfected security interest in a negotiable document
2462 perfected only by control under s. 679.3141. 2491 or goods in possession of a bailee, other than one that has
2463 (b) And except as otherwise provided in s. 679.3081(4), a 2492 issued a negotiable document for the goods, remains perfected
2464 security interest in a letter-of-credit right may be perfected 2493 for 20 days without filing if the secured party makes available
2465 only by control under s. 679.3141. 2494 to the debtor the goods or documents representing the goods for
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2495 the purpose of: 2524 other than the debtor, the secured party, or a lessee of the
2496 (a) Ultimate sale or exchange; or 2525 collateral from the debtor in the ordinary course of the
2497 (b) Loading, unloading, storing, shipping, transshipping, 2526 debtor’s business, when:
2498 manufacturing, processing, or otherwise dealing with them in a 2527 (a) The person in possession signs authenticates a record
2499 manner preliminary to their sale or exchange. 2528 acknowledging that it holds possession of the collateral for the
2500 (7) A perfected security interest in a certificated 2529 secured party’s benefit; or
2501 security or instrument remains perfected for 20 days without 2530 (b) The person takes possession of the collateral after
2502 filing if the secured party delivers the security certificate or 2531 having signed authenticated a record acknowledging that the
2503 instrument to the debtor for the purpose of: 2532 person will hold possession of the collateral for the secured
2504 (a) Ultimate sale or exchange; or 2533 party’s benefit.
2505 (b) Presentation, collection, enforcement, renewal, or 2534 (4) If perfection of a security interest depends upon
2506 registration of transfer. 2535 possession of the collateral by a secured party, perfection
2507 (8) After the 20-day period specified in subsection (5), 2536 occurs not no earlier than the time the secured party takes
2508 subsection (6), or subsection (7) expires, perfection depends 2537 possession and continues only while the secured party retains
2509 upon compliance with this chapter. 2538 possession.
2510 Section 86. Subsections (1), (3), and (4) of section 2539 Section 87. Section 679.3141, Florida Statutes, is amended
2511 679.3131, Florida Statutes, are amended to read: 2540 to read:
2512 679.3131 When possession by or delivery to secured party 2541 679.3141 Perfection by control.—
2513 perfects security interest without filing.— 2542 (1) A security interest in controllable accounts,
2514 (1) Except as otherwise provided in subsection (2), a 2543 controllable electronic records, controllable payment
2515 secured party may perfect a security interest in tangible 2544 intangibles, deposit accounts, electronic documents, electronic
2516 negotiable documents, goods, instruments, negotiable tangible 2545 money, investment property, or letter-of-credit rights
2517 documents, or tangible money, or tangible chattel paper by 2546 investment property, deposit accounts, letter-of-credit rights,
2518 taking possession of the collateral. A secured party may perfect 2547 electronic chattel paper, or electronic documents may be
2519 a security interest in certificated securities by taking 2548 perfected by control of the collateral under s. 677.106, s.
2520 delivery of the certificated securities under s. 678.3011. 2549 679.1041, s. 679.1052, s. 679.1053 s. 679.1051, s. 679.1061, or
2521 (3) With respect to collateral other than certificated 2550 s. 679.1071.
2522 securities and goods covered by a document, a secured party 2551 (2) A security interest in controllable accounts,
2523 takes possession of collateral in the possession of a person 2552 controllable electronic records, controllable payment
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2553 intangibles, deposit accounts, electronic documents, electronic 2582 electronic record evidencing the chattel paper.
2554 money, or letter-of-credit rights deposit accounts, electronic 2583 (2) A security interest is perfected under subsection (1)
2555 chattel paper, letter-of-credit rights, or electronic documents 2584 not earlier than the time the secured party takes possession and
2556 is perfected by control under s. 677.106, s. 679.1041, s. 2585 obtains control and remains perfected under subsection (1) only
2557 679.1052, s. 679.1053 s. 679.1051, or s. 679.1071 not earlier 2586 while the secured party retains possession and control.
2558 than the time when the secured party obtains control and remains 2587 (3) Section 679.3131(3) and (5)-(8) applies to perfection
2559 perfected by control only while the secured party retains 2588 by possession of an authoritative tangible copy of a record
2560 control. 2589 evidencing chattel paper.
2561 (3) A security interest in investment property is perfected 2590 Section 89. Subsections (1) and (6) of section 679.3161,
2562 by control under s. 679.1061 not earlier than from the time the 2591 Florida Statutes, are amended to read:
2563 secured party obtains control and remains perfected by control 2592 679.3161 Continued perfection of security interest
2564 until: 2593 following change in governing law.—
2565 (a) The secured party does not have control; and 2594 (1) A security interest perfected pursuant to the law of
2566 (b) One of the following occurs: 2595 the jurisdiction designated in s. 679.3011(1), or s.
2567 1. If the collateral is a certificated security, the debtor 2596 679.3051(3), s. 679.3062(4), or s. 679.3063(2) remains perfected
2568 has or acquires possession of the security certificate; 2597 until the earliest of:
2569 2. If the collateral is an uncertificated security, the 2598 (a) The time perfection would have ceased under the law of
2570 issuer has registered or registers the debtor as the registered 2599 that jurisdiction;
2571 owner; or 2600 (b) The expiration of 4 months after a change of the
2572 3. If the collateral is a security entitlement, the debtor 2601 debtor’s location to another jurisdiction; or
2573 is or becomes the entitlement holder. 2602 (c) The expiration of 1 year after a transfer of collateral
2574 Section 88. Section 679.3152, Florida Statutes, is created 2603 to a person who thereby becomes a debtor and is located in
2575 to read: 2604 another jurisdiction.
2576 679.3152 Perfection by possession and control of chattel 2605 (6) A security interest in chattel paper, controllable
2577 paper.— 2606 accounts, controllable electronic records, controllable payment
2578 (1) A secured party may perfect a security interest in 2607 intangibles, deposit accounts, letter-of-credit rights, or
2579 chattel paper by taking possession of each authoritative 2608 investment property which is perfected under the law of the
2580 tangible copy of the record evidencing the chattel paper and 2609 chattel paper’s jurisdiction, the controllable electronic
2581 obtaining control of each authoritative electronic copy of the 2610 record’s jurisdiction, the bank’s jurisdiction, the issuer’s
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2611 jurisdiction, a nominated person’s jurisdiction, the securities 2640 of the collateral without knowledge of the security interest or
2612 intermediary’s jurisdiction, or the commodity intermediary’s 2641 agricultural lien and before it is perfected.
2613 jurisdiction, as applicable, remains perfected until the earlier 2642 (4) Subject to subsections (6), (7), and (8), a licensee of
2614 of: 2643 a general intangible or a buyer, other than a secured party, of
2615 (a) The time the security interest would have become 2644 collateral other than electronic money tangible chattel paper,
2616 unperfected under the law of that jurisdiction; or 2645 tangible documents, goods, instruments, tangible documents, or a
2617 (b) The expiration of 4 months after a change of the 2646 certificated security takes free of a security interest if the
2618 applicable jurisdiction to another jurisdiction. 2647 licensee or buyer gives value without knowledge of the security
2619 Section 90. Subsections (2) and (4) of section 679.3171, 2648 interest and before it is perfected.
2620 Florida Statutes, are amended, subsections (8) through (11) are 2649 (8) A buyer, other than a secured party, of chattel paper
2621 added to that section, and subsection (1) of that section is 2650 takes free of a security interest if, without knowledge of the
2622 republished, to read: 2651 security interest and before it is perfected, the buyer gives
2623 679.3171 Interests that take priority over or take free of 2652 value and:
2624 security interest or agricultural lien.— 2653 (a) Receives delivery of each authoritative tangible copy
2625 (1) A security interest or agricultural lien is subordinate 2654 of the record evidencing the chattel paper; and
2626 to the rights of: 2655 (b) If each authoritative electronic copy of the record
2627 (a) A person entitled to priority under s. 679.322; and 2656 evidencing the chattel paper can be subjected to control under
2628 (b) Except as otherwise provided in subsection (5), a 2657 s. 679.1052, obtains control of each authoritative electronic
2629 person who becomes a lien creditor before the earlier of the 2658 copy.
2630 time: 2659 (9) A buyer of an electronic document takes free of a
2631 1. The security interest or agricultural lien is perfected; 2660 security interest if, without knowledge of the security interest
2632 or 2661 and before it is perfected, the buyer gives value and, if each
2633 2. One of the conditions specified in s. 679.2031(2)(c) is 2662 authoritative electronic copy of the document can be subjected
2634 met and a financing statement covering the collateral is filed. 2663 to control under s. 677.106, obtains control of each
2635 (2) Except as otherwise provided in subsection (5), a 2664 authoritative electronic copy.
2636 buyer, other than a secured party, of tangible chattel paper, 2665 (10) A buyer of a controllable electronic record takes free
2637 tangible documents, goods, instruments, tangible documents, or a 2666 of a security interest if, without knowledge of the security
2638 certificated security takes free of a security interest or 2667 interest and before it is perfected, the buyer gives value and
2639 agricultural lien if the buyer gives value and receives delivery 2668 obtains control of the controllable electronic record.
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2669 (11) A buyer, other than a secured party, of a controllable 2698 lessee of goods, other than a lessee in ordinary course of
2670 account or a controllable payment intangible takes free of a 2699 business, takes the leasehold interest free of a security
2671 security interest if, without knowledge of the security interest 2700 interest to the extent that it secures advances made after the
2672 and before it is perfected, the buyer gives value and obtains 2701 earlier of:
2673 control of the controllable account or controllable payment 2702 (a) The time the secured party acquires knowledge of the
2674 intangible. 2703 lease; or
2675 Section 91. Subsections (4) and (6) of section 679.323, 2704 (b) Forty-five days after the lease contract becomes
2676 Florida Statutes, are amended, and subsection (1) of that 2705 enforceable.
2677 section is republished, to read: 2706 Section 92. Subsections (2) and (4) of section 679.324,
2678 679.323 Future advances.— 2707 Florida Statutes, are amended to read:
2679 (1) Except as otherwise provided in subsection (3), for 2708 679.324 Priority of purchase-money security interests.—
2680 purposes of determining the priority of a perfected security 2709 (2) Subject to subsection (3) and except as otherwise
2681 interest under s. 679.322(1)(a), perfection of the security 2710 provided in subsection (7), a perfected purchase-money security
2682 interest dates from the time an advance is made to the extent 2711 interest in inventory has priority over a conflicting security
2683 that the security interest secures an advance that: 2712 interest in the same inventory, has priority over a conflicting
2684 (a) Is made while the security interest is perfected only: 2713 security interest in chattel paper or an instrument constituting
2685 1. Under s. 679.3091 when it attaches; or 2714 proceeds of the inventory and in proceeds of the chattel paper,
2686 2. Temporarily under s. 679.3121(5), (6), or (7); and 2715 if so provided in s. 679.330, and, except as otherwise provided
2687 (b) Is not made pursuant to a commitment entered into 2716 in s. 679.327, also has priority in identifiable cash proceeds
2688 before or while the security interest is perfected by a method 2717 of the inventory to the extent the identifiable cash proceeds
2689 other than under s. 679.3091 or s. 679.3121(5), (6), or (7). 2718 are received on or before the delivery of the inventory to a
2690 (4) Except as otherwise provided in subsection (5), a buyer 2719 buyer, if:
2691 of goods other than a buyer in ordinary course of business takes 2720 (a) The purchase-money security interest is perfected when
2692 free of a security interest to the extent that it secures 2721 the debtor receives possession of the inventory;
2693 advances made after the earlier of: 2722 (b) The purchase-money secured party sends a signed an
2694 (a) The time the secured party acquires knowledge of the 2723 authenticated notification to the holder of the conflicting
2695 buyer’s purchase; or 2724 security interest;
2696 (b) Forty-five days after the purchase. 2725 (c) The holder of the conflicting security interest
2697 (6) Except as otherwise provided in subsection (7), a 2726 receives the notification within 5 years before the debtor
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2727 receives possession of the inventory; and 2756 account, electronic record, or payment intangible has priority
2728 (d) The notification states that the person sending the 2757 over a conflicting security interest held by a secured party
2729 notification has or expects to acquire a purchase-money security 2758 that does not have control.
2730 interest in inventory of the debtor and describes the inventory. 2759 Section 94. Subsections (1), (2), and (6) of section
2731 (4) Subject to subsection (5) and except as otherwise 2760 679.330, Florida Statutes, are amended, and subsection (4) of
2732 provided in subsection (7), a perfected purchase-money security 2761 that section is republished, to read:
2733 interest in livestock that are farm products has priority over a 2762 679.330 Priority of purchaser of chattel paper or
2734 conflicting security interest in the same livestock, and, except 2763 instrument.—
2735 as otherwise provided in s. 679.327, a perfected security 2764 (1) A purchaser of chattel paper has priority over a
2736 interest in their identifiable proceeds and identifiable 2765 security interest in the chattel paper which is claimed merely
2737 products in their unmanufactured states also has priority, if: 2766 as proceeds of inventory subject to a security interest if:
2738 (a) The purchase-money security interest is perfected when 2767 (a) In good faith and in the ordinary course of the
2739 the debtor receives possession of the livestock; 2768 purchaser’s business, the purchaser gives new value, and takes
2740 (b) The purchase-money secured party sends a signed an 2769 possession of each authoritative tangible copy of the record
2741 authenticated notification to the holder of the conflicting 2770 evidencing the chattel paper, and or obtains control under s.
2742 security interest; 2771 679.1051 of each authoritative electronic copy of the record
2743 (c) The holder of the conflicting security interest 2772 evidencing chattel paper under s. 679.1051; and
2744 receives the notification within 6 months before the debtor 2773 (b) The authoritative copies of the record evidencing the
2745 receives possession of the livestock; and 2774 chattel paper do does not indicate that the chattel paper it has
2746 (d) The notification states that the person sending the 2775 been assigned to an identified assignee other than the
2747 notification has or expects to acquire a purchase-money security 2776 purchaser.
2748 interest in livestock of the debtor and describes the livestock. 2777 (2) A purchaser of chattel paper has priority over a
2749 Section 93. Section 679.3251, Florida Statutes, is created 2778 security interest in the chattel paper which is claimed other
2750 to read: 2779 than merely as proceeds of inventory subject to a security
2751 679.3251 Priority of security interest in controllable 2780 interest if the purchaser gives new value, and takes possession
2752 account, controllable electronic record, and controllable 2781 of each authoritative copy of the record evidencing the chattel
2753 payment intangible.—A security interest in a controllable 2782 paper, and or obtains control under s. 679.1051 of each
2754 account, controllable electronic record, or controllable payment 2783 authoritative electronic copy of the record evidencing the
2755 intangible held by a secured party having control of the 2784 chattel paper under s. 679.1051 in good faith, in the ordinary
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2785 course of the purchaser’s business, and without knowledge that 2814 take priority over an earlier security interest, even if
2786 the purchase violates the rights of the secured party. 2815 perfected, to the extent provided in chapters 669, 673, 677, and
2787 (4) Except as otherwise provided in s. 679.331(1), a 2816 678.
2788 purchaser of an instrument has priority over a security interest 2817 (2) This chapter does not limit the rights of or impose
2789 in the instrument perfected by a method other than possession if 2818 liability on a person to the extent that the person is protected
2790 the purchaser gives value and takes possession of the instrument 2819 against the assertion of an adverse claim under chapter 669 or
2791 in good faith and without knowledge that the purchase violates 2820 chapter 678.
2792 the rights of the secured party. 2821 (3) Filing under this chapter does not constitute notice of
2793 (6) For purposes of subsections (2) and (4), if the 2822 a claim or defense to the holders, purchasers, or persons
2794 authoritative copies of the record evidencing chattel paper or 2823 described in subsections (1) and (2).
2795 an instrument indicate indicates that the chattel paper or 2824 Section 96. Section 679.332, Florida Statutes, is amended
2796 instrument it has been assigned to an identified secured party 2825 to read:
2797 other than the purchaser, a purchaser of the chattel paper or 2826 679.332 Transfer of money; transfer of funds from deposit
2798 instrument has knowledge that the purchase violates the rights 2827 account; transfer of electronic money.—
2799 of the secured party. 2828 (1) A transferee of tangible money takes the money free of
2800 Section 95. Section 679.331, Florida Statutes, is amended 2829 a security interest if the transferee receives possession of the
2801 to read: 2830 money without acting unless the transferee acts in collusion
2802 679.331 Priority of rights of purchasers of controllable 2831 with the debtor in violating the rights of the secured party.
2803 accounts, controllable electronic records, controllable payment 2832 (2) A transferee of funds from a deposit account takes the
2804 intangibles instruments, documents, instruments, and securities 2833 funds free of a security interest in the deposit account if the
2805 under other articles; priority of interests in financial assets 2834 transferee receives the funds without acting unless the
2806 and security entitlements and protection against assertion of 2835 transferee acts in collusion with the debtor in violating the
2807 claim under chapters 669 and chapter 678.— 2836 rights of the secured party.
2808 (1) This chapter does not limit the rights of a holder in 2837 (3) A transferee of electronic money takes the money free
2809 due course of a negotiable instrument, a holder to which a 2838 of a security interest if the transferee obtains control of the
2810 negotiable document of title has been duly negotiated, or a 2839 money without acting in collusion with the debtor in violating
2811 protected purchaser of a security, or a qualifying purchase of a 2840 the rights of the secured party.
2812 controllable account, controllable electronic record, or 2841 Section 97. Section 679.341, Florida Statutes, is amended
2813 controllable payment intangible. These holders or purchasers 2842 to read:
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2843 679.341 Bank’s rights and duties with respect to deposit 2872 679.4061 Discharge of account debtor; notification of
2844 account.—Except as otherwise provided in s. 679.340(3), and 2873 assignment; identification and proof of assignment; restrictions
2845 unless the bank otherwise agrees in a signed an authenticated 2874 on assignment of accounts, chattel paper, payment intangibles,
2846 record, a bank’s rights and duties with respect to a deposit 2875 and promissory notes ineffective.—
2847 account maintained with the bank are not terminated, suspended, 2876 (1) Subject to subsections (2)-(9) (2) through (9) and
2848 or modified by: 2877 (13), an account debtor on an account, chattel paper, or a
2849 (1) The creation, attachment, or perfection of a security 2878 payment intangible may discharge its obligation by paying the
2850 interest in the deposit account; 2879 assignor until, but not after, the account debtor receives a
2851 (2) The bank’s knowledge of the security interest; or 2880 notification, signed authenticated by the assignor or the
2852 (3) The bank’s receipt of instructions from the secured 2881 assignee, that the amount due or to become due has been assigned
2853 party. 2882 and that payment is to be made to the assignee. After receipt of
2854 Section 98. Subsection (1) of section 679.4041, Florida 2883 the notification, the account debtor may discharge its
2855 Statutes, is amended to read: 2884 obligation by paying the assignee and may not discharge the
2856 679.4041 Rights acquired by assignee; claims and defenses 2885 obligation by paying the assignor.
2857 against assignee.— 2886 (2) Subject to subsections (8) and (13) subsection (8),
2858 (1) Unless an account debtor has made an enforceable 2887 notification is ineffective under subsection (1):
2859 agreement not to assert defenses or claims, and subject to 2888 (a) If it does not reasonably identify the rights assigned;
2860 subsections (2)-(5) (2) through (5), the rights of an assignee 2889 (b) To the extent that an agreement between an account
2861 are subject to: 2890 debtor and a seller of a payment intangible limits the account
2862 (a) All terms of the agreement between the account debtor 2891 debtor’s duty to pay a person other than the seller and the
2863 and assignor and any defense or claim in recoupment arising from 2892 limitation is effective under law other than this chapter; or
2864 the transaction that gave rise to the contract; and 2893 (c) At the option of an account debtor, if the notification
2865 (b) Any other defense or claim of the account debtor 2894 notifies the account debtor to make less than the full amount of
2866 against the assignor which accrues before the account debtor 2895 any installment or other periodic payment to the assignee, even
2867 receives a notification of the assignment signed authenticated 2896 if:
2868 by the assignor or the assignee. 2897 1. Only a portion of the account, chattel paper, or payment
2869 Section 99. Subsections (1) through (4) and (7) of section 2898 intangible has been assigned to that assignee;
2870 679.4061, Florida Statutes, are amended, and subsection (13) is 2899 2. A portion has been assigned to another assignee; or
2871 added to that section, to read: 2900 3. The account debtor knows that the assignment to that
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2901 assignee is limited. 2930 (13) Subsections (1), (2), (3), and (7) do not apply to a
2902 (3) Subject to subsections (8) and (13) subsection (8), if 2931 controllable account or controllable payment intangible.
2903 requested by the account debtor, an assignee shall seasonably 2932 Section 100. Subsection (9) is added to section 679.4081,
2904 furnish reasonable proof that the assignment has been made. 2933 Florida Statutes, to read:
2905 Unless the assignee complies, the account debtor may discharge 2934 679.4081 Restrictions on assignment of promissory notes,
2906 its obligation by paying the assignor, even if the account 2935 health-care-insurance receivables, and certain general
2907 debtor has received a notification under subsection (1). 2936 intangibles ineffective.—
2908 (4) For the purposes of this subsection, the term 2937 (9) For the purposes of this section, the term “promissory
2909 “promissory note” includes a negotiable instrument that 2938 note” includes a negotiable instrument that evidences chattel
2910 evidences chattel paper. Except as otherwise provided in 2939 paper.
2911 subsections (5) and (12) and ss. 680.303 and 679.4071, and 2940 Section 101. Subsections (1) and (2) of section 679.509,
2912 subject to subsection (8), a term in an agreement between an 2941 Florida Statutes, are amended to read:
2913 account debtor and an assignor or in a promissory note is 2942 679.509 Persons entitled to file a record.—
2914 ineffective to the extent that it: 2943 (1) A person may file an initial financing statement,
2915 (a) Prohibits, restricts, or requires the consent of the 2944 amendment that adds collateral covered by a financing statement,
2916 account debtor or person obligated on the promissory note to the 2945 or amendment that adds a debtor to a financing statement only
2917 assignment or transfer of, or the creation, attachment, 2946 if:
2918 perfection, or enforcement of a security interest in, the 2947 (a) The debtor authorizes the filing in a signed an
2919 account, chattel paper, payment intangible, or promissory note; 2948 authenticated record or pursuant to subsection (2) or subsection
2920 or 2949 (3); or
2921 (b) Provides that the assignment or transfer or the 2950 (b) The person holds an agricultural lien that has become
2922 creation, attachment, perfection, or enforcement of the security 2951 effective at the time of filing and the financing statement
2923 interest may give rise to a default, breach, right of 2952 covers only collateral in which the person holds an agricultural
2924 recoupment, claim, defense, termination, right of termination, 2953 lien.
2925 or remedy under the account, chattel paper, payment intangible, 2954 (2) By signing authenticating or becoming bound as a debtor
2926 or promissory note. 2955 by a security agreement, a debtor or new debtor authorizes the
2927 (7) Subject to subsections (8) and (13) subsection (8), an 2956 filing of an initial financing statement, and an amendment,
2928 account debtor may not waive or vary its option under paragraph 2957 covering:
2929 (2)(c). 2958 (a) The collateral described in the security agreement; and
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2959 (b) Property that becomes collateral under s. 2988 other person obligated has discharged its obligation;
2960 679.3151(1)(b), whether or not the security agreement expressly 2989 (c) The financing statement covers goods that were the
2961 covers proceeds. 2990 subject of a consignment to the debtor but are not in the
2962 Section 102. Subsections (2) and (3) of section 679.513, 2991 debtor’s possession; or
2963 Florida Statutes, are amended to read: 2992 (d) The debtor did not authorize the filing of the initial
2964 679.513 Termination statement.— 2993 financing statement.
2965 (2) To comply with subsection (1), a secured party shall 2994 Section 103. Subsection (2) of section 679.601, Florida
2966 cause the secured party of record to file the termination 2995 Statutes, is amended, and subsection (4) of that section is
2967 statement: 2996 republished, to read:
2968 (a) Within 1 month after there is no obligation secured by 2997 679.601 Rights after default; judicial enforcement;
2969 the collateral covered by the financing statement and no 2998 consignor or buyer of accounts, chattel paper, payment
2970 commitment to make an advance, incur an obligation, or otherwise 2999 intangibles, or promissory notes.—
2971 give value; or 3000 (2) A secured party in possession of collateral or control
2972 (b) If earlier, within 20 days after the secured party 3001 of collateral under s. 679.1041, s. 679.1051, s. 679.1052, s.
2973 receives a signed an authenticated demand from a debtor. 3002 679.1053, s. 679.1061, or s. 679.1071 has the rights and duties
2974 (3) In cases not governed by subsection (1), within 20 days 3003 provided in s. 679.2071.
2975 after a secured party receives a signed an authenticated demand 3004 (4) Except as otherwise provided in subsection (7) and s.
2976 from a debtor, the secured party shall cause the secured party 3005 679.605, after default, a debtor and an obligor have the rights
2977 of record for a financing statement to send to the debtor a 3006 provided in this part and by agreement of the parties.
2978 termination statement for the financing statement or file the 3007 Section 104. Subsection (4) of section 679.604, Florida
2979 termination statement in the filing office if: 3008 Statutes, is amended to read:
2980 (a) Except in the case of a financing statement covering 3009 679.604 Procedure if security agreement covers real
2981 accounts or chattel paper that has been sold or goods that are 3010 property or fixtures.—
2982 the subject of a consignment, there is no obligation secured by 3011 (4) A secured party that removes collateral shall promptly
2983 the collateral covered by the financing statement and no 3012 reimburse any encumbrancer or owner of the real property, other
2984 commitment to make an advance, incur an obligation, or otherwise 3013 than the debtor, for the cost of repair of any physical injury
2985 give value; 3014 caused by the removal. The secured party need not reimburse the
2986 (b) The financing statement covers accounts or chattel 3015 encumbrancer or owner for any diminution in value of the real
2987 paper that has been sold but as to which the account debtor or 3016 property caused by the absence of the goods removed or by any
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3017 necessity of replacing them. A person entitled to reimbursement 3046 (b) The secured party knows that the information relating
3018 may refuse permission to remove until the secured party gives 3047 to the person in subparagraph (1)(a)1., subparagraph (1)(a)2.,
3019 adequate assurance for the performance of the obligation to 3048 or subparagraph (1)(a)3. is not provided by the collateral, a
3020 reimburse. This subsection does not prohibit a secured party and 3049 record attached to or logically associated with the collateral,
3021 the person entitled to reimbursement from entering into a signed 3050 or the system in which the collateral is recorded.
3022 an authenticated record providing for the removal of fixtures 3051 Section 106. Paragraph (a) of subsection (1) and subsection
3023 and reimbursement for any damage caused thereby. 3052 (3) of section 679.608, Florida Statutes, are amended to read:
3024 Section 105. Section 679.605, Florida Statutes, is amended 3053 679.608 Application of proceeds of collection or
3025 to read: 3054 enforcement; liability for deficiency and right to surplus.—
3026 679.605 Unknown debtor or secondary obligor.— 3055 (1) If a security interest or agricultural lien secures
3027 (1) Except as provided in subsection (2), a secured party 3056 payment or performance of an obligation, the following rules
3028 does not owe a duty based on its status as secured party: 3057 apply:
3029 (a)(1) To a person who is a debtor or obligor, unless the 3058 (a) A secured party shall apply or pay over for application
3030 secured party knows: 3059 the cash proceeds of collection or enforcement under s. 679.607
3031 1.(a) That the person is a debtor or obligor; 3060 in the following order to:
3032 2.(b) The identity of the person; and 3061 1. The reasonable expenses of collection and enforcement
3033 3.(c) How to communicate with the person; or 3062 and, to the extent provided for by agreement and not prohibited
3034 (b)(2) To a secured party or lienholder that has filed a 3063 by law, reasonable attorney’s fees and legal expenses incurred
3035 financing statement against a person, unless the secured party 3064 by the secured party;
3036 knows: 3065 2. The satisfaction of obligations secured by the security
3037 1.(a) That the person is a debtor; and 3066 interest or agricultural lien under which the collection or
3038 2.(b) The identity of the person. 3067 enforcement is made; and
3039 (2) A secured party owes a duty based on its status as a 3068 3. The satisfaction of obligations secured by any
3040 secured party to a person if, at the time the secured party 3069 subordinate security interest in or other lien on the collateral
3041 obtains control of collateral that is a controllable account, 3070 subject to the security interest or agricultural lien under
3042 controllable electronic record, or controllable payment 3071 which the collection or enforcement is made if the secured party
3043 intangible or at the time the security interest attaches to the 3072 receives a signed an authenticated demand for proceeds before
3044 collateral, whichever is later: 3073 distribution of the proceeds is completed.
3045 (a) The person is a debtor or obligor; and 3074 (3) If the secured party in good faith cannot determine the
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3075 validity, extent, or priority of a subordinate security interest 3104 by any party in an interpleader action commenced under this
3076 or other lien or there are conflicting claims of subordinate 3105 section.
3077 interests or liens, the secured party may commence an 3106 Section 107. Subsections (1), (2), (3), (5), and (6) of
3078 interpleader action with respect to remaining proceeds in excess 3107 section 679.611, Florida Statutes, are amended to read:
3079 of $2,500 in the circuit or county court, as applicable based 3108 679.611 Notification before disposition of collateral.—
3080 upon the amount to be deposited, where the collateral was 3109 (1) In this section, the term “notification date” means the
3081 located or collected or in the county where the debtor has its 3110 earlier of the date on which:
3082 chief executive office or principal residence in this state, as 3111 (a) A secured party sends to the debtor and any secondary
3083 applicable. If authorized in a signed an authenticated record, 3112 obligor a signed an authenticated notification of disposition;
3084 the interpleading secured party is entitled to be paid from the 3113 or
3085 remaining proceeds the actual costs of the filing fee and an 3114 (b) The debtor and any secondary obligor waive the right to
3086 attorney attorney’s fee in the amount of $250 incurred in 3115 notification.
3087 connection with filing the interpleader action and obtaining an 3116 (2) Except as otherwise provided in subsection (4), a
3088 order approving the interpleader of funds. The debtor in a 3117 secured party that disposes of collateral under s. 679.610 shall
3089 consumer transaction may not be assessed for the reasonable 3118 send to the persons specified in subsection (3) a reasonable
3090 attorney attorney’s fees and costs incurred in the interpleader 3119 signed authenticated notification of disposition.
3091 action by the holders of subordinate security interests or other 3120 (3) To comply with subsection (2), the secured party shall
3092 liens based upon disputes among said holders, and a debtor in a 3121 send a signed an authenticated notification of disposition to:
3093 transaction other than a consumer transaction may only recover 3122 (a) The debtor;
3094 such fees and costs to the extent provided for in a signed an 3123 (b) Any secondary obligor; and
3095 authenticated record. If authorized in a signed an authenticated 3124 (c) If the collateral is other than consumer goods:
3096 record, the court in the interpleader action may award 3125 1. Any other person from whom the secured party has
3097 reasonable attorney attorney’s fees and costs to the prevailing 3126 received, before the notification date, a signed an
3098 party in a dispute between the debtor and a holder of a security 3127 authenticated notification of a claim of an interest in the
3099 interest or lien which claims an interest in the remaining 3128 collateral;
3100 interplead proceeds, but only if the debtor challenges the 3129 2. Any other secured party or lienholder that, 10 days
3101 validity, priority, or extent of said security interest or lien. 3130 before the notification date, held a security interest in or
3102 Except as provided in this subsection, a debtor may not be 3131 other lien on the collateral perfected by the filing of a
3103 assessed reasonable attorney attorney’s fees and costs incurred 3132 financing statement that:
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3133 a. Identified the collateral; 3162 for such notification purposes or the secured party has actual
3134 b. Was indexed under the debtor’s name as of that date; and 3163 knowledge of the address of the debtor’s chief executive office
3135 c. Was filed in the office in which to file a financing 3164 or principal residence, as applicable, at the time the
3136 statement against the debtor covering the collateral as of that 3165 notification is sent;
3137 date; and 3166 (b) If the collateral is other than consumer goods, to any
3138 3. Any other secured party that, 10 days before the 3167 secondary obligor at the address, if any, in the signed
3139 notification date, held a security interest in the collateral 3168 authenticated agreement, unless the secured party has received a
3140 perfected by compliance with a statute, regulation, or treaty 3169 signed an authenticated record from the secondary obligor
3141 described in s. 679.3111(1). 3170 notifying the secured party of a different address for such
3142 (5) A secured party complies with the requirement for 3171 notification purposes or the secured party has actual knowledge
3143 notification prescribed by subparagraph (3)(c)2. if: 3172 of the address of the secondary obligor’s chief executive office
3144 (a) Not later than 20 days or earlier than 30 days before 3173 or principal residence, as applicable, at the time the
3145 the notification date, the secured party requests, in a 3174 notification is sent; and
3146 commercially reasonable manner, information concerning financing 3175 (c) If the collateral is other than consumer goods:
3147 statements indexed under the debtor’s name in the office 3176 1. To the person described in subparagraph (3)(c)1., at the
3148 indicated in subparagraph (3)(c)2.; and 3177 address stated in the notification;
3149 (b) Before the notification date, the secured party: 3178 2. To the person described in subparagraph (3)(c)2., at the
3150 1. Did not receive a response to the request for 3179 address stated in the financing statement;
3151 information; or 3180 3. To the person described in subparagraph (3)(c)3., at the
3152 2. Received a response to the request for information and 3181 address stated in the official records of the recording or
3153 sent a signed an authenticated notification of disposition to 3182 registration agency.
3154 each secured party or other lienholder named in that response 3183 Section 108. Subsection (5) of section 679.613, Florida
3155 whose financing statement covered the collateral. 3184 Statutes, is amended to read:
3156 (6) For purposes of subsection (3), the secured party may 3185 679.613 Contents and form of notification before
3157 send the signed authenticated notification as follows: 3186 disposition of collateral; general.—Except in a consumer-goods
3158 (a) If the collateral is other than consumer goods, to the 3187 transaction, the following rules apply:
3159 debtor at the address in the financing statement, unless the 3188 (5)(a) The following form of notification and the form
3160 secured party has received a signed an authenticated record from 3189 appearing in s. 679.614(3)(a) s. 679.614(3), when completed in
3161 the debtor notifying the secured party of a different address 3190 accordance with the instructions in paragraph (b), each provides
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3191 sufficient information: 3220 applicable] for a charge of $.....
3192 3221 Item 6. You may request an accounting by calling us at
3193 NOTIFICATION OF DISPOSITION 3222 ...(telephone number)....
3194 OF COLLATERAL 3223 (b) The following instructions apply to the form set forth
3195 3224 in paragraph (a):
3196 To:...(Name of debtor, obligor, or other person to which the 3225 1. Do not include the item numbers in the notification, as
3197 notification is sent)... 3226 they are used only for the purpose of clarification.
3198 From:...(Name, address, and telephone number of secured 3227 2. Include and complete Item 1 only if there is a debtor
3199 party)... 3228 that is not an addressee of the notification and list the name
3200 Item 1. Name of any debtor that is not an addressee 3229 or names.
3201 Debtor(s):...(Name of each debtor Include only if debtor(s) are 3230 3. Include and complete either Item 2, if the notification
3202 not an addressee)... 3231 relates to a public disposition of the collateral, or Item 3, if
3203 [For a public disposition:] 3232 the notification relates to a private disposition of the
3204 Item 2. We will sell [or lease or license, as applicable] 3233 collateral. If Item 2 is completed, include the words “to the
3205 the ...(describe collateral)...to the highest qualified bidder 3234 highest qualified bidder” only if applicable.
3206 at public sale. A sale could include a lease or a license. The 3235 4. Include and complete Items 4 and 6.
3207 sale will be held in public as follows: 3236 5. Include and complete Item 5 only if the sender will
3208 Day and Date: 3237 charge the recipient for an accounting.
3209 Time: 3238 Section 109. Subsection (3) of section 679.614, Florida
3210 Place: 3239 Statutes, is amended to read:
3211 [For a private disposition:] 3240 679.614 Contents and form of notification before
3212 Item 3. We will sell [or lease or license, as applicable] 3241 disposition of collateral; consumer-goods transaction.—In a
3213 the ...(describe collateral)... at a private sale privately 3242 consumer-goods transaction, the following rules apply:
3214 sometime after ...(day and date).... A sale could include a 3243 (3)(a) The following form of notification, when completed
3215 lease or a license. 3244 in accordance with the instructions set forth in paragraph (b),
3216 Item 4. You are entitled to an accounting of the unpaid 3245 provides sufficient information:
3217 indebtedness secured by the property that we intend to sell or, 3246
3218 as applicable, [or lease or license. 3247 ...(Name and address of secured party)...
3219 Item 5. If you request an accounting, you must pay, as 3248 ...(Date)...
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3249 3278 Item 5. If you want us to explain to you ...(in writing or
3250 NOTICE OF OUR PLAN TO SELL PROPERTY 3279 in description of electronic record)... how we have figured the
3251 3280 amount that you owe us, Item 6. you may call us at ...(telephone
3252 ...(Name and address of any obligor who is also a debtor)... 3281 number)..., or write us at ...(secured party’s address)..., or
3253 Subject:...(Identify Identification of Transaction)... 3282 contact us by ...(description of electronic communication
3254 We have your ...(describe collateral)..., because you broke 3283 method)... Item 7. and request a written explanation, an
3255 promises in our agreement. 3284 explanation in ...(description of electronic record)....
3256 [For a public disposition:] 3285 Item 8. We will charge you $.... for the explanation if we
3257 Item 1. We will sell ...(describe collateral)... at public 3286 sent you another written explanation of the amount you owe us
3258 sale. A sale could include a lease or license. The sale will be 3287 within the last 6 months.
3259 held as follows: 3288 Item 9. If you need more information about the sale, call
3260 Date: 3289 us at ...(telephone number)..., or write us at ...(secured
3261 Time: 3290 party’s address)..., or contact us by ...(description of
3262 Place: 3291 electronic communication method)....
3263 3292 Item 10. We are sending this notice to the following other
3264 You may attend the sale and bring bidders if you want. 3293 people who have an interest in ...(describe collateral)... or
3265 [For a private disposition:] 3294 who owe money under your agreement:
3266 Item 2. We will sell ...(describe collateral)... at private 3295 ...(Names of all other debtors and obligors, if any)...
3267 sale sometime after ...(date).... A sale could include a lease 3296 (b) The following instructions apply to the form of
3268 or license. 3297 notification in paragraph (a):
3269 Item 3. The money that we get from the sale (after paying 3298 1. The instructions in this paragraph refer to the numbers
3270 our costs) will reduce the amount you owe. If we get less money 3299 before items in the form of notification in paragraph (a). Do
3271 than you owe, you ...(will or will not, as applicable)... still 3300 not include the numbers in the notification. The numbers are
3272 owe us the difference. If we get more money than you owe, you 3301 used only for the purpose of these instructions.
3273 will get the extra money, unless we must pay it to someone else. 3302 2. Include and complete either Item 1, if the notification
3274 Item 4. You can get the property back at any time before we 3303 relates to a public disposition of the collateral, or Item 2, if
3275 sell it by paying us the full amount you owe, (not just the past 3304 the notification relates to a private disposition of the
3276 due payments), including our expenses. To learn the exact amount 3305 collateral.
3277 you must pay, call us at ...(telephone number).... 3306 3. Include and complete Items 3, 4, 5, 6, and 7.
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3307 4. In Item 5, include and complete any one of the three 3336 the cash proceeds of disposition under s. 679.610 in the
3308 alternative methods for the explanation identified in paragraph 3337 following order to:
3309 (a). 3338 (a) The reasonable expenses of retaking, holding, preparing
3310 5. In Item 6, include the telephone number. In addition, 3339 for disposition, processing, and disposing, and, to the extent
3311 the sender may include and complete either or both of the two 3340 provided for by agreement and not prohibited by law, reasonable
3312 additional alternative methods of communication identified in 3341 attorney’s fees and legal expenses incurred by the secured
3313 paragraph (a) for the recipient of the notification to 3342 party;
3314 communicate with the sender. Neither of the two additional 3343 (b) The satisfaction of obligations secured by the security
3315 methods of communication is required to be included. 3344 interest or agricultural lien under which the disposition is
3316 6. In Item 7, include and complete the method or methods 3345 made;
3317 for the explanation—writing, writing or electronic record, or 3346 (c) The satisfaction of obligations secured by any
3318 electronic record—included in Item 5. 3347 subordinate security interest in or other subordinate lien on
3319 7. Include and complete Item 8 only if a written 3348 the collateral if:
3320 explanation is included in Item 5 as a method for communicating 3349 1. The secured party receives from the holder of the
3321 the explanation and the sender will charge the recipient for 3350 subordinate security interest or other lien a signed an
3322 another written explanation. 3351 authenticated demand for proceeds before distribution of the
3323 8. In Item 9, include either the telephone number or the 3352 proceeds is completed; and
3324 address, or both. In addition, the sender may include and 3353 2. In a case in which a consignor has an interest in the
3325 complete the additional method of communication identified in 3354 collateral, the subordinate security interest or other lien is
3326 paragraph (a) for the recipient of the notification to 3355 senior to the interest of the consignor; and
3327 communicate with the sender. The additional method of electronic 3356 (d) A secured party that is a consignor of the collateral
3328 communication is not required to be included. 3357 if the secured party receives from the consignor a signed an
3329 9. If Item 10 does not apply, insert “None” after 3358 authenticated demand for proceeds before distribution of the
3330 “agreement:.” 3359 proceeds is completed.
3331 Section 110. Subsection (1) of section 679.615, Florida 3360 Section 111. Subsections (1), (2), and (3) of section
3332 Statutes, is amended to read: 3361 679.616, Florida Statutes, are amended to read:
3333 679.615 Application of proceeds of disposition; liability 3362 679.616 Explanation of calculation of surplus or
3334 for deficiency and right to surplus.— 3363 deficiency.—
3335 (1) A secured party shall apply or pay over for application 3364 (1) In this section, the term:
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3365 (a) “Explanation” means a record writing that: 3394 deficiency, within 14 days after receipt of a request, send to
3366 1. States the amount of the surplus or deficiency; 3395 the consumer obligor a record waiving the secured party’s right
3367 2. Provides an explanation in accordance with subsection 3396 to a deficiency.
3368 (3) of how the secured party calculated the surplus or 3397 (3) To comply with subparagraph (1)(a)2., an explanation a
3369 deficiency; 3398 writing must provide the following information in the following
3370 3. States, if applicable, that future debits, credits, 3399 order:
3371 charges, including additional credit service charges or 3400 (a) The aggregate amount of obligations secured by the
3372 interest, rebates, and expenses may affect the amount of the 3401 security interest under which the disposition was made, and, if
3373 surplus or deficiency; and 3402 the amount reflects a rebate of unearned interest or credit
3374 4. Provides a telephone number or mailing address from 3403 service charge, an indication of that fact, calculated as of a
3375 which additional information concerning the transaction is 3404 specified date:
3376 available. 3405 1. If the secured party takes or receives possession of the
3377 (b) “Request” means a record: 3406 collateral after default, not more than 35 days before the
3378 1. Signed Authenticated by a debtor or consumer obligor; 3407 secured party takes or receives possession; or
3379 2. Requesting that the recipient provide an explanation; 3408 2. If the secured party takes or receives possession of the
3380 and 3409 collateral before default or does not take possession of the
3381 3. Sent after disposition of the collateral under s. 3410 collateral, not more than 35 days before the disposition;
3382 679.610. 3411 (b) The amount of proceeds of the disposition;
3383 (2) In a consumer-goods transaction in which the debtor is 3412 (c) The aggregate amount of the obligations after deducting
3384 entitled to a surplus or a consumer obligor is liable for a 3413 the amount of proceeds;
3385 deficiency under s. 679.615, the secured party shall: 3414 (d) The amount, in the aggregate or by type, and types of
3386 (a) Send an explanation to the debtor or consumer obligor, 3415 expenses, including expenses of retaking, holding, preparing for
3387 as applicable, after the disposition and: 3416 disposition, processing, and disposing of the collateral, and
3388 1. Before or when the secured party accounts to the debtor 3417 attorney’s fees secured by the collateral which are known to the
3389 and pays any surplus or first makes written demand in a record 3418 secured party and relate to the current disposition;
3390 on the consumer obligor after the disposition for payment of the 3419 (e) The amount, in the aggregate or by type, and types of
3391 deficiency; and 3420 credits, including rebates of interest or credit service
3392 2. Within 14 days after receipt of a request; or 3421 charges, to which the obligor is known to be entitled and which
3393 (b) In the case of a consumer obligor who is liable for a 3422 are not reflected in the amount in paragraph (a); and
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3423 (f) The amount of the surplus or deficiency. 3452 2. Any other person, other than the debtor, holding an
3424 Section 112. Subsection (1) of section 679.619, Florida 3453 interest in the collateral subordinate to the security interest
3425 Statutes, is amended to read: 3454 that is the subject of the proposal;
3426 679.619 Transfer of record or legal title.— 3455 (c) If the collateral is consumer goods, the collateral is
3427 (1) In this section, the term “transfer statement” means a 3456 not in the possession of the debtor when the debtor consents to
3428 record signed authenticated by a secured party stating: 3457 the acceptance; and
3429 (a) That the debtor has defaulted in connection with an 3458 (d) Subsection (5) does not require the secured party to
3430 obligation secured by specified collateral; 3459 dispose of the collateral or the debtor waives the requirement
3431 (b) That the secured party has exercised its post-default 3460 pursuant to s. 679.624.
3432 remedies with respect to the collateral; 3461 (2) A purported or apparent acceptance of collateral under
3433 (c) That, by reason of the exercise, a transferee has 3462 this section is ineffective unless:
3434 acquired the rights of the debtor in the collateral; and 3463 (a) The secured party consents to the acceptance in a
3435 (d) The name and mailing address of the secured party, 3464 signed an authenticated record or sends a proposal to the
3436 debtor, and transferee. 3465 debtor; and
3437 Section 113. Subsections (1), (2), (3), and (6) of section 3466 (b) The conditions of subsection (1) are met.
3438 679.620, Florida Statutes, are amended to read: 3467 (3) For purposes of this section:
3439 679.620 Acceptance of collateral in full or partial 3468 (a) A debtor consents to an acceptance of collateral in
3440 satisfaction of obligation; compulsory disposition of 3469 partial satisfaction of the obligation it secures only if the
3441 collateral.— 3470 debtor agrees to the terms of the acceptance in a record signed
3442 (1) Except as otherwise provided in subsection (7), a 3471 authenticated after default; and
3443 secured party may accept collateral in full or partial 3472 (b) A debtor consents to an acceptance of collateral in
3444 satisfaction of the obligation it secures only if: 3473 full satisfaction of the obligation it secures only if the
3445 (a) The debtor consents to the acceptance under subsection 3474 debtor agrees to the terms of the acceptance in a record signed
3446 (3); 3475 authenticated after default or the secured party:
3447 (b) The secured party does not receive, within the time set 3476 1. Sends to the debtor after default a proposal that is
3448 forth in subsection (4), a notification of objection to the 3477 unconditional or subject only to a condition that collateral not
3449 proposal signed authenticated by: 3478 in the possession of the secured party be preserved or
3450 1. A person to whom the secured party was required to send 3479 maintained;
3451 a proposal under s. 679.621; or 3480 2. In the proposal, proposes to accept collateral in full
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3481 satisfaction of the obligation it secures, and, in a consumer 3510 2. Was indexed under the debtor’s name as of that date; and
3482 transaction, provides notice that the proposal will be deemed 3511 3. Was filed in the office or offices in which to file a
3483 accepted if it is not objected to by an authenticated notice 3512 financing statement against the debtor covering the collateral
3484 within 30 days after the date the proposal is sent by the 3513 as of that date; and
3485 secured party; and 3514 (c) Any other secured party that, 10 days before the debtor
3486 3. Does not receive a notification of objection signed 3515 consented to the acceptance, held a security interest in the
3487 authenticated by the debtor within 30 days after the proposal is 3516 collateral perfected by compliance with a statute, regulation,
3488 sent. 3517 or treaty described in s. 679.3111(1).
3489 (6) To comply with subsection (5), the secured party shall 3518 Section 115. Section 679.624, Florida Statutes, is amended
3490 dispose of the collateral: 3519 to read:
3491 (a) Within 90 days after taking possession; or 3520 679.624 Waiver.—
3492 (b) Within any longer period to which the debtor and all 3521 (1) A debtor or secondary obligor may waive the right to
3493 secondary obligors have agreed in an agreement to that effect 3522 notification of disposition of collateral under s. 679.611 only
3494 entered into and signed authenticated after default. 3523 by an agreement to that effect entered into and signed
3495 Section 114. Subsection (1) of section 679.621, Florida 3524 authenticated after default.
3496 Statutes, is amended to read: 3525 (2) A debtor may waive the right to require disposition of
3497 679.621 Notification of proposal to accept collateral.— 3526 collateral under s. 679.620(5) only by an agreement to that
3498 (1) A secured party that desires to accept collateral in 3527 effect entered into and signed authenticated after default.
3499 full or partial satisfaction of the obligation it secures shall 3528 (3) Except in a consumer-goods transaction, a debtor or
3500 send its proposal to: 3529 secondary obligor may waive the right to redeem collateral under
3501 (a) Any person from whom the secured party has received, 3530 s. 679.623 only by an agreement to that effect entered into and
3502 before the debtor consented to the acceptance, a signed an 3531 signed authenticated after default.
3503 authenticated notification of a claim of an interest in the 3532 Section 116. Subsections (1) and (5) of section 679.625,
3504 collateral; 3533 Florida Statutes, are amended, and subsections (3), (6), and (7)
3505 (b) Any other secured party or lienholder that, 10 days 3534 are republished, to read:
3506 before the debtor consented to the acceptance, held a security 3535 679.625 Remedies for failure to comply with article.—
3507 interest in or other lien on the collateral perfected by the 3536 (1) If it is established that a secured party is not
3508 filing of a financing statement that: 3537 proceeding in accordance with this chapter, a court may order or
3509 1. Identified the collateral; 3538 restrain collection, enforcement, or disposition of collateral
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3539 on appropriate terms and conditions. This subsection does shall 3568 after receipt of a signed an authenticated record notifying the
3540 not preclude a debtor other than a consumer and a secured party, 3569 person of such noncompliance;
3541 or two or more secured parties in other than a consumer 3570 (e) Fails to comply with s. 679.616(2)(a) and whose failure
3542 transaction, from agreeing in a signed an authenticated record 3571 is part of a pattern, or consistent with a practice, of
3543 that the debtor or secured party must first provide to the 3572 noncompliance; or
3544 alleged offending secured party notice of a violation of this 3573 (f) Fails to comply with s. 679.616(2)(b).
3545 chapter and opportunity to cure before commencing any legal 3574 (6) A debtor or consumer obligor may recover damages under
3546 proceeding under this section. 3575 subsection (2) and, in addition, $500 in each case from a person
3547 (3) Except as otherwise provided in s. 679.628: 3576 who, without reasonable cause, fails to comply with a request
3548 (a) A person who, at the time of the failure, was a debtor, 3577 under s. 679.210. A recipient of a request under s. 679.210
3549 was an obligor, or held a security interest in or other lien on 3578 which never claimed an interest in the collateral or obligations
3550 the collateral may recover damages under subsection (2) for the 3579 that are the subject of a request under that section has a
3551 person’s loss; and 3580 reasonable excuse for failure to comply with the request within
3552 (b) If the collateral is consumer goods, a person who was a 3581 the meaning of this subsection.
3553 debtor or a secondary obligor at the time a secured party failed 3582 (7) If a secured party fails to comply with a request
3554 to comply with this part may recover for that failure in any 3583 regarding a list of collateral or a statement of account under
3555 event an amount not less than the credit service charge plus 10 3584 s. 679.210, the secured party may claim a security interest only
3556 percent of the principal amount of the obligation or the time- 3585 as shown in the list or statement included in the request as
3557 price differential plus 10 percent of the cash price. 3586 against a person who is reasonably misled by the failure.
3558 (5) In lieu of damages recoverable under subsection (2), 3587 Section 117. Subsections (1) and (2) of section 679.628,
3559 the debtor, consumer obligor, or person named as a debtor in a 3588 Florida Statutes, are amended, and subsection (6) is added to
3560 filed record, as applicable, may recover $500 in each case from 3589 that section, to read:
3561 a person who: 3590 679.628 Nonliability and limitation on liability of secured
3562 (a) Fails to comply with s. 679.2081; 3591 party; liability of secondary obligor.—
3563 (b) Fails to comply with s. 679.209; 3592 (1) Subject to subsection (6), unless a secured party knows
3564 (c) Files a record that the person is not entitled to file 3593 that a person is a debtor or obligor, knows the identity of the
3565 under s. 679.509(1); 3594 person, and knows how to communicate with the person:
3566 (d) Fails to cause the secured party of record to file or 3595 (a) The secured party is not liable to the person, or to a
3567 send a termination statement as required by s. 679.513(1) or (3) 3596 secured party or lienholder that has filed a financing statement
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3597 against the person, for failure to comply with this chapter; and 3626 consisting of ss. 679.901 and 679.902, Florida Statutes, is
3598 (b) The secured party’s failure to comply with this chapter 3627 created and entitled “Transitional Provisions.”
3599 does not affect the liability of the person for a deficiency. 3628 Section 119. Section 679.901, Florida Statutes, is created
3600 (2) Subject to subsection (6), a secured party is not 3629 to read:
3601 liable because of its status as a secured party: 3630 679.901 Saving clause.—Except as otherwise provided in ss.
3602 (a) To a person who is a debtor or obligor, unless the 3631 669.501-669.706, a transaction validly entered into before July
3603 secured party knows: 3632 1, 2025, and the rights duties, and interests flowing from such
3604 1. That the person is a debtor or obligor; 3633 transaction remain valid thereafter and may be terminated,
3605 2. The identity of the person; and 3634 completed, consummated, or enforced as required or permitted by
3606 3. How to communicate with the person; or 3635 law other than the Uniform Commercial Code or, if applicable, by
3607 (b) To a secured party or lienholder that has filed a 3636 the Uniform Commercial Code as though this act had not taken
3608 financing statement against a person, unless the secured party 3637 effect.
3609 knows: 3638 Section 120. Section 679.902, Florida Statutes, is created
3610 1. That the person is a debtor; and 3639 to read:
3611 2. The identity of the person. 3640 679.902 Transitional provisions.—Effective July 1, 2025,
3612 (6) Subsections (1) and (2) do not apply to limit the 3641 chapter 679 shall be amended by this act, including the
3613 liability of a secured party to a person if, at the time the 3642 transitional provisions for chapters 669 and 679, as amended by
3614 secured party obtains control of collateral that is a 3643 this act, as provided in part II of chapter 669.
3615 controllable account, controllable electronic record, or 3644 Section 121. Section 680.1021, Florida Statutes, is amended
3616 controllable payment intangible or at the time the security 3645 to read:
3617 interest attaches to the collateral, whichever is later: 3646 680.1021 Scope.—
3618 (a) The person is a debtor or obligor; and 3647 (1) This chapter applies to any transaction, regardless of
3619 (b) The secured party knows that the information in 3648 form, that creates a lease and, in the case of a hybrid lease,
3620 subparagraph (2)(a)1., subparagraph (2)(a)2., or subparagraph 3649 applies to the extent provided in subsection (2).
3621 (2)(a)3., relating to the person is not provided by the 3650 (2) In a hybrid lease, both of the following apply:
3622 collateral, a record attached to or logically associated with 3651 (a) If the lease-of-goods aspects do not predominate:
3623 the collateral, or the system in which the collateral is 3652 1. Only the provisions of this chapter which relate
3624 recorded. 3653 primarily to the lease-of-goods aspects of the transaction
3625 Section 118. Part IX of chapter 670, Florida Statutes, 3654 apply, and the provisions that relate primarily to the
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3655 transaction as a whole do not apply; 3684 (f) “Document,” s. 679.1021(1) s. 679.1021(1)(dd).
3656 2. Section 608.209 applies if the lease is a finance lease; 3685 (h) “General intangible,” s. 679.1021(1) s.
3657 and 3686 679.1021(1)(pp).
3658 3. Section 608.407 applies to the promises of the lessee in 3687 (j) “Instrument,” s. 679.1021(1) s. 679.1021(1)(uu).
3659 a finance lease to the extent that the promises are 3688 (l) “Mortgage,” s. 679.1021(1) s. 679.1021(1)(ccc).
3660 consideration for the right to possession and use of the leased 3689 (m) “Pursuant to a commitment,” s. 679.1021(1) s.
3661 goods. 3690 679.1021(1)(ppp).
3662 (b) If the lease-of-goods aspects predominate, this chapter 3691 Section 123. Section 680.1071, Florida Statutes, is amended
3663 applies to the transaction, but does not preclude application in 3692 to read:
3664 appropriate circumstances of other law to aspects of the lease 3693 680.1071 Waiver or renunciation of claim or right after
3665 which do not relate to the lease of goods. 3694 default.—Any claim or right arising out of an alleged default or
3666 Section 122. Present paragraphs (i) through (z) of 3695 breach of warranty may be discharged in whole or in part without
3667 subsection (1) of section 680.1031, Florida Statutes, are 3696 consideration by a written waiver or renunciation in a signed
3668 redesignated as paragraphs (j) through (aa), respectively, a new 3697 record and delivered by the aggrieved party.
3669 paragraph (i) is added to that subsection, and paragraphs (a), 3698 Section 124. Subsections (1), (3), and (5) of section
3670 (d), (e), (f), (h), (j), (l), and (m) of subsection (3) of that 3699 680.201, Florida Statutes, are amended to read:
3671 section are amended, to read: 3700 680.201 Statute of frauds.—
3672 680.1031 Definitions and index of definitions.— 3701 (1) A lease contract is not enforceable by way of action or
3673 (1) In this chapter, unless the context otherwise requires: 3702 defense unless:
3674 (i) “Hybrid lease” means a single transaction involving a 3703 (a) In a lease contract that is not a consumer lease, the
3675 lease of goods and: 3704 total payments to be made under the lease contract, excluding
3676 1. The provision of services; 3705 payments for options to renew or buy, are less than $1,000; or
3677 2. A sale of other goods; or 3706 (b) There is a record writing, signed by the party against
3678 3. A sale, lease, or license of property other than goods. 3707 whom enforcement is sought or by that party’s authorized agent,
3679 (3) The following definitions in other chapters of this 3708 sufficient to indicate that a lease contract has been made
3680 code apply to this chapter: 3709 between the parties and to describe the goods leased and the
3681 (a) “Account,” s. 679.1021(1) s. 679.1021(1)(b). 3710 lease term.
3682 (d) “Chattel paper,” s. 679.1021(1) s. 679.1021(1)(k). 3711 (3) A record writing is not insufficient because it omits
3683 (e) “Consumer goods,” s. 679.1021(1) s. 679.1021(1)(w). 3712 or incorrectly states a term agreed upon, but the lease contract
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3713 is not enforceable under paragraph (1)(b) beyond the lease term 3742 record writing evidencing a lease contract or an offer to enter
3714 and the quantity of goods shown in the record writing. 3743 into a lease contract does not render the record writing a
3715 (5) The lease term under a lease contract referred to in 3744 sealed instrument, and the law with respect to sealed
3716 subsection (4) is: 3745 instruments does not apply to the lease contract or offer.
3717 (a) If there is a record writing signed by the party 3746 Section 127. Section 680.205, Florida Statutes, is amended
3718 against whom enforcement is sought or by that party’s authorized 3747 to read:
3719 agent specifying the lease term, the term so specified; 3748 680.205 Firm offers.—An offer by a merchant to lease goods
3720 (b) If the party against whom enforcement is sought admits 3749 to or from another person in a signed record writing that by its
3721 in that party’s pleading, testimony, or otherwise in court a 3750 terms gives assurance it will be held open is not revocable, for
3722 lease term, the term so admitted; or 3751 lack of consideration, during the time stated or, if no time is
3723 (c) A reasonable lease term. 3752 stated, for a reasonable time, but in no event may the period of
3724 Section 125. Section 680.202, Florida Statutes, is amended 3753 irrevocability exceed 3 months. Any such term of assurance on a
3725 to read: 3754 form supplied by the offeree must be separately signed by the
3726 680.202 Final written expression: parol or extrinsic 3755 offeror.
3727 evidence.—Terms with respect to which the confirmatory memoranda 3756 Section 128. Subsection (2) of section 680.208, Florida
3728 of the parties agree or which are otherwise set forth in a 3757 Statutes, is amended to read:
3729 record writing intended by the parties as a final expression of 3758 680.208 Modification, rescission, and waiver.—
3730 their agreement with respect to such terms as are included 3759 (2) A signed lease agreement that excludes modification or
3731 therein may not be contradicted by evidence of any prior 3760 rescission except by a signed record writing may not be
3732 agreement or of a contemporaneous oral agreement but may be 3761 otherwise modified or rescinded, but, except as between
3733 explained or supplemented: 3762 merchants, such a requirement on a form supplied by a merchant
3734 (1) By course of dealing or usage of trade or by course of 3763 must be separately signed by the other party.
3735 performance; and 3764 Section 129. Part VI of chapter 680, Florida Statutes,
3736 (2) By evidence of consistent additional terms unless the 3765 consisting of s. 680.601, Florida Statutes, is created and
3737 court finds the record writing to have been intended also as a 3766 entitled “Transitional Provisions.”
3738 complete and exclusive statement of the terms of the agreement. 3767 Section 130. Section 680.601, Florida Statutes, is created
3739 Section 126. Section 680.203, Florida Statutes, is amended 3768 to read:
3740 to read: 3769 680.601 Saving clause.—Except as provided in ss. 669.501-
3741 680.203 Seals inoperative.—The affixing of a seal to a 3770 669.706, a transaction validly entered into before July 1, 2025,
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3771 and the rights, duties, and interests flowing from such 3800 child support, upon a motor vehicle or mobile home upon which a
3772 transaction remain valid thereafter and may be terminated, 3801 Florida certificate of title has been issued shall be
3773 completed, consummated, or enforced as required or permitted by 3802 enforceable in any of the courts of this state against creditors
3774 law other than the Uniform Commercial Code or, if applicable, by 3803 or subsequent purchasers for a valuable consideration and
3775 the Uniform Commercial Code as though this act had not taken 3804 without notice, unless a sworn notice of such lien has been
3776 effect. 3805 filed in the department and such lien has been noted upon the
3777 Section 131. Subsection (6) of section 55.205, Florida 3806 certificate of title of the motor vehicle or mobile home. Such
3778 Statutes, is amended to read: 3807 notice shall be effective as constructive notice when filed. The
3779 55.205 Effect of judgment lien.— 3808 interest of a statutory nonpossessory lienor; the interest of a
3780 (6) A judgment lien acquired under s. 55.202 may be 3809 nonpossessory execution, attachment, or equitable lienor; or the
3781 enforced only through judicial process, including attachment 3810 interest of a lien creditor as defined in s. 679.1021(1) s.
3782 under chapter 76; execution under chapter 56; garnishment under 3811 679.1021(1)(zz), if nonpossessory, is shall not be enforceable
3783 chapter 77; a charging order under s. 605.0503, s. 620.1703, or 3812 against creditors or subsequent purchasers for a valuable
3784 s. 620.8504; or proceedings supplementary to execution under s. 3813 consideration unless such interest becomes a possessory lien or
3785 56.29. A holder of a judgment lien acquired under s. 55.202, who 3814 is noted upon the certificate of title for the subject motor
3786 is not enforcing separate lien rights in a judgment debtor’s 3815 vehicle or mobile home prior to the occurrence of the subsequent
3787 property, may not enforce his or her rights under this section 3816 transaction. Provided the provisions of this subsection relating
3788 through self-help repossession or replevin without a court order 3817 to a nonpossessory statutory lienor; a nonpossessory execution,
3789 or without the express consent of the judgment debtor contained 3818 attachment, or equitable lienor; or the interest of a lien
3790 in a record authenticated in accordance with s. 668.50 or s. 3819 creditor as defined in s. 679.1021(1) does s. 679.1021(1)(zz)
3791 679.1021(1) s. 679.1021(1)(g) after the judgment lien attaches. 3820 shall not apply to liens validly perfected before prior to
3792 Section 132. Subsection (2) and paragraph (b) of subsection 3821 October 1, 1988. The notice of lien must shall provide the
3793 (3) of section 319.27, Florida Statutes, are amended to read: 3822 following information:
3794 319.27 Notice of lien on motor vehicles or mobile homes; 3823 (a) The date of the lien if a security agreement, retain
3795 notation on certificate; recording of lien.— 3824 title contract, conditional bill of sale, chattel mortgage, or
3796 (2) No lien for purchase money or as security for a debt in 3825 other similar instrument was executed prior to the filing of the
3797 the form of a security agreement, retain title contract, 3826 notice of lien;
3798 conditional bill of sale, chattel mortgage, or other similar 3827 (b) The name and address of the registered owner;
3799 instrument or any other nonpossessory lien, including a lien for 3828 (c) A description of the motor vehicle or mobile home,
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3829 showing the make, type, and vehicle identification number; and 3858 679.1021(1)(w).
3830 (d) The name and address of the lienholder. 3859 (e) “Debtor” as defined in s. 679.1021(1) s.
3831 (3) 3860 679.1021(1)(bb).
3832 (b) As applied to a determination of the respective rights 3861 (f) “Knowledge” as defined in s. 671.209.
3833 of a secured party under this chapter and a lien creditor as 3862 (g) “Lease” as defined in s. 680.1031(1) s. 680.1031(1)(j).
3834 defined by s. 679.1021(1) s. 679.1021(1)(zz), or a nonpossessory 3863 (h) “Lessor” as defined in s. 6801031(1) s. 680.1031(1)(p).
3835 statutory lienor, a security interest under this chapter shall 3864 (i) “Notice” as defined s. 671.209.
3836 be perfected upon the filing of the notice of lien with the 3865 (j) “Representative” as defined in s. 671.201 s.
3837 department, the county tax collector, or their agents. Provided, 3866 671.201(37).
3838 however, the date of perfection of a security interest of such 3867 (k) “Sale” as defined in s. 672.106(1).
3839 secured party shall be the same date as the execution of the 3868 (l) “Security agreement” as defined in s. 679.1021(1) s.
3840 security agreement or other similar instrument if the notice of 3869 679.1021(1)(uuu).
3841 lien is filed in accordance with this subsection within 15 days 3870 (m) “Seller” as defined in s. 672.103(1) s. 672.103(1)(d).
3842 after the debtor receives possession of the motor vehicle or 3871 (n) “Send” as defined in s. 671.201 s. 671.201(40).
3843 mobile home and executes such security agreement or other 3872 (o) “Value” as defined in s. 671.211.
3844 similar instrument. The date of filing of the notice of lien 3873 Section 134. Subsection (13) of section 517.061, Florida
3845 shall be the date of its receipt by the department central 3874 Statutes, is amended to read:
3846 office in Tallahassee, if first filed there, or otherwise by the 3875 517.061 Exempt transactions.—Except as otherwise provided
3847 office of the county tax collector, or their agents. 3876 in subsection (11), the exemptions provided herein from the
3848 Section 133. Subsection (2) of section 328.0015, Florida 3877 registration requirements of s. 517.07 are self-executing and do
3849 Statutes, is amended to read: 3878 not require any filing with the office before being claimed. Any
3850 328.0015 Definitions.— 3879 person who claims entitlement to an exemption under this section
3851 (2) The following definitions and terms also apply to this 3880 bears the burden of proving such entitlement in any proceeding
3852 part: 3881 brought under this chapter. The registration provisions of s.
3853 (a) “Agreement” as defined in s. 671.201 s. 671.201(3). 3882 517.07 do not apply to any of the following transactions;
3854 (b) “Buyer in ordinary course of business” as defined in s. 3883 however, such transactions are subject to s. 517.301:
3855 671.201 s. 671.201(9). 3884 (13) By or for the account of a pledgeholder, a secured
3856 (c) “Conspicuous” as defined in s. 671.201 s. 671.201(11). 3885 party as defined in s. 679.1021(1) s. 679.1021(1)(ttt), or a
3857 (d) “Consumer goods” as defined in s. 679.1021(1) s. 3886 mortgagee selling or offering for sale or delivery in the
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3887 ordinary course of business and not for the purposes of avoiding 3916 (g) “Good faith” means honesty in fact in the conduct or
3888 the provisions of this chapter, to liquidate a bona fide debt, a 3917 transaction concerned as defined and interpreted under s.
3889 security pledged in good faith as security for such debt. 3918 671.201 s. 671.201(21).
3890 Section 135. Subsection (2) of section 559.9232, Florida 3919 Section 137. Paragraph (d) of subsection (16) of section
3891 Statutes, is amended to read: 3920 668.50, Florida Statutes, is amended, and paragraph (b) of
3892 559.9232 Definitions; exclusion of rental-purchase 3921 subsection (3) of that section is republished, to read:
3893 agreements from certain regulations.— 3922 668.50 Uniform Electronic Transaction Act.—
3894 (2) A rental-purchase agreement that complies with this act 3923 (3) SCOPE.—
3895 may shall not be construed to be, nor be governed by, any of the 3924 (b) This section does not apply to a transaction to the
3896 following: 3925 extent the transaction is governed by:
3897 (a) A lease or agreement that constitutes a credit sale as 3926 1. A provision of law governing the creation and execution
3898 defined in 12 C.F.R. s. 226.2(a)(16) and s. 1602(g) of the 3927 of wills, codicils, or testamentary trusts;
3899 federal Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.; 3928 2. The Uniform Commercial Code other than s. 671.107 and
3900 (b) A lease that constitutes a “consumer lease” as defined 3929 chapters 672 and 680; or
3901 in 12 C.F.R. s. 213.2(a)(6); 3930 3. The Uniform Computer Information Transactions Act.
3902 (c) Any lease for agricultural, business, or commercial 3931 (16) TRANSFERABLE RECORDS.—
3903 purposes; 3932 (d) Except as otherwise agreed, a person having control of
3904 (d) Any lease made to an organization; 3933 a transferable record is the holder, as defined in s. 671.201 s.
3905 (e) A lease or agreement that constitutes a “retail 3934 671.201(22), of the transferable record and has the same rights
3906 installment contract” or “retail installment transaction” as 3935 and defenses as a holder of an equivalent record or writing
3907 those terms are defined in s. 520.31; or 3936 under the Uniform Commercial Code, including, if the applicable
3908 (f) A security interest as defined in s. 671.201 s. 3937 statutory requirements under s. 673.3021, s. 677.501, or s.
3909 671.201(39). 3938 679.330 are satisfied, the rights and defenses of a holder in
3910 Section 136. Paragraph (g) of subsection (2) of section 3939 due course, a holder to which a negotiable document of title has
3911 563.022, Florida Statutes, is amended to read: 3940 been duly negotiated, or a purchaser, respectively. Delivery,
3912 563.022 Relations between beer distributors and 3941 possession, and indorsement are not required to obtain or
3913 manufacturers.— 3942 exercise any of the rights under this paragraph.
3914 (2) DEFINITIONS.—In construing this section, unless the 3943 Section 138. For the purpose of incorporating the amendment
3915 context otherwise requires, the word, phrase, or term: 3944 made by this act to section 671.105, Florida Statutes, in a
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3945 reference thereto, subsections (1) and (2) of section 655.55, 3974 expressly provides that it will be governed by the law of this
3946 Florida Statutes, are reenacted to read: 3975 state, regardless of the citizenship, residence, location, or
3947 655.55 Law applicable to deposits in and contracts relating 3976 domicile of any other party to such contract and regardless of
3948 to extensions of credit by a deposit or lending institution 3977 any provision of any law of the jurisdiction of the residence,
3949 located in this state.— 3978 location, or domicile of such other party, whether or not such
3950 (1) The law of this state, excluding its law regarding 3979 contract bears any other relation to this state, except that
3951 comity and conflict of laws, governs all aspects, including 3980 this section does not apply to any such contract to the extent
3952 without limitation the validity and effect, of any deposit 3981 provided to the contrary in s. 671.105(2).
3953 account in a branch or office in this state of a deposit or 3982 Section 139. For the purpose of incorporating the amendment
3954 lending institution, including a deposit account otherwise 3983 made by this act to section 671.105, Florida Statutes, in a
3955 covered by s. 671.105(1), regardless of the citizenship, 3984 reference thereto, subsection (2) of section 685.101, Florida
3956 residence, location, or domicile of any other party to the 3985 Statutes, is reenacted to read:
3957 contract or agreement governing such deposit account, and 3986 685.101 Choice of law.—
3958 regardless of any provision of any law of the jurisdiction of 3987 (2) This section does not apply to any contract, agreement,
3959 the residence, location, or domicile of such other party, 3988 or undertaking:
3960 whether or not such deposit account bears any other relation to 3989 (a) Regarding any transaction which does not bear a
3961 this state, except that this section does not apply to any such 3990 substantial or reasonable relation to this state in which every
3962 deposit account: 3991 party is either or a combination of:
3963 (a) To the extent provided to the contrary in s. 3992 1. A resident and citizen of the United States, but not of
3964 671.105(2); or 3993 this state; or
3965 (b) To the extent that all parties to the contract or 3994 2. Incorporated or organized under the laws of another
3966 agreement governing such deposit account have agreed in writing 3995 state and does not maintain a place of business in this state;
3967 that the law of another jurisdiction will govern it. 3996 (b) For labor or employment;
3968 (2) The law of this state, excluding its law regarding 3997 (c) Relating to any transaction for personal, family, or
3969 comity and conflict of laws, governs all aspects, including 3998 household purposes, unless such contract, agreement, or
3970 without limitation the validity and effect, of any contract 3999 undertaking concerns a trust at least one trustee of which
3971 relating to an extension of credit made by a branch or office in 4000 resides or transacts business as a trustee in this state, in
3972 this state of a deposit or lending institution, including a 4001 which case this section applies;
3973 contract otherwise covered by s. 671.105(1), if the contract 4002 (d) To the extent provided to the contrary in s.
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4003 671.105(2); or 4032 A reference to another writing does not of itself make the
4004 (e) To the extent such contract, agreement, or undertaking 4033 promise or order conditional.
4005 is otherwise covered or affected by s. 655.55. 4034 (3) If a promise or order requires, as a condition to
4006 Section 140. For the purpose of incorporating the amendment 4035 payment, a countersignature by a person whose specimen signature
4007 made by this act to section 673.1041, Florida Statutes, in a 4036 appears on the promise or order, the condition does not make the
4008 reference thereto, subsection (1) of section 90.953, Florida 4037 promise or order conditional for the purposes of s. 673.1041(1).
4009 Statutes, is reenacted to read: 4038 If the person whose specimen signature appears on an instrument
4010 90.953 Admissibility of duplicates.—A duplicate is 4039 fails to countersign the instrument, the failure to countersign
4011 admissible to the same extent as an original, unless: 4040 is a defense to the obligation of the issuer, but the failure
4012 (1) The document or writing is a negotiable instrument as 4041 does not prevent a transferee of the instrument from becoming a
4013 defined in s. 673.1041, a security as defined in s. 678.1021, or 4042 holder of the instrument.
4014 any other writing that evidences a right to the payment of 4043 (4) If a promise or order at the time it is issued or first
4015 money, is not itself a security agreement or lease, and is of a 4044 comes into possession of a holder contains a statement, required
4016 type that is transferred by delivery in the ordinary course of 4045 by applicable statutory or administrative law, to the effect
4017 business with any necessary endorsement or assignment. 4046 that the rights of a holder or transferee are subject to claims
4018 Section 141. For the purpose of incorporating the amendment 4047 or defenses that the issuer could assert against the original
4019 made by this act to section 673.1041, Florida Statutes, in a 4048 payee, the promise or order is not thereby made conditional for
4020 reference thereto, subsections (1), (3), and (4) of section 4049 the purposes of s. 673.1041(1); but if the promise or order is
4021 673.1061, Florida Statutes, are reenacted to read: 4050 an instrument, there cannot be a holder in due course of the
4022 673.1061 Unconditional promise or order.— 4051 instrument.
4023 (1) Except as provided in this section, for the purposes of 4052 Section 142. For the purpose of incorporating the amendment
4024 s. 673.1041(1), a promise or order is unconditional unless it 4053 made by this act to section 673.1041, Florida Statutes, in a
4025 states: 4054 reference thereto, subsection (2) of section 673.1151, Florida
4026 (a) An express condition to payment; 4055 Statutes, is reenacted to read:
4027 (b) That the promise or order is subject to or governed by 4056 673.1151 Incomplete instrument.—
4028 another writing; or 4057 (2) Subject to subsection (3), if an incomplete instrument
4029 (c) That rights or obligations with respect to the promise 4058 is an instrument under s. 673.1041, it may be enforced according
4030 or order are stated in another writing. 4059 to its terms if it is not completed, or according to its terms
4031 4060 as augmented by completion. If an incomplete instrument is not
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4061 an instrument under s. 673.1041, but, after completion, the 4090 “Negotiable instrument,” s. 673.1041.
4062 requirements of s. 673.1041 are met, the instrument may be 4091 “Negotiation,” s. 673.2011.
4063 enforced according to its terms as augmented by completion. 4092 “Note,” s. 673.1041.
4064 Section 143. For the purpose of incorporating the amendment 4093 “Payable at a definite time,” s. 673.1081.
4065 made by this act to sections 673.1041 and 673.1051, Florida 4094 “Payable on demand,” s. 673.1081.
4066 Statutes, in a reference thereto, subsection (2) of section 4095 “Payable to bearer,” s. 673.1091.
4067 673.1031, Florida Statutes, is reenacted to read: 4096 “Payable to order,” s. 673.1091.
4068 673.1031 Definitions.— 4097 “Payment,” s. 673.6021.
4069 (2) Other definitions applying to this chapter and the 4098 “Person entitled to enforce,” s. 673.3011.
4070 sections in which they appear are: 4099 “Presentment,” s. 673.5011.
4071 “Acceptance,” s. 673.4091. 4100 “Reacquisition,” s. 673.2071.
4072 “Accommodated party,” s. 673.4191. 4101 “Special indorsement,” s. 673.2051.
4073 “Accommodation party,” s. 673.4191. 4102 “Teller’s check,” s. 673.1041.
4074 “Alteration,” s. 673.4071. 4103 “Transfer of instrument,” s. 673.2031.
4075 “Anomalous indorsement,” s. 673.2051. 4104 “Traveler’s check,” s. 673.1041.
4076 “Blank indorsement,” s. 673.2051. 4105 “Value,” s. 673.3031.
4077 “Cashier’s check,” s. 673.1041. 4106 Section 144. For the purpose of incorporating the amendment
4078 “Certificate of deposit,” s. 673.1041. 4107 made by this act to section 673.6041, Florida Statutes, in a
4079 “Certified check,” s. 673.4091. 4108 reference thereto, subsection (2) of section 673.6051, Florida
4080 “Check,” s. 673.1041. 4109 Statutes, is reenacted to read:
4081 “Consideration,” s. 673.3031. 4110 673.6051 Discharge of indorsers and accommodation parties.—
4082 “Draft,” s. 673.1041. 4111 (2) Discharge, under s. 673.6041, of the obligation of a
4083 “Holder in due course,” s. 673.3021. 4112 party to pay an instrument does not discharge the obligation of
4084 “Incomplete instrument,” s. 673.1151. 4113 an indorser or accommodation party having a right of recourse
4085 “Indorsement,” s. 673.2041. 4114 against the discharged party.
4086 “Indorser,” s. 673.2041. 4115 Section 145. For the purpose of incorporating the amendment
4087 “Instrument,” s. 673.1041. 4116 made by this act to section 675.116, Florida Statutes, in a
4088 “Issue,” s. 673.1051. 4117 reference thereto, subsection (2) of section 679.3061, Florida
4089 “Issuer,” s. 673.1051. 4118 Statutes, is reenacted to read:
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4119 679.3061 Law governing perfection and priority of security 4148 associated documents for purposes other than collection, the
4120 interests in letter-of-credit rights.— 4149 security interest continues to that extent and is subject to
4121 (2) For purposes of this part, an issuer’s jurisdiction or 4150 chapter 679, but:
4122 nominated person’s jurisdiction is the jurisdiction whose law 4151 (a) No security agreement is necessary to make the security
4123 governs the liability of the issuer or nominated person with 4152 interest enforceable (s. 679.2031(2)(c)1.);
4124 respect to the letter-of-credit right as provided in s. 675.116. 4153 (b) No filing is required to perfect the security interest;
4125 Section 146. For the purpose of incorporating the amendment 4154 and
4126 made by this act to section 675.104, Florida Statutes, in a 4155 (c) The security interest has priority over conflicting
4127 reference thereto, paragraph (j) of subsection (1) of section 4156 perfected security interests in the item, accompanying
4128 675.103, Florida Statutes, is reenacted to read: 4157 documents, or proceeds.
4129 675.103 Definitions.— 4158 Section 148. For the purpose of incorporating the amendment
4130 (1) For purposes of this chapter: 4159 made by this act to section 679.2031, Florida Statutes, in a
4131 (j) “Letter of credit” means a definite undertaking that 4160 reference thereto, subsection (2) of section 675.1181, Florida
4132 satisfies the requirements of s. 675.104 by an issuer to a 4161 Statutes, is reenacted to read:
4133 beneficiary at the request or for the account of an applicant 4162 675.1181 Security interest of issuer or nominated person.—
4134 or, in the case of a financial institution, to itself or for its 4163 (2) As long as and to the extent that an issuer or
4135 own account, to honor a documentary presentation by payment or 4164 nominated person has not been reimbursed or has not otherwise
4136 delivery of an item of value. 4165 recovered the value given with respect to a security interest in
4137 Section 147. For the purpose of incorporating the amendment 4166 a document under subsection (1), the security interest continues
4138 made by this act to section 679.2031, Florida Statutes, in a 4167 and is subject to chapter 679, but a security agreement is not
4139 reference thereto, subsection (3) of section 674.2101, Florida 4168 necessary to make the security interest enforceable under s.
4140 Statutes, is reenacted to read: 4169 679.2031(2)(c):
4141 674.2101 Security interest of collecting bank in items, 4170 (a) If the document is presented in a medium other than a
4142 accompanying documents, and proceeds.— 4171 written or other tangible medium, the security interest is
4143 (3) Receipt by a collecting bank of a final settlement for 4172 perfected; and
4144 an item is a realization on its security interest in the item, 4173 (b) If the document is presented in a written or other
4145 accompanying documents, and proceeds. So long as the bank does 4174 tangible medium and is not a certificated security, chattel
4146 not receive final settlement for the item or give up possession 4175 paper, a document of title, an instrument, or a letter of
4147 of the item or possession or control of the accompanying or 4176 credit, the security interest is perfected and has priority over
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4177 a conflicting security interest in the document so long as the 4206 “Consumer goods,” s. 679.1021.
4178 debtor does not have possession of the document. 4207 “Control,” s. 677.106.
4179 Section 149. For the purpose of incorporating the amendment 4208 “Dishonor,” s. 673.5021.
4180 made by this act to section 679.2031, Florida Statutes, in a 4209 “Draft,” s. 673.1041.
4181 reference thereto, section 679.1101, Florida Statutes, is 4210 Section 151. For the purpose of incorporating the amendment
4182 reenacted to read: 4211 made by this act to section 677.106, Florida Statutes, in a
4183 679.1101 Security interests arising under chapter 672 or 4212 reference thereto, subsection (3) of section 674.104, Florida
4184 chapter 680.—A security interest arising under s. 672.401, s. 4213 Statutes, is reenacted to read:
4185 672.505, s. 672.711(3), or s. 680.508(5) is subject to this 4214 674.104 Definitions and index of definitions.—
4186 chapter. However, until the debtor obtains possession of the 4215 (3) The following definitions in other chapters apply to
4187 goods: 4216 this chapter:
4188 (1) The security interest is enforceable, even if s. 4217 “Acceptance,” s. 673.4091.
4189 679.2031(2)(c) has not been satisfied; 4218 “Alteration,” s. 673.4071.
4190 (2) Filing is not required to perfect the security 4219 “Cashier’s check,” s. 673.1041.
4191 interest; 4220 “Certificate of deposit,” s. 673.1041.
4192 (3) The rights of the secured party after default by the 4221 “Certified check,” s. 673.4091.
4193 debtor are governed by chapter 672 or chapter 680; and 4222 “Check,” s. 673.1041.
4194 (4) The security interest has priority over a conflicting 4223 “Control,” s. 677.106.
4195 security interest created by the debtor. 4224 “Good faith,” s. 673.1031.
4196 Section 150. For the purpose of incorporating the amendment 4225 “Holder in due course,” s. 673.3021.
4197 made by this act to section 677.106, Florida Statutes, in a 4226 “Instrument,” s. 673.1041.
4198 reference thereto, subsection (3) of section 672.103, Florida 4227 “Notice of dishonor,” s. 673.5031.
4199 Statutes, is reenacted to read: 4228 “Order,” s. 673.1031.
4200 672.103 Definitions and index of definitions.— 4229 “Ordinary care,” s. 673.1031.
4201 (3) The following definitions in other chapters apply to 4230 “Person entitled to enforce,” s. 673.3011.
4202 this chapter: 4231 “Presentment,” s. 673.5011.
4203 “Check,” s. 673.1041. 4232 “Promise,” s. 673.1031.
4204 “Consignee,” s. 677.102. 4233 “Prove,” s. 673.1031.
4205 “Consignor,” s. 677.102. 4234 “Teller’s check,” s. 673.1041.
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4235 “Unauthorized signature,” s. 673.4031. 4264 reference thereto, subsection (1) of section 679.1061, Florida
4236 Section 152. For the purpose of incorporating the amendment 4265 Statutes, is reenacted to read:
4237 made by this act to section 678.1061, Florida Statutes, in a 4266 679.1061 Control of investment property.—
4238 reference thereto, subsection (3) of section 678.5101, Florida 4267 (1) A person has control of a certificated security,
4239 Statutes, is reenacted to read: 4268 uncertificated security, or security entitlement as provided in
4240 678.5101 Rights of purchaser of security entitlement from 4269 s. 678.1061.
4241 entitlement holder.— 4270 Section 154. For the purpose of incorporating the amendment
4242 (3) In a case not covered by the priority rules in chapter 4271 made by this act to sections 678.1061, 679.3131, 679.3141, and
4243 679, a purchaser for value of a security entitlement, or an 4272 679.323, Florida Statutes, in references thereto, subsections
4244 interest therein, who obtains control has priority over a 4273 (2), (5), and (7) of section 679.328, Florida Statutes, are
4245 purchaser of a security entitlement, or an interest therein, who 4274 reenacted to read:
4246 does not obtain control. Except as otherwise provided in 4275 679.328 Priority of security interests in investment
4247 subsection (4), purchasers who have control rank according to 4276 property.—The following rules govern priority among conflicting
4248 priority in time of: 4277 security interests in the same investment property:
4249 (a) The purchaser’s becoming the person for whom the 4278 (2) Except as otherwise provided in subsections (3) and
4250 securities account, in which the security entitlement is 4279 (4), conflicting security interests held by secured parties each
4251 carried, is maintained, if the purchaser obtained control under 4280 of which has control under s. 679.1061 rank according to
4252 s. 678.1061(4)(a); 4281 priority in time of:
4253 (b) The securities intermediary’s agreement to comply with 4282 (a) If the collateral is a security, obtaining control;
4254 the purchaser’s entitlement orders with respect to security 4283 (b) If the collateral is a security entitlement carried in
4255 entitlements carried or to be carried in the securities account 4284 a securities account and:
4256 in which the security entitlement is carried, if the purchaser 4285 1. If the secured party obtained control under s.
4257 obtained control under s. 678.1061(4)(b); or 4286 678.1061(4)(a), the secured party’s becoming the person for
4258 (c) If the purchaser obtained control through another 4287 which the securities account is maintained;
4259 person under s. 678.1061(4)(c), the time on which priority would 4288 2. If the secured party obtained control under s.
4260 be based under this subsection if the other person were the 4289 678.1061(4)(b), the securities intermediary’s agreement to
4261 secured party. 4290 comply with the secured party’s entitlement orders with respect
4262 Section 153. For the purpose of incorporating the amendment 4291 to security entitlements carried or to be carried in the
4263 made by this act to section 678.1061, Florida Statutes, in a 4292 securities account; or
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4293 3. If the secured party obtained control through another 4322 (4), security interests perfected by control under s. 679.3141
4294 person under s. 678.1061(4)(c), the time on which priority would 4323 rank according to priority in time of obtaining control.
4295 be based under this paragraph if the other person were the 4324 Section 156. For the purpose of incorporating the amendment
4296 secured party; or 4325 made by this act to sections 679.2031 and 679.4041, Florida
4297 (c) If the collateral is a commodity contract carried with 4326 Statutes, in a reference thereto, subsection (4) of section
4298 a commodity intermediary, the satisfaction of the requirement 4327 679.1091, Florida Statutes, is reenacted to read:
4299 for control specified in s. 679.1061(2)(b) with respect to 4328 679.1091 Scope.—
4300 commodity contracts carried or to be carried with the commodity 4329 (4) This chapter does not apply to:
4301 intermediary. 4330 (a) A landlord’s lien, other than an agricultural lien;
4302 (5) A security interest in a certificated security in 4331 (b) A lien, other than an agricultural lien, given by
4303 registered form which is perfected by taking delivery under s. 4332 statute or other rule of law for services or materials, but s.
4304 679.3131(1) and not by control under s. 679.3141 has priority 4333 679.333 applies with respect to priority of the lien;
4305 over a conflicting security interest perfected by a method other 4334 (c) An assignment of a claim for wages, salary, or other
4306 than control. 4335 compensation of an employee;
4307 (7) In all other cases, priority among conflicting security 4336 (d) A sale of accounts, chattel paper, payment intangibles,
4308 interests in investment property is governed by ss. 679.322 and 4337 or promissory notes as part of a sale of the business out of
4309 679.323. 4338 which they arose;
4310 Section 155. For the purpose of incorporating the amendment 4339 (e) An assignment of accounts, chattel paper, payment
4311 made by this act to sections 679.1041 and 679.3141, Florida 4340 intangibles, or promissory notes which is for the purpose of
4312 Statutes, in references thereto, subsections (1) and (2) of 4341 collection only;
4313 section 679.327, Florida Statutes, are reenacted to read: 4342 (f) An assignment of a right to payment under a contract to
4314 679.327 Priority of security interests in deposit account.— 4343 an assignee that is also obligated to perform under the
4315 The following rules govern priority among conflicting security 4344 contract;
4316 interests in the same deposit account: 4345 (g) An assignment of a single account, payment intangible,
4317 (1) A security interest held by a secured party having 4346 or promissory note to an assignee in full or partial
4318 control of the deposit account under s. 679.1041 has priority 4347 satisfaction of a preexisting indebtedness;
4319 over a conflicting security interest held by a secured party 4348 (h) A transfer of an interest in or an assignment of a
4320 that does not have control. 4349 claim under a policy of insurance, other than an assignment by
4321 (2) Except as otherwise provided in subsections (3) and 4350 or to a health-care provider of a health-care-insurance
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4351 receivable and any subsequent assignment of the right to 4380 (o) A transfer or pledge of, or creation of a security
4352 payment, but ss. 679.3151 and 679.322 apply with respect to 4381 interest in, any interest or right or portion of any interest or
4353 proceeds and priorities in proceeds; 4382 right in any storm-recovery property as defined in s. 366.8260.
4354 (i) An assignment of a right represented by a judgment, 4383 Section 157. For the purpose of incorporating the amendment
4355 other than a judgment taken on a right to payment that was 4384 made by this act to section 679.2031, Florida Statutes, in a
4356 collateral; 4385 reference thereto, subsection (2) of section 679.709, Florida
4357 (j) A right of recoupment or set-off, but: 4386 Statutes, is reenacted to read:
4358 1. Section 679.340 applies with respect to the 4387 679.709 Priority.—
4359 effectiveness of rights of recoupment or set-off against deposit 4388 (2) For purposes of s. 679.322(1), the priority of a
4360 accounts; and 4389 security interest that becomes enforceable under s. 679.2031 of
4361 2. Section 679.4041 applies with respect to defenses or 4390 this act dates from the time this act takes effect if the
4362 claims of an account debtor; 4391 security interest is perfected under this act by the filing of a
4363 (k) The creation or transfer of an interest in or lien on 4392 financing statement before this act takes effect which would not
4364 real property, including a lease or rents thereunder, except to 4393 have been effective to perfect the security interest under
4365 the extent that provision is made for: 4394 chapter 679, Florida Statutes 2000. This subsection does not
4366 1. Liens on real property in ss. 679.2031 and 679.3081; 4395 apply to conflicting security interests each of which is
4367 2. Fixtures in s. 679.334; 4396 perfected by the filing of such a financing statement.
4368 3. Fixture filings in ss. 679.5011, 679.5021, 679.512, 4397 Section 158. For the purpose of incorporating the amendment
4369 679.516, and 679.519; and 4398 made by this act to section 679.210, Florida Statutes, in a
4370 4. Security agreements covering personal and real property 4399 reference thereto, subsection (2) of section 679.602, Florida
4371 in s. 679.604; 4400 Statutes, is reenacted to read:
4372 (l) An assignment of a claim arising in tort, other than a 4401 679.602 Waiver and variance of rights and duties.—Except as
4373 commercial tort claim, but ss. 679.3151 and 679.322 apply with 4402 otherwise provided in s. 679.624, to the extent that they give
4374 respect to proceeds and priorities in proceeds; 4403 rights to a debtor or obligor and impose duties on a secured
4375 (m) An assignment of a deposit account, other than a 4404 party, the debtor or obligor may not waive or vary the rules
4376 nonnegotiable certificate of deposit, in a consumer transaction, 4405 stated in the following listed sections:
4377 but ss. 679.3151 and 679.322 apply with respect to proceeds and 4406 (2) Section 679.210, which deals with requests for an
4378 priorities in proceeds; 4407 accounting and requests concerning a list of collateral and
4379 (n) Any transfer by a government or governmental unit; or 4408 statement of account;
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4409 Section 159. For the purpose of incorporating the amendment 4438 727.109 Power of the court.—The court shall have power to:
4410 made by this act to section 679.3141, Florida Statutes, in a 4439 (8) Hear and determine any of the following actions brought
4411 reference thereto, section 679.329, Florida Statutes, is 4440 by the assignee, which she or he is empowered to maintain:
4412 reenacted to read: 4441 (b) Determine the validity, priority, and extent of a lien
4413 679.329 Priority of security interests in letter-of-credit 4442 or other interests in assets of the estate, or to subordinate or
4414 right.—The following rules govern priority among conflicting 4443 avoid an unperfected security interest pursuant to the
4415 security interests in the same letter-of-credit right: 4444 assignee’s rights as a lien creditor under s. 679.3171.
4416 (1) A security interest held by a secured party having 4445 Section 162. For the purpose of incorporating the amendment
4417 control of the letter-of-credit right under s. 679.1071 has 4446 made by this act to sections 679.3171 and 679.323, Florida
4418 priority to the extent of its control over a conflicting 4447 Statutes, in references thereto, subsection (3) of section
4419 security interest held by a secured party that does not have 4448 680.307, Florida Statutes, is reenacted to read:
4420 control. 4449 680.307 Priority of liens arising by attachment or levy on,
4421 (2) Security interests perfected by control under s. 4450 security interests in, and other claims to goods.—
4422 679.3141 rank according to priority in time of obtaining 4451 (3) Except as otherwise provided in ss. 679.3171, 679.321,
4423 control. 4452 and 679.323, a lessee takes a leasehold interest subject to a
4424 Section 160. For the purpose of incorporating the amendment 4453 security interest held by a creditor or lessor.
4425 made by this act to section 679.3161, Florida Statutes, in a 4454 Section 163. For the purpose of incorporating the amendment
4426 reference thereto, subsection (3) of section 679.320, Florida 4455 made by this act to section 679.628, Florida Statutes, in a
4427 Statutes, is reenacted to read: 4456 reference thereto, subsection (3) of section 679.626, Florida
4428 679.320 Buyer of goods.— 4457 Statutes, is reenacted to read:
4429 (3) To the extent that it affects the priority of a 4458 679.626 Action in which deficiency or surplus is in issue.—
4430 security interest over a buyer of goods under subsection (2), 4459 In an action arising from a transaction in which the amount of a
4431 the period of effectiveness of a filing made in the jurisdiction 4460 deficiency or surplus is in issue, the following rules apply:
4432 in which the seller is located is governed by s. 679.3161(1) and 4461 (3) Except as otherwise provided in s. 679.628, if a
4433 (2). 4462 secured party fails to prove that the collection, enforcement,
4434 Section 161. For the purpose of incorporating the amendment 4463 disposition, or acceptance was conducted in accordance with the
4435 made by this act to section 679.3171, Florida Statutes, in a 4464 provisions of this part relating to collection, enforcement,
4436 reference thereto, paragraph (b) of subsection (8) of section 4465 disposition, or acceptance, the liability of a debtor or a
4437 727.109, Florida Statutes, is reenacted to read: 4466 secondary obligor for a deficiency is limited to an amount by
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4467 which the sum of the secured obligation, reasonable expenses,
4468 and, to the extent provided for by agreement and not prohibited
4469 by law, attorney’s fees exceeds the greater of:
4470 (a) The proceeds of the collection, enforcement,
4471 disposition, or acceptance; or
4472 (b) The amount of proceeds that would have been realized
4473 had the noncomplying secured party proceeded in accordance with
4474 the provisions of this part relating to collection, enforcement,
4475 disposition, or acceptance.
4476 Section 164. This act shall take effect July 1, 2025.
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The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: March 7, 2025
I respectfully request that Senate Bill #1666, relating to Uniform Commercial Code, be placed
on the:
committee agenda at your earliest possible convenience.
next committee agenda.
Senator Erin Grall
Florida Senate, District 29
File signed original with committee office S-020 (03/2004)
The Florida Senate
alrrlaq
Meetinq Date
APPEARANCE RECORD
Deliver both copies of this form to
5B I bbb
Bill Number orTopic
Co-mef a^L Senate professional staff conducting the meeting
Amendment Barcode (if applicable)
Name
a
Phone <o - 205-q OC)
Address \ \q 3o, , rlv^ .0Do.. Crr@ s Tf e-L F2oo emait aA\O & IfY.\ .corn
Street
City
t^\ Se. ?t
State
3)301
Zip
Speaking: I ror ! Against I tnformation OR waive speak,nn'
[n
support I Against
PLEASE CHECK ONE OF THE FOLLOWING:
lam appearing without I am not a lobbyist, but received
compensation or sponsorship. something of value for my appearance
X;*ntisteredrobbYist (travel, meals, lodging, etc.),
-[\a B..rsine€S L^* Sc.Kn oI {o fU ri[a Bqr spqnsored by:
This form is part of the public record for this meeting. 5-001 (08/10/2021)
The Florida Senate
Date
APPEARANCE RECORD l60u
Bill Number orTopic
Deliver both copies of this form to
Senate professional staff conducting the meeting
V LE/
Amendment Barcode (if applicable)
Name Phone
Address Email
Street
aty State Zip
Speaking: ! ror ! Against I lnformation OR Waive Speaking' Support I Against
Xrn
PLEASE CHECK ONE OF THE FOLLOWING:
lam appearing without lam a registered lobbyist, I am not a lobbyist, but received
compensation or sponsorship.
X representing: something ofvalue for my appearance
(travel, meals, lodging, etc.),
sponsored by:
llr,,;l^ bnnJtr \5ottal"on
This form is part of the public record for this meeting s-001 (08/10/2021)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SM 1488
INTRODUCER: Senator Avila
SUBJECT: United States Sovereign Wealth Fund
DATE: March 10, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Renner McKay CM Favorable
2. RC
I. Summary:
SM 1488 is a memorial urging the members of Congress to establish a framework for a
sovereign wealth fund.
Memorials have no force of law, as they are mechanisms for formally petitioning the federal
government to act on a particular subject.
The memorial does not have a fiscal impact on the state or local governments.
II. Present Situation:
Memorials
A memorial is an official legislative document address to Congress, the President of the United
States, or some other governmental entity that expresses the will of the Legislature on a matter
within the jurisdiction of the recipient. A memorial requires passage by both legislative houses
but does not require the Governor’s approval nor is it subject to a veto.1
Sovereign Wealth Funds
While there is no universally agreed-upon definition, sovereign wealth funds (SWFs) are
generally defined as investment funds owned and managed by national governments.2 The
1
The Florida Senate, Office of Bill Drafting Services, Manual for Drafting Legislation, 137-138 (2009), available at
https://flsenate.sharepoint.com/sites/Secretary/Publications%20Library/Forms/AllItems.aspx?id=%2Fsites%2FSecretary%2F
Publications%20Library%2FManual%20for%20Drafting%20Legislation%20%28Senate%29%2Epdf&parent=%2Fsites%2F
Secretary%2FPublications%20Library (last visited March 14, 2025).
2
Congressional Research Service, Sovereign Wealth Funds: Background and Policy Issues for Congress (Jan. 15, 2009), 1,
https://www.everycrsreport.com/files/20090115_RL34336_a7ea655551d2435a8e05992d4ac1b1367b3e3635.pdf (last visited
March 14, 2025).
BILL: SM 1488 Page 2
United States Treasury Department narrowly defines SWFs as “a government investment vehicle
which is funded by foreign exchange assets, and which manages those assets separately from the
official reserves of the monetary authorities (the Central Bank and reserve-related functions of
the Finance Ministry).”3 SWFs were created in the 1950s by oil and resource-producing
countries (Kuwait in 1953 and Kiribati in 1956) to help stabilize their economies against
fluctuating commodity prices and provide a wealth source for future generations.4 SWFs
generally have a targeted purpose, and the funding for SWFs comes from sources such as:5
• State-owned natural resource revenues.
• Trade surpluses.
• Bank reserves that accumulate from budget excesses.
• Foreign currency operations.
• Money from privatizations.
• Governmental transfer payments.
There are several categories of SWFs, including:6
• Stabilization Funds—These are funds set aside by a government to shield the country from
economic shocks that can cause drastic changes in economic growth.
• Future Generation Funds – These funds are set up to ease pressure on a government’s
budget in the future.
• Reserve Investment Funds—Funds are set aside for investment purposes, and the primary
goal is to generate funds that can be invested in long-term high-yield investments.
• Pension Reserve Funds – Money is set aside to finance a country’s pension system so that
the burden of paying pensions doesn’t fall entirely on the government’s budget.
The largest SWFs ranked by assets include:7
• Norway Government Pension Fund Global; - over $1.7 trillion
• China Investment Corporation – Over $1.3 trillion
• SAFE Investment Company – Over $1 trillion
• Abu Dhabi Investment Authority – Over $1 trillion
• Kuwait Investment Authority – Over $1 trillion
• Public Investment Fund of Saudi Arabia - $925 billion
• GIC Private Limited – Over $800 billion
• Badan Pengelola Investasti Daya Anagata Nusantara – Over $600 billion
• Qatar Investment Authority – Over $525 billion
• Hong Kong Monetary Authority Investment Portfolio – Over $510 billion
3
Id. at 2
4
Id. at 4.
5
Investopedia, Sovereign Wealth Fund: Definition, Examples, and Types (Feb. 3, 2025), available at
https://www.investopedia.com/terms/s/sovereign_wealth_fund.asp (last visited March 14, 2025).
6
Corporate Finance Institute, Sovereign Wealth Fund, available at https://corporatefinanceinstitute.com/resources/career-
map/sell-side/capital-markets/sovereign-wealth-fund-swf/ (last visited March 14, 2025).
7
Investopedia, Sovereign Wealth Fund: Definition, Examples, and Types (Feb. 3, 2025), available at
https://www.investopedia.com/terms/s/sovereign_wealth_fund.asp (last visited March 14, 2025).
BILL: SM 1488 Page 3
Executive Order Establishing a United States Sovereign Wealth Fund
On February 3, 2025, President Trump signed an executive order instructing the Secretary of the
Treasury and the Secretary of Commerce to create a strategy for establishing a Sovereign Wealth
Fund (SWF). The purpose of the initiative is to encourage fiscal responsibility, reduce the tax
burden on American families and small businesses, secure economic stability for future
generations, and enhance the United States' economic and strategic influence on the global
stage.8
The plan must include recommendations for funding mechanisms, investment strategies, fund
structure, and a governance model. Furthermore, it should assess the legal factors in establishing
and managing a SWF, including any potential legislation.9
III. Effect of Proposed Changes:
The memorial urges Congress to establish a framework for a sovereign wealth fund.
Florida’s Secretary of State will send copies of the memorial to the President, the President of
the Senate, the Speaker of the House of Representatives, and each member of the Florida
delegation to the Congress.
Legislative memorials are not subject to the governor’s veto power. Memorials have no force of
law, as they are mechanisms for formally petitioning the federal government to act on a
particular subject.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
8
The White House, A Plan for Establishing a United States Sovereign Wealth Fund, (Feb. 3, 2025), available at
https://www.whitehouse.gov/presidential-actions/2025/02/a-plan-for-establishing-a-united-states-sovereign-wealth-fund/ (last
visited March 14, 2025).
9
Id.
BILL: SM 1488 Page 4
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
None.
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
None.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2025 SM 1488 Florida Senate - 2025 SM 1488
By Senator Avila
39-00643C-25 20251488__ 39-00643C-25 20251488__
1 Senate Memorial 30 directed to dispatch copies of this memorial to the President of
2 A memorial to the Congress of the United States, 31 the United States, to the President of the United States Senate,
3 urging Congress to establish a framework for a 32 to the Speaker of the United States House of Representatives,
4 sovereign wealth fund for the United States. 33 and to each member of the Florida delegation to the Congress of
5 34 the United States.
6 WHEREAS, on February 3, 2025, President Donald J. Trump
7 issued an executive order that directs the Secretary of the
8 United States Department of the Treasury and the Secretary of
9 the United States Department of Commerce to develop a plan
10 within 90 days for the creation of a sovereign wealth fund, and
11 WHEREAS, while the secretaries are developing the plan,
12 Congress should be proactive and establish the framework for the
13 sovereign wealth fund, and
14 WHEREAS, if Congress establishes the framework, the
15 sovereign wealth fund can be more efficiently implemented, and
16 WHEREAS, the sovereign wealth fund can be used to promote
17 fiscal sustainability, lessen the burden of taxes on families
18 and small business, establish long-term economic security, fund
19 critical projects, and promote the United States’ economic and
20 strategic leadership internationally, NOW, THEREFORE,
21
22 Be It Resolved by the Legislature of the State of Florida:
23
24 That the Congress of the United States is urged to
25 establish a framework for a sovereign wealth fund.
26 BE IT FURTHER RESOLVED that the Legislature urges Congress
27 to enact any legislation necessary to establish the framework
28 for the sovereign wealth fund.
29 BE IT FURTHER RESOLVED that the Secretary of State is
Page 1 of 2 Page 2 of 2
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
THE FLORIDA SENATE COMMITTEES:
COMMITTEES:
Tallahassee, Florida 32399-1100 Finance and Tax, Chair
Transportation, Vice Chair
Avila.bryan.web@flsenate.gov Appropriations Committee on Transportation,
Tourism, and Economic Development
Environmental and Natural Resources
Ethics and Elections
SENATOR BRYAN AVILA Fiscal Policy
39th District Rules
March 6th, 2025
The Honorable Senator Thomas J. Leek
The Florida Senate
310 Knott Building
404 South Monroe Street
Tallahassee, Florida 32399-1100
REF: Request to be Heard
Honorable Chair Leek,
I respectfully request SM 1488 United States Sovereign Wealth Fund be placed on the
next committee agenda.
United States Sovereign Wealth Fund: The bill urges Congress to establish a framework
for a sovereign wealth fund for the United State
Sincerely,
Senator Bryan Avila
CC: Todd McKay, Staff Director
Renita Hayes, Administrative Assistant
Michael Murtha, Legislative Assistant
309 Senate Building, 404 South Monroe Street, Tallahassee, Florida 32399-1100 (850) 487-5039
Ben Albritton Jason Brodeur
President of the Senate President Pro Tempore
The Florida Senate
3
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The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: CS/SB 480
INTRODUCER: Banking and Insurance Committee and Senator DiCeglie
SUBJECT: Nonprofit Agricultural Organization Medical Benefit Plans
DATE: March 14, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Johnson Knudson BI Fav/CS
2. McKay McKay CM Favorable
3. RC
Please see Section IX. for Additional Information:
COMMITTEE SUBSTITUTE - Substantial Changes
I. Summary:
CS/SB 480 allows nonprofit agricultural organizations to offer medical benefit plans and
specifies that such plans are not insurance for purposes of the Florida Insurance Code (code).
The exemption of these plans from the code will provide individuals and families with access to
non-insurance products, medical benefit plans, through membership in a nonprofit agricultural
organization. Many rural communities have limited access to medical providers and affordable
health insurance coverage.1 The medical benefit plans offered by an eligible nonprofit
agricultural organization authorized pursuant to the bill will be exempt from insurance regulation
and consumer protections that apply to health insurers, health maintenance organizations, and
their policies and contracts under the code.
The bill may have an indeterminate negative fiscal impact on state government premium tax
revenues to the extent that purchasers of health insurance policies or health maintenance
organization contracts shift their business from these insurance products insurance to the exempt
health plans offered by nonprofit agricultural organizations.
The bill takes effect July 1, 2025.
1
Brownfield, State Farm Bureaus work to join successful health care coverage program (Mar. 22, 2024),
https://www.brownfieldagnews.com/news/state-farm-bureaus-work-to-join-successful-health-care-coverage-program/
(last visited Feb. 25, 2025).
BILL: CS/SB 480 Page 2
II. Present Situation:
The Patient Protection and Affordable Care Act (PPACA)2
On March 23, 2010, PPACA was signed into law. Among its sweeping changes to the U.S.
health insurance system are requirements for health insurers to make coverage available to all
individuals and employers,3 without exclusions, for preexisting medical conditions4 and without
basing premiums on any health-related factors. PPACA imposes many insurance requirements,
such as coverage of essential health benefits,5 prohibition on lifetime dollar limits6 on essential
health benefits, rating and underwriting standards, reporting of medical loss ratios and payment
of rebates,7 internal and external appeals of adverse benefit determinations, and other
requirements.8 PPACA preempts any state law that prevents the application of a PPACA.
Some health insurance products that consumers may purchase are not required to comply with all
the federal health insurance requirements. For example, short-term limited duration insurance9
and excepted benefits10 are not required to comply with PPACA requirements. The short-term
plans generally have substantially lower premiums than PPACA plans. However, they exclude
individuals with pre-existing conditions and offer more limited benefits than PPACA plans.11
Regulation of Insurance in Florida
Florida’s Office of Insurance Regulation (OIR)12 is responsible for the regulation of all activities
of insurers and other risk-bearing entities, including licensure, rates,13 policy forms, market
conduct, claims, solvency, administrative supervision, as provided under the Florida Insurance
2
P.L. 111-148, 124 Stat. 119-1945 (2010). PPACA was amended by P.L. 111-152, the Health Care and Education
Reconciliation Act of 2010.
3
PPACA s. 1201; PHSA s. 2702 (42 U.S.C. s. 300gg-1).
4
42 U.S.C. s. 300gg-3.
5
Department of Financial Services, Division of Consumer Services, Health Care Reform and You (Sept. 2021),
https://myfloridacfo.com/docs-sf/consumer-services-libraries/consumerservices-documents/understanding-
coverage/consumer-guides/health-care-reform_english-web_fl.pdf?sfvrsn=97e2ae45_1 (last visited Feb. 24, 2025).
6
PPACA s. 1001; PHSA s. 2711 (42 U.S.C. s. 300gg-11).
7
42 USC 300gg-1. PPACA requires health insurers to report to the HHS information concerning the percent of premium
revenue spent on claims for clinical services and activities (medical loss ratio or MLR). Insurers must provide a rebate to
consumers if the MLR is less than 85 percent in the large group market and 80 percent in the small group and individual
markets.
8
The federal Tax Cut and Jobs Act of 2017 eliminated the individual coverage mandate tax penalty, effective 2019. Public
Law No. 115-97.
9
Centers for Medicare and Medicaid Services, Short-term, limited-duration insurance and independent, coordinated excepted
benefits coverage (Mar. 28, 2024), https://www.cms.gov/newsroom/fact-sheets/short-term-limited-duration-insurance-and-
independent-noncoordinated-excepted-benefits-coverage-cms (last visited Feb. 25, 2025).
10
45 CFR s. 148.220. Excepted benefits include coverage only for accident, disability income insurance, liability insurance,
workers’ compensation insurance, automobile medical payments insurance, and other specified coverage.
11
Kaiser Family Foundation, Why Do Short-Term Health Insurance Plans Have Lower Premiums Than Plans That Comply
with the ACA? (Oct. 31, 2018), https://www.kff.org/affordable-care-act/issue-brief/why-do-short-term-health-insurance-
plans-have-lower-premiums-than-plans-that-comply-with-the-aca/ (last visited Feb. 25, 2025).
12
The OIR is an office under the Financial Services Commission (commission), which is composed of the Governor, the
Attorney General, the Chief Financial Officer, and the Commissioner of Agriculture. The commission is not subject to
control, supervision, or direction by the Department of Financial Services in any manner, including purchasing, transactions
involving real or personal property, personnel, or budgetary matters. Section 20.121(3), F.S.
13
Pursuant to s. 627.062(1), F.S., rates may not be excessive, inadequate, or unfairly discriminatory.
BILL: CS/SB 480 Page 3
Code (code).14 Insurance is classified into the following kinds of insurance: life, health, property,
casualty, surety, marine, and title.15 The code defines “insurance” as a contract whereby one
undertakes to indemnify another or pay or allow a specified amount or a determinable benefit
upon determinable contingencies.16 Health insurance is insurance of human beings against bodily
injury, disablement, or death by accident or accidental means, or the expense thereof, or against
disablement or expense resulting from sickness, and every insurance pertaining to it.17 Health
insurance does not include workers’ compensation coverage, except as provided in s. 624.406,
F.S.18
The OIR monitors the solvency of insurers, and takes administrative action, if necessary, against
any authorized insurer if OIR determines that the continued operation of the insurer may be
deemed hazardous to its policyholders or creditors, or to the general public.19 If an insurer is
found to be insolvent and is ordered to be liquidated by a court, a receiver takes over the insurer
under court supervision and processes the assets and liabilities through liquidation.
Generally, once an insurance company is liquidated, an insurance guaranty association becomes
liable for the policy or contract obligations of the liquidated insurance company. In Florida, the
Florida Life and Health Insurance Guaranty Association (association)20 is the guaranty
association for most insurance companies that write life, health insurance or annuities in
Florida.21 Insurance guaranty funds are designed to protect policyholders of liquidated insurers
from financial losses and delays in claim payments, up to limits provided by law.22 The
association services covered policies and contracts, collects premiums, and pays valid claims.23
All insurers authorized to write life insurance policies, health insurance policies, supplemental
contracts, and annuity contracts (with exceptions) in Florida are required, as a condition of doing
business in this state, to be member insurers of the association.24
Health Benefits Exempt from the Florida’s Insurance Code
Currently the code exempts nonprofit religious organizations,25 commonly known as a health
care sharing ministry, from the regulatory requirements and consumer protections if the
nonprofit religious organization meets the following requirements:
14
Section 20.121(3)(a)1., F.S.
15
Section 624.6011, F.S.
16
Section 624.402, F.S.
17
Section 624.403, F.S.
18
Id.
19
Section 624.805, F.S.
20
For a consumer or subscriber that has coverage through a health maintenance organization (HMO), the Health Maintenance
Organization Consumer Assistance Plan under part IV of chapter 631, F.S., was created to protect subscribers of HMOs,
subject to certain limitations, against the failure of an HMO to perform its contractual obligations due to its solvency. Section
631.812, F.S.
21
Part III of ch. 631, F.S.
22
Section 631.712, F.S.
23
See the association’s website available at https://www.flahiga.org/About (last viewed Feb. 24, 2025). The maximum
amount of protection provided by the association for major medical health insurance is $500,000 per insured life. Florida Life
& Health Insurance Guaranty Association - Frequently Asked Questions (last visited Feb. 25, 2025).
24
Sections 631.713 and 631.715, F.S.
25
Section 624.1265, F.S., refers to health care sharing ministries as “nonprofit religious organizations.” A health care sharing
ministry is an organization that facilitates the sharing of health care expenses among individuals with similar and sincerely
BILL: CS/SB 480 Page 4
• Qualifies under Title 26, s. 501 of the Internal Revenue Code of 1986, as amended.
• Limits its participants to those members who share a common set of ethical or religious
beliefs.
• Acts as a facilitator among participants who have financial, physical, or medical needs to
assist those with financial, physical, or medical needs in accordance with criteria established
by the nonprofit religious organization.
• Provides for the financial or medical needs of a participant through contributions from other
participants, or through payments directly from one participant to another participant.
• Provides amounts that participants may contribute, with no assumption of risk and no
promise to pay among the participants or by the nonprofit religious organization to the
participants.
• Provides a monthly accounting to the participants of the total dollar amount of qualified
needs shared in the previous month in accordance with criteria established by the nonprofit
religious organization.
• Conducts an annual financial audit that is performed by an independent certified public
accountant in accordance with generally accepted accounting principles and that is made
available to the public by providing a copy upon request or by posting on the nonprofit
religious organization’s website.
• Does not market or sell health plans through insurance agents licensed by the Department of
Financial Services under Ch. 626, F.S.
The nonprofit religious organization must provide a written disclaimer on or accompanying all
applications and guideline materials distributed by or on behalf of the nonprofit religious
organization. The disclaimer must read in substance:
“Notice: The organization facilitating the sharing of medical expenses is not an insurance
company, and neither its guidelines nor its plan of operation is an insurance policy.
Membership is not offered through an insurance company, and the organization is not
subject to the regulatory requirements or consumer protections of the Florida Insurance
Code. Whether anyone chooses to assist you with your medical bills will be totally
voluntary because no other participant is compelled by law to contribute toward your
medical bills. As such, participation in the organization or a subscription to any of its
documents should never be considered to be insurance. Regardless of whether you
receive any payments for medical expenses or whether this organization continues to
operate, you are always personally responsible for the payment of your own medical
bills.”
However, the provisions of s. 624.1265, F.S. do not prevent:
• A participant from limiting the financial or medical needs that may be eligible for payment;
or
• The nonprofit religious organization from canceling the membership of a participant when
such participant indicates his or her unwillingness to participate by failing to meet the
conditions of membership for a period greater than 60 days.
held beliefs. These organizations resemble insurance in that members generally pay monthly membership fees and submit
claims when they incur medical bills.
BILL: CS/SB 480 Page 5
Approximately 30 states have exempted health care sharing ministries (HCSM) explicitly from
insurance regulation.26 A member of a health care sharing ministry (HCSM) will typically
contribute a monthly payment to cover the qualifying medical expenses of other members. The
HCSMs will match paying members who need the health care funds or pool all the monthly
shares and administer payments to members directly. Some people may enroll in HCSMs
because of their typically lower upfront costs, compared to PPACA-compliant plans. HCSMs are
not insurance and cannot guarantee payment of claims, i.e., while they may share funds with
members who have health needs, they are not legally required to do so. Further, the HCSMs do
not have to comply with state or federal insurance regulations and consumer protections.
According to the Department of Financial Services,27 plans offered by the HCSM are not subject
to federal and state mandated benefits and there is no guaranty fund if a company ceases
operation. There is little oversight of the organizations since no state or federal agency has
regulatory authority unless the organization is determined to be operating illegally in a state.
There is a history of illicit organizations claiming they are exempt from state laws based on a
health care sharing ministry exemption. Several of these organizations have ceased to operate
over the past several years and left individuals throughout the United States with unpaid medical
bills.
Nonprofit Agricultural Organizations that Offer Medical Benefit Plans Exempted from
Insurance Regulation in Other States
The American Farm Bureau Federation is a national organization that was established in 1919 to
advocate for the interests of farmers, ranchers, and other persons associated with agriculture.
There are state farm bureau offices in all 50 states and in Puerto Rico.28 Membership in a local
farm bureau is open to anyone who pays the membership fee. Each state farm bureau provides
member benefits, which may include offering health care benefits to its members.29
Several states have exempted nonprofit agricultural organizations or cooperatives, which offer
and sell medical benefit plans, from state insurance regulations and consumer protections. State
Farm Bureaus offer medical benefit plans in several states30 an alternative to health insurance
coverage that aims to offer lower costs for individual benefits to members and their families,
self-employed farmers, and others.31 The Farm Bureau Health Plans in Tennessee, a member
service company of the Tennessee Farm Bureau Federation, has been offering medical benefit
26
National Association of Insurance Commissioners, What you should know about health care sharing ministries, discount
plans, and risk sharing plans, (Dec. 13, 2023), https://content.naic.org/article/what-you-should-know-about-health-care-
sharing-ministries-discount-plans-and-risk-sharing-plans (last visited Feb. 25, 2025).
27
Department of Financial Services, Legislative Bill Analysis of SB 480, as filed (Feb. 14, 2025).
28
American Farm Bureau Federation, Who we are, https://www.fb.org/about/who-we-are (last visited Feb. 24, 2025).
29
Congressional Research Service, Applicability of Federal Requirements to Selected Coverage Arrangements: An Overview
(Nov. 13, 2019), https://crsreports.congress.gov/product/pdf/IF/IF11359/3 (last visited Feb. 24, 2025).
30
Arkansas (2023 SB 324), Indiana (IN Code s. 27-1-2.2-4), Iowa (IA s. 505.20), Kansas (KS Stat s.40-2222), Nebraska (NE
Code s. 44-7,119), North Dakota (2023 SB 2349), South Dakota (2021 SB 87), Tennessee (TN Code s. 56-2-121), Texas (TX
Ins Code s. 1682.005).
31
Insurance Newsnet, Farm bureau launches new health plan that is everything but 'insurance' (Oct. 12, 2024),
https://insurancenewsnet.com/oarticle/farm-bureau-launches-new-health-plan-that-is-everything-but-insurance (last visited
Feb. 24, 2025).
BILL: CS/SB 480 Page 6
plans since 1947 and currently provides medical benefit plans for more than 200,000 residents.32
The vast majority of farmers and farm workers who lack health insurance coverage have incomes
below 400 percent of the federal poverty level, which is the income cut-off for federal subsidies
on policies offered on the Health Insurance Marketplace33 that help pay for premiums in the
individual health insurance market.34 In addition to individual and family plans, Medicare, dental
and vision, and small employer medical benefit plans are offered to members.35
In regard to pre-existing condition waiting periods, benefits will not be provided until a member
has completed a waiting period of at least six months for all contracts and nine months for
maternity on family contracts.36 These plans require medical underwriting,37 which may affect
eligibility and rates.38 The plans are not compliant with PPACA, which means they can
medically underwrite covered individuals, impose waiting periods for preexisting conditions, and
are not required to provide essential health benefits, etc. These plans are only available to Farm
Bureau members, though an individual does not necessarily need to be affiliated with the
agricultural industry to become a member.9
In 2017, Minnesota39 enacted legislation that allows for the formation of agricultural
cooperatives to operate self-funded health plans. Plan membership is restricted to farmers or
other people in the agriculture industry.40 The plans accept all who apply but are underwritten
such that people with prior health conditions can be charged higher premiums.41
III. Effect of Proposed Changes:
Section 1 creates s. 624.4032, F.S., relating to nonprofit agricultural organization medical benefit
plans, to authorize nonprofit agricultural organizations to offer health benefit options to their
32
Farm Bureau Health Plans Tennessee, Why Choose Farm Bureau Health Plans? | Farm Bureau Health Plans (last visited
Feb. 27, 2025).
33 HealthCare.gov, Welcome to the Health Insurance Marketplace, Welcome to the Health Insurance Marketplace® |
HealthCare.gov (last visited Feb. 25, 2025). The website provides individuals with access to obtaining PPACA-compliant
health insurance coverage during open enrollment and special enrollment periods. Individuals may qualify for subsidies or
Medicaid, contingent on their income.
34
Center on Budget and Policy Priorities, Expanding Skimpy Health Plans Is the Wrong Solution for Uninsured Farmers and
Farm Workers (Jul. 17, 2018),
https://www.cbpp.org/research/health/expanding-skimpy-health-plans-is-the-wrong-solution-for-uninsured-farmers-and-farm
(last visited Feb. 25, 2025)
35
Farm Bureau Health Plans Tennessee, Frequently Asked Questions | Farm Bureau Health Plans (last visited Feb. 25, 2025).
36
Farm Bureau Health Plans Tennessee, Individual and Family Plans | Core Choice | Farm Bureau Health Plans (last visited
Feb. 25, 2025).
37
Medical underwriting is a process used by insurers to determine the health status of an applicant for insurance coverage,
and to determine whether to offer an applicant coverage, at what price, and with what exclusions or limits. See
https://www.healthcare.gov/glossary/medical-underwriting/ (last visited Feb. 26, 2025).
38
Farm Bureau Health Plans Tennessee, Home (last visited Jan. 25, 2025).
39
State Health Access Data Assistance Center, Alternatives to ACA Compliant Plans in the Individual Market (Nov. 15,
2019), https://www.shadac.org/news/alternatives-aca-compliant-plans-individual-market (last visited Feb. 25, 2025).
40
The Minnesota Star Tribune, Farmer cooperative health plans may rattle individual market in Minnesota (Nov. 14, 2017),
https://www.startribune.com/farmer-cooperative-health-plans-may-rattle-individual-market-in-minnesota/457321193 (last
visited Feb. 25, 2025).
41
Id.
BILL: CS/SB 480 Page 7
members. The term “nonprofit agricultural organization” means an organization that meets the
following criteria:
• Is domiciled in Florida.
• Is exempt from federal income tax under s. 501(c)(3) of the Internal Revenue Code.
• Was created primarily to promote programs for the development of rural communities and
the economic stability and sustainability of farmers in Florida.
• Exists to serve its members beyond only offering health coverage.
• Collects annual dues from its members.
• Was in existence before 1945.
• Is composed of members who, collectively, are residents of the majority of counties in this
state.
Further, a nonprofit agricultural association:
• May offer medical benefit plans to its members. Such plans are not insurance for purposes of
the Florida Insurance Code.
• Must provide a written disclaimer on or accompanying all applications and marketing
materials for a medical benefit plan, regardless of whether such applications and marketing
materials are distributed by or on behalf of the nonprofit agricultural organization. The
disclaimer must read substantially in the following form:
“Notice: This medical benefit plan is not a health insurance policy or health maintenance
organization contract and is not subject to the regulatory requirements and consumer
protections that apply to health insurance policies or health maintenance organization
contracts under the Florida Insurance Code. The nonprofit agricultural organization
offering this medical benefit plan is not an authorized insurer or authorized health
maintenance organization in Florida and the nonprofit agricultural organization is not
subject to the regulatory requirements or consumer protections of the Florida Insurance
Code.”
• May not market or sell health benefit plans through agents licensed by the department.42
• Must conduct an annual financial audit that is performed by an independent certified public
accountant and make a copy of the audit publicly available upon request or post it online on
the organization’s website.
Because such medical benefit plans are not insurance, various state statutes relating to regulation
of forms and rates, financial regulations, availability of a guaranty funds in the event of an
insolvency and other consumer protections, and mandated benefits will not apply to nonprofit
agricultural organization plans.
Section 2 provides this act takes effect July 1, 2025.
42
The term “department” means the Department of Financial Services.
BILL: CS/SB 480 Page 8
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
Individuals, families, or small businesses who are ineligible for subsidies through the
Health Insurance Marketplace may be able to obtain a lower cost alternative to health
insurance through plans offered by nonprofit agricultural organizations.
If the nonprofit agricultural organization is unable to pay claims or becomes insolvent,
there is no state guaranty fund to pay claims.
C. Government Sector Impact:
Insurance premium tax revenues may be reduced to the extent that purchasers of health
plans shift their business from health insurance to the exempt health plans proposed by
the bill.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
BILL: CS/SB 480 Page 9
VIII. Statutes Affected:
This bill creates section 624.4032 of the Florida Statutes
IX. Additional Information:
A. Committee Substitute – Statement of Substantial Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
CS by Banking and Insurance on Mar. 10, 2025:
The CS:
• Revises and transfers the provisions of the bill from newly created Part II of ch.
632, F.S., to newly created s. 624.4032, F.S.
• Replaces the term, “health coverage,” a health insurance related term, with the
term, “medical benefit plans.”
• Authorizes nonprofit agricultural organizations to offer health benefit plans to
their members, and specifies such coverage is not insurance for purposes of the
Florida Insurance Code.
• Requires a nonprofit agricultural organization to provide a written disclaimer on
or accompanying all applications and marketing materials for a medical benefit
plan.
• Provides that a nonprofit agricultural organization may not market or sell health
benefit plans through agents licensed by the department.
• Requires a nonprofit agricultural organization to conduct an annual financial audit
that is performed by an independent certified public accountant and make a copy
publicly available upon request or post it online on the organization’s website.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2025 CS for SB 480 Florida Senate - 2025 CS for SB 480
By the Committee on Banking and Insurance; and Senator DiCeglie
597-02250-25 2025480c1 597-02250-25 2025480c1
1 A bill to be entitled 30 (a) Is domiciled in this state.
2 An act relating to nonprofit agricultural organization 31 (b) Is exempt from federal income tax under s. 501(c)(3) of
3 medical benefit plans; creating s. 624.4032, F.S.; 32 the Internal Revenue Code.
4 providing legislative purpose; defining the term 33 (c) Was created primarily to promote programs for the
5 “nonprofit agricultural organization”; authorizing 34 development of rural communities and the economic stability and
6 nonprofit agricultural organizations to provide 35 sustainability of farmers in this state.
7 medical benefit plans; specifying that such plans are 36 (d) Exists to serve its members beyond only offering
8 not insurance for purposes of the Florida Insurance 37 medical expense plans.
9 Code; requiring a specified disclosure; providing 38 (e) Collects annual dues from its members.
10 requirements for the disclosure; prohibiting the 39 (f) Was in existence before 1945.
11 nonprofit agricultural organization from marketing or 40 (g) Is composed of members who, collectively, are residents
12 selling a medical benefit plan through specified 41 of the majority of counties in this state.
13 agents; requiring the nonprofit agricultural 42 (3) A nonprofit agricultural organization:
14 organization to conduct an annual financial audit and 43 (a) May offer medical benefit plans to its members. Such
15 make such audit publicly available; providing an 44 plans are not insurance for purposes of the Florida Insurance
16 effective date. 45 Code.
17 46 (b) Shall provide a written disclaimer on or accompanying
18 Be It Enacted by the Legislature of the State of Florida: 47 all applications and marketing materials for a medical benefit
19 48 plan, regardless of whether such applications and marketing
20 Section 1. Section 624.4032, Florida Statutes, is created 49 materials are distributed by or on behalf of the nonprofit
21 to read: 50 agricultural organization. The disclaimer must be in contrasting
22 624.4032 Nonprofit agricultural organization medical 51 color and at least 12-point type. The disclaimer must read in
23 benefit plans.— 52 substantially the following form:
24 (1) The purpose of this section is to authorize nonprofit 53
25 agricultural organizations to offer medical benefit plans to 54 Notice: This medical benefit plan is not a health
26 their members. 55 insurance policy or health maintenance organization
27 (2) For purposes of this section, the term “nonprofit 56 contract and is not subject to the regulatory
28 agricultural organization” means an organization that meets all 57 requirements and consumer protections that apply to
29 of the following criteria: 58 health insurance policies or health maintenance
Page 1 of 3 Page 2 of 3
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2025 CS for SB 480
597-02250-25 2025480c1
59 organization contracts under the Florida Insurance
60 Code. The nonprofit agricultural organization offering
61 this medical benefit plan is not an authorized insurer
62 or authorized health maintenance organization in
63 Florida and the nonprofit agricultural organization is
64 not subject to the regulatory requirements or consumer
65 protections of the Florida Insurance Code.
66
67 (c) May not market or sell medical benefit plans through
68 agents licensed by the department.
69 (d) Must conduct an annual financial audit that is
70 performed by an independent certified public accountant in
71 accordance with generally accepted accounting principles and
72 make it publicly available either by providing a copy upon
73 request or posting it on the nonprofit agricultural
74 organization’s website.
75 Section 2. This act shall take effect July 1, 2025.
Page 3 of 3
CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
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The Florida Senate
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The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: CS/SB 922
INTRODUCER: Commerce and Tourism Committee and Senator Leek
SUBJECT: Employment Agreements
DATE: March 18, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. McMillan McKay CM Fav/CS
2. JU
3. RC
Please see Section IX. for Additional Information:
COMMITTEE SUBSTITUTE - Technical Changes
I. Summary:
CS/SB 922 creates the “Florida Trade Secret Protection Act, which establishes the framework
and use of covered garden leave agreements and covered noncompete agreements between a
covered employer and a covered employee.
The bill defines “covered garden leave agreement” as a written agreement between a covered
employee and covered employer in which:
• The parties agree to up to, but no more than, 4 years of advance, express notice before
terminating the employment or contractor relationship;
• The covered employee agrees not to resign before the end of the notice period; and
• The covered employer agrees to retain the covered employee for the duration of the notice
period and to continue providing the same salary and benefits that the employee was
receiving in the last month before commencement of the notice period.
The bill takes effect July 1, 2025.
II. Present Situation:
Federal Antitrust Laws
In 1890, Congress passed the first antitrust law, the Sherman Act, as a comprehensive charter of
economic liberty aimed at preserving free and unfettered competition as the rule of trade.
BILL: CS/SB 922 Page 2
Congress subsequently passed two additional antitrust laws in 1914: the Federal Trade
Commission Act, which created the Federal Trade Commission (FTC), and the Clayton Act.
Currently, these are the three core federal antitrust laws.1
The Sherman Act
The Sherman Act outlaws every contract, combination, or conspiracy in restraint of trade, and
any monopolization, attempted monopolization, or conspiracy or combination to monopolize.
The Sherman Act does not prohibit every restraint of trade – only those that are unreasonable.
For example, an agreement between two individuals to form a partnership may restrain trade, but
may not do so unreasonably, and thus may be lawful under the antitrust laws. In contrast, certain
acts are considered “per se” violations of the Sherman Act because they are harmful to
competition. These include plain arrangements among competing individuals or businesses to fix
prices, divide markets, or rig bids.2
The penalties for violating the Sherman Act can be severe. Although most enforcement actions
are civil, the Sherman Act is also a criminal law, and individuals and businesses that violate it
may be prosecuted by the U.S. Department of Justice. Criminal prosecutions are typically limited
to intentional and clear violations. The Sherman Act imposes criminal penalties of up to $10
million for a corporation and $350,000 for an individual, along with up to 3 years in prison.3
Under some circumstances, the maximum fines can be higher.4
The Federal Trade Commission Act
The Federal Trade Commission Act prohibits unfair methods of competition and unfair or
deceptive acts or practices.5 The U.S. Supreme Court has ruled that all violations of the Sherman
Act also violate the FTC Act. Therefore, the FTC can bring cases under the FTC Act against the
same kinds of activities that violate the Sherman Act. The FTC Act also reaches other practices
that harm competition but may not fit neatly into categories of conduct formally prohibited by
the Sherman Act. Only the FTC may bring cases under the FTC Act.6
The Clayton Act
The Clayton Act addresses specific practices that the Sherman Act does not clearly prohibit, such
as mergers and interlocking directorates.7 It also bans mergers and acquisitions where the effect
may substantially lessen competition or create a monopoly. As amended by the Robinson-
Patman Act of 1936, the Clayton Act also prohibits certain discriminatory prices, services, and
allowances in dealings between merchants. The Clayton Act was amended again in 1976 by the
1
See The Antitrust Laws, Federal Trade Commission, available at https://www.ftc.gov/tips-advice/competition-
guidance/guide-antitrust-laws/antitrust-laws (last visited Mar. 18, 2025).
2
Id.
3
Antitrust Enforcement and the Consumer, U.S. Department of Justice, available at
https://www.govinfo.gov/content/pkg/GOVPUB-J-PURL-LPS16084/pdf/GOVPUB-J-PURL-LPS16084.pdf (last visited
Mar. 18, 2025). See also 15 U.S.C.A. § 2
4
Id.
5
15 U.S.C. §§ 41-58.
6
The Antitrust Laws, Federal Trade Commission, available at https://www.ftc.gov/tips-advice/competition-guidance/guide-
antitrust-laws/antitrust-laws (last visited Mar. 18, 2025).
7
“Interlocking directorates” means the same person making business decisions for competing companies. See also Id.
BILL: CS/SB 922 Page 3
Hart-Scott-Rodino Antitrust Improvements Act to require companies planning large mergers or
acquisitions to notify the government of their plans in advance. Additionally, private parties are
authorized to sue for triple damages when they have been harmed by conduct that violates either
the Sherman or Clayton Act and to obtain a court order prohibiting the anticompetitive practice
prospectively.8
Florida Antitrust Laws
Florida law also provides protections against anticompetitive practices. Chapter 542, F.S., the
Florida Antitrust Act of 1980, intended to complement the body of federal law prohibiting
restraints of trade or commerce in order to foster effective competition.9 It outlaws every
contract, combination, or conspiracy in restraint of trade or commerce in Florida10 and any
person from monopolizing or attempting or conspiring to monopolize any part of trade.11
Contracts in Restraint of Trade or Commerce
Generally, a contract in restraint of trade or commerce in Florida is unlawful.12 However, non-
competition restrictive covenants13 contained in employment agreements that are reasonable in
time, area, and line of business, are not prohibited.14 In any action concerning enforcement of a
restrictive covenant, a court may not enforce a restrictive covenant unless it is set forth in a
writing signed by the person against whom enforcement is sought, and the person seeking
enforcement of a restrictive covenant must prove the existence of one or more legitimate
business interests justifying the restrictive covenant.15 The term “legitimate business interest”
includes, but is not limited to:
• Trade secrets;16
• Valuable confidential business or professional information that does not otherwise qualify as
trade secrets;
• Substantial relationships with specific prospective or existing customers, patients, or clients;
• Customer, patient, or client goodwill associated with:
o An ongoing business or professional practice, by way of trade name, trademark, service
mark, or “trade dress;”
o A specific geographic location; or
o A specific marketing or trade area; or
• Extraordinary or specialized training.17
8
Id.
9
Section 542.16, F.S.
10
Section 542.18, F.S.
11
Section 542.19, F.S.
12
Section 542.18, F.S.
13
Section 542.335, F.S. employs the term “restrictive covenants” and includes all contractual restrictions such as
noncompetition/nonsolicitation agreements, confidentiality agreements, exclusive dealing agreements, and all other
contractual restraints of trade. See Henao v. Prof'l Shoe Repair, Inc., 929 So.2d 723, 726 (Fla. 5th DCA 2006).
14
Section 542.335(1), F.S.
15
Id.
16
Section 688.002(4), F.S., defines a “trade secret” as information, including a formula, pattern, compilation, program,
device, method, technique, or process that derives independent economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its
disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
17
Section 542.335(1)(b), F.S.
BILL: CS/SB 922 Page 4
Any restrictive covenant not supported by a legitimate business interest is unlawful and is void
and unenforceable.18 A person seeking enforcement of a restrictive covenant must prove that the
contractually specified restraint is reasonably necessary to protect the legitimate business interest
or interests justifying the restriction.19
Trade Secrets
Section 812.081, F.S., defines a “trade secret” as the whole or any portion or phase of any
formula, pattern, device, combination of devices, or compilation of information which is for use,
or is used, in the operation of a business and which provides the business an advantage, or an
opportunity to obtain an advantage, over those who do not know or use it. The term includes any
scientific, technical, or commercial information, including financial information, and includes
any design, process, procedure, list of suppliers, list of customers, business code, or
improvement thereof, whether tangible or intangible, and regardless of whether or how it is
stored, compiled, or memorialized physically, electronically, graphically, photographically, or in
writing. Irrespective of novelty, invention, patentability, the state of the prior art, and the level of
skill in the business, art, or field to which the subject matter pertains, a trade secret is considered
to be:
• Secret;
• Of value;
• For use or in use by the business; and
• Of advantage to the business, or providing an opportunity to obtain an advantage, over those
who do not know or use it.20
Penalties
Florida law criminalizes the disclosure or theft of trade secrets. For example:
• Section 815.04, F.S., makes it a third degree felony21 for a person to willfully, knowingly,
and without authorization disclose or take data, programs, or supporting documentation that
are trade secrets that reside or exist internal or external to a computer, computer system,
computer network, or electronic device.22
• Section 812.081(2), F.S., makes it a third degree felony for a person to willfully and without
authorization, obtain or use, or endeavor to obtain or use, a trade secret with the intent to
either temporarily or permanently:
o Deprive or withhold from the trade secret’s owner the control or benefit of a trade secret;
or
o Appropriate a trade secret to his or her own use or to the use of another person not
entitled to the trade secret.
18
Id.
19
Section 542.335(1)(c), F.S.
20
Section 812.081(1)(f), F.S.
21
A third degree felony is punishable by up to 5 years imprisonment and a $5,000 fine. See ss. 775.082 and 775.083, F.S.
22
The offense is a second degree felony if committed for the purpose of devising or executing any scheme or artifice to
defraud or to obtain property.
BILL: CS/SB 922 Page 5
• Section 812.081(3), F.S., makes it a second degree felony23 for a person who traffics in, or
endeavors to traffic in, a trade secret that he or she knows or should know was obtained or
used without authorization.
Restrictive Covenants in Florida Health Care
Under s. 542.336, F.S., a restrictive covenant entered into with a physician who practices a
medical specialty in a county where one entity employs or contracts with all physicians who
practice that specialty in that county, is not supported by a legitimate business interest and is
void and unenforceable.24 The restrictive covenant remains void and unenforceable until three
years after the date on which a second entity that employs or contracts with one or more
physicians who practice that specialty begins serving patients in that county.25
In 21st Century Oncology, Inc., the plaintiff sought a preliminary injunction to enjoin the
application and enforcement of s. 542.336, F.S. In August of 2019, the U.S. District Court for the
Northern District of Florida denied the injunction. While s. 542.336, F.S., was found to impair
the plaintiff's employment contracts within the meaning of the Contracts Clause, the court held
that the degree of impairment did not outweigh the statute’s significant, legitimate public
purpose.26
Federal Trade Commission Rule
In September of 2024, the FTC’s rule27 against noncompete agreements was set to take effect to
promote competition by banning noncompete agreements nationwide.28 Under the rule, existing
noncompete agreements29 for most workers would no longer be enforceable.30 Existing
23
A second degree felony is punishable by up to 15 years imprisonment and a $10,000 fine. See ss. 775.082 and 775.083,
F.S.
24
Section 542.336, F.S.
25
Id.
26
The ostensible public purpose of section 542.336 is to reduce healthcare costs and improve patients' access to physicians.
See s. 542.336, F.S.; ECF No. 64 at 8 (Attorney General's post-hearing brief, stating “section 542.336 explicitly sets forth its
own rational basis in declaring that the restrictive covenants addressed by it are not supported by a legitimate business
interest, restrict patient access to physicians, and increase costs”). It is well settled that access to affordable healthcare is a
legitimate state interest.” See also 21st Century Oncology, Inc. v. Moody, 402 F. Supp. 3d 1351, 1359 (N.D. Fla. 2019).
“Allopathy” is a system of medical practice that emphasizes diagnosing and treating disease and the use of conventional,
evidence-based therapeutic measures (such as drugs or surgery). See also Merriam-Webster Dictionary, “allopathy,”
available at https://www.merriam-webster.com/dictionary/allopathy (last visited Mar. 18, 2025). “Osteopathy” is a system of
medical practice that emphasizes a holistic and comprehensive approach to patient care and utilizes the manipulation of
musculoskeletal tissues along with therapeutic measures to prevent or treat disease. See also Merriam-Webster Dictionary,
“osteopathy,” available at https://www.merriam-webster.com/dictionary/osteopathy (last visited Mar. 18, 2025).
27
16 C.F.R. § 910.1-6
28
FTC Announces Rule Banning Noncompetes, The Federal Trade Commission, available at https://www.ftc.gov/news-
events/news/press-releases/2024/04/ftc-announces-rule-banning-noncompetes (last visited Mar. 18, 2025).
29
The rule defines “noncompete clause” as one that prevents the worker from seeking or accepting new employment “after
the conclusion” of the current employment. Thus, under the rule “garden leave agreements” may or may not be prohibited
depending on how they are structured. For instance, a garden leave agreement where the employee remains employed but is
not allowed to access the business during the garden leave period should be permissible. See id.
30
Id. The following are exceptions listed under the rule: (1) noncompete agreements that are entered into by a person
pursuant to a bona fide sale of a business entity, of the person’s ownership interest in a business entity, or of all or
substantially all of a business entity’s operating assets; (2) noncompete agreements where a cause of action related to a
noncompete clause accrued prior to the effective date of the rule; and (3) where a person has a good faith basis to believe that
the rule is inapplicable. See 16 C.F.R. § 910.1-6.
BILL: CS/SB 922 Page 6
noncompete agreements for senior executives31 would remain in force, however, new
noncompete agreements, even if they involve senior executives would be banned.32 Additionally,
the rule requires employers to provide notice to workers other than senior executives who are
bound by an existing noncompete agreement that they will not be enforceable.33 Ultimately, the
rule determined that it is an unfair method of competition for employers to enter into
noncompete agreements with workers, and therefore noncompete agreements are a violation of
Section 5 of the FTC Act.34
On July 23, 2024, the U.S. District Court for the Eastern District of Pennsylvania issued a
decision, which held that the FTC had the authority to issue its rule banning most employment
based noncompete agreements.35
On August 14, 2024, the U.S. District Court for the Middle District of Florida entered a limited
injunction prohibiting the FTC from enforcing the FTC’s noncompete rule. The court used the
“major questions doctrine” to argue that the FTC did not have a valid grant of congressional
authority to enact the rule.36
On August 20, 2024, the U.S. District Court for the Northern District of Texas granted summary
judgement to the plaintiffs in Ryan, LLC v. FTC, which sets aside the FTC’s noncompete clause
rule.37 The court found that the FTC has no authority to promulgate substantive rules regarding
unfair competition, and the rule is invalid because it is arbitrary and capricious.38
III. Effect of Proposed Changes:
Section 1 of the bill creates Part I of ch. 542, F.S., consisting of ss. 542.15-542.36, F.S., entitled
“The Florida Antitrust Act of 1980.”
The Florida Trade Secret Protection Act
Section 2 of the bill creates Part II of ch. 542, F.S., consisting of ss. 542.41-542.25, F.S., entitled
“The Florida Trade Secret Protection Act.”
31
The FTC defines “senior executive” as someone who earns at least $151,164 per year and has “policy making” authority.
“Policy making” authority means a role that involves making decisions that significantly impact business.
32
Id. The final rule defines “senior executives” as workers earning more than $151,164 annually and who are in policy-
making positions. See id. See also 16 C.F.R. § 910.1-6.
33
Id.
34
Id. The FTC found that employers have several alternatives to noncompete agreements that still enable them to protect
their investments without having to enforce a noncompete agreement. For instance, trade secret laws and non-disclosure
agreements both provide employers with means to protect proprietary and other sensitive information. See id.
35
ATS Tree Services, LLC. v. Federal Trade Commission, WL 3511630 (E.D. Pa. 2024). The court found that the FTC has
broad authority to regulate “unfair methods of competition” under the FTC Act. See also 15 U.S.C. §§ 41-58.
36
Properties of the Villages, Inc. v. Federal Trade Commission, WL 3870380 (M.D. Fla. 2024). The “major questions
doctrine” requires administrative agencies issuing rules of extraordinary economic and political significance to point to clear
and unambiguous congressional intent to confer such power on the agency.
37
Ryan, LLC v. Federal Trade Commission, 746 F.Supp.3d 369 (N.D. Tex. 2024). This is a nation wide injunction. The FTC
is
38
Id.
BILL: CS/SB 922 Page 7
The bill establishes that the Legislature finds a proper and legitimate state interest is served by
enforcing strong legal protections in contracts between employers and contracted personnel
which encourage optimal levels of information sharing and training and development. The
Legislature further finds that alternative means of protecting confidential information and client,
relationships, such as nondisclosure agreements, fixed-duration term contracts, and
nonsolicitation clauses in employment contracts, are inadequate to protect against the significant
global risks faced by companies in Florida. Additionally, the Legislature finds that predictability
in the enforcement of contracts described in Part II of ch. 542, F.S., encourages investment in
Florida. Therefore, the Legislature determines and declares that Part II of ch. 542, F.S., fulfills an
important state interest.
Definitions
The bill creates the following definitions:
• “Annual mean wage of employees in Florida” or “annual mean wage” means the most recent
annual mean wage as calculated by the United States Department of Labor Bureau of Labor
Statistics, or its successor calculation, for all occupations in Florida.39
• “Benefit” means access to health insurance, life insurance, or disability insurance that is the
same as or similar to the insurance that a covered employee had access to and at the same
cost to that employee during the month before the commencement of his or her notice period.
• “Covered employee” means an employee or individual contractor who earns or is reasonably
expected to earn a salary greater than twice the annual mean wage, or who has access to his
or her employer’s or client’s confidential information or customer relationships. A court must
presume that an employee or individual contractor has access to confidential information or
customer relationships if the employee or individual contractor acknowledges the access or
receipt of such access in writing. The term does not include a person classified as a medical
professional40 as defined in s. 1006.0626, F.S.
• “Covered employer” means an entity or individual who employs or engages a covered
employee.
• “Covered garden leave agreement” means a written agreement, or part of a written
agreement, between a covered employee and covered employer in which:
o The covered employee and covered employer agree to up to, but no more than, 4 years of
advance, express notice before terminating the employment or contractor relationship;
o The covered employee agrees not to resign before the end of such notice period; and
o The covered employer agrees to retain the covered employee for the duration of such
notice period and to continue paying the covered employee the same salary and providing
the same benefits that the covered employee received from the covered employer in the
last month before the commencement of the notice period.41
39
According to the United States Department of Labor Bureau of Labor Statistics, the most recent annual mean wage for all
occupations in Florida is $60,210. Occupational Employment and Wage Statistics, U.S. Bureau of Labor Statistics, available
at https://www.bls.gov/oes/current/oes_fl.htm#00-0000 (last visited Mar. 18, 2025).
40
Section 1006.0626, F.S., defines “medical professional” as a physician licensed under chapter 458 or chapter 459, F.S., a
physician assistant licensed under chapter 458 or chapter 459, F.S., or an advanced practice registered nurse licensed under
s. 464.012, F.S, who provides epilepsy or seizure disorder care.
41
The bill provides that the covered employer is not obligated to provide discretionary incentive compensation or benefits or
have the covered employee continue performing any work during the notice period.
BILL: CS/SB 922 Page 8
• “Covered noncompete agreement” means a written agreement, or a portion of a written
agreement, between a covered employee and a covered employer in which, for a period not
to exceed 4 years and within a specified geographic area, which may be global in scope, the
covered employee agrees not to assume a role with or for another business, entity, or
individual:
o In which the covered employee would provide services similar to the services provided to
the covered employer during the 3 years preceding the noncompete period; or
o In which it is reasonably likely the covered employee would use the confidential
information or customer relationships of the covered employer.
• “Noncompete period” means the time from the covered employee’s termination of
employment through the end of the agreed-upon postemployment period of noncompetition
as set forth in the covered noncompete agreement.
• “Notice period” means the date from the covered employee’s or covered employer’s written
notice of intent to terminate the covered employee’s employment through the date of
termination as set forth in a covered garden leave agreement.
• “Primary place of work” means the location where the covered employee spends more work
time than any other single workplace.
• “Salary” means the base compensation, calculated on an annualized basis, which a covered
employer pays a covered employee, including a base wage, a salary, a professional fee, or
other compensation for personal services, and the fair market value of any benefit other than
cash. Salary does not include health care benefits, severance pay, retirement benefits,
expense reimbursement, distribution of earnings and profits not included as compensation for
personal services, discretionary incentives or awards, or anticipated but indeterminable
compensation, including tips, bonuses, or commissions.
Applicability
This section of the bill applies to a covered garden leave agreement or a covered noncompete
agreement with a covered employee42 who maintains a primary place of work in Florida, as well
as to a covered employee who is subject to a covered garden leave agreement or a covered
noncompete agreement with a covered employer that has a significant nexus with Florida.43 If
any provision of ss. 542.44 or 542.45, F.S., are in conflict with any other law, the provisions of
ss. 542.44 or 542.45, F.S., must govern.
42
A “covered employee” means an employee or individual contractor who earns or is reasonably expected to earn a salary
greater than twice the annual mean wage, or who has access to his or her employer’s or client’s confidential information or
customer relationships. A court must presume that an employee or individual contractor has access to confidential
information or customer relationships if the employee or individual contractor acknowledges the access or receipt of such
access in writing.
43
“Significant nexus” with Florida includes: (1) Having employees, agents, or independent contractors conducting sales or
other business activities in Florida; (2) Maintaining an office or other place of business in Florida; (3) Assembling, installing,
servicing, or repairing products in Florida; (4) Owning, renting, or leasing real property or tangible personal property in
Florida; or (5) Delivering goods to Florida customers using your company-owned leased truck. See Information for Out-of-
State Businesses, The Florida Department of Revenue, available at
https://floridarevenue.com/taxes/businesses/Pages/outstate.aspx#:~:text=Some%20common%20examples%20of%20activitie
s,place%20of%20business%20in%20Florida (last visited March 18, 2025).
BILL: CS/SB 922 Page 9
Garden Leave Agreements
The bill provides that a covered garden leave agreement does not violate public policy as a
restraint of trade44 or as an attempt to monopolize trade or commerce45 in Florida, and is fully
enforceable according to its terms, if the following requirements are met:
• A covered employee is provided proper notice of the covered garden leave agreement before
its execution; and
• The covered garden leave agreement provides that:
o After the first 90 days of the notice period, the covered employee does not have to
provide services to the covered employer;
o The covered employee may engage in nonwork activities at any time, including during
normal business hours, during the remainder of the notice period; and
o The covered employee may, with the permission of the covered employer wile still
employed by the covered employer during the remainder of the notice period.
Noncompete Agreements
The bill establishes that a covered noncompete agreement does not violate public policy as a
restraint of trade, or as an attempt to monopolize trade or commerce in Florida, and is fully
enforceable according to its terms, provided that:
• A covered employee is provided proper notice of the covered noncompete agreement before
its execution; and
• A covered noncompete agreement provides that the noncompete period is reduced day-for-
day by any nonworking portion of the notice period, pursuant to a covered garden leave
agreement between the covered employee and the covered employer, if applicable.
Notice
Both Garden Leave Agreements and Noncompete Agreements
The bill requires proper notice of a covered garden leave agreement or a covered noncompete
agreement in the following circumstances:
• For a prospective covered employee, at least 7 days before a prospective covered employee’s
offer of employment expires; or
• For a current covered employee, at least 7 days before an offer to enter into a covered garden
leave agreement expires.
In either case, a prospective or current covered employee is required to acknowledge in writing
that he or she was expressly advised of the right to seek legal counsel before the execution of the
covered garden leave agreement or the covered noncompete agreement. However, the covered
employer may, without breach of the covered garden leave agreement, waive any portion of the
notice requirement by providing at least 30 days’ advance notice in writing to the covered
employee.
44
See s. 542.18, F.S.
45
See s. 542.19, F.S.
BILL: CS/SB 922 Page 10
Other Agreements
Both Garden Leave Agreements and Noncompete Agreements
The bill provides that this section of the bill does not affect or limit the enforceability of any
other employment agreement or any other agreement.
Remedies
Garden Leave Agreements
Upon application by a covered employer, a court must preliminarily enjoin a covered employee
from providing services to any business, entity, or individual other than the covered employer
during the notice period. The court may modify or dissolve the injunction only if the covered
employee establishes by clear and convincing evidence that:
• The covered employee will not perform, during the notice period, any work similar to the
services provided to the covered employer during the 3-year period preceding the
commencement of the notice period, or use confidential information or customer
relationships of the covered employer; or
• The covered employer has failed to pay or provide the salary and benefits provided for in the
covered garden leave agreement during the notice period and has had a reasonable
opportunity to cure the failure.
Noncompete Agreements
Upon application by a covered employer, a court must preliminarily enjoin a business, an entity,
or an individual from engaging a covered employee during the covered employee’s noncompete
period. The court may modify or dissolve the injunction only if the business, entity, or individual
establishes by clear and convincing evidence, based on public or other nonconfidential
information, that:
• The covered employee will not provide any services similar to the services provided to the
covered employer during the 3-year period preceding the commencement of the noncompete
period, or use confidential information or customer relationships of the covered employer; or
• The business or individual seeking to employ or engage the covered employee is not engaged
in, and is not planning or preparing to engage in, any business activity similar to those
engaged in by the covered employer during the noncompete period.
Both Garden Leave Agreements and Noncompete Agreements
Any information filed with the court which the covered employer deems to be confidential must
be filed under seal to protect trade secrets or avoid substantial injury.
The injunctive relief provided is not an exclusive remedy, and a prevailing covered employer is
entitled to recover all available monetary damages for all available claims.
In any action to enforce this section, the prevailing party is entitled to reasonable attorney fees
and costs.
BILL: CS/SB 922 Page 11
If the covered employee engages in gross misconduct against the covered employer, the covered
employer may reduce the salary or benefits of the covered employee or take other appropriate
action during the notice period or the noncompete period, which reduction or other action may
not be considered a breach of the covered garden leave agreement or the covered noncompete
agreement.
The bill provides that any action regarding a restrictive covenant that does not meet the
definition set forth in this bill of a covered garden leave agreement or a covered noncompete
agreement is governed by s. 542.335, F.S.
Effective Date
The bill takes effect July 1, 2025.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
Article VI, Paragraph 2 of the U.S. Constitution, commonly referred to as the Supremacy
Clause, establishes that the federal constitution, and federal law generally, take
precedence over state laws and constitutions. The Supremacy Clause also prohibits states
from interfering with the federal government’s exercise of its constitutional powers and
from assuming any functions that are exclusively entrusted to the federal government. It
does not, however, allow the federal government to review or veto state laws before they
take effect.46
As described in the “Present Situation” of this bill analysis, on August 20, 2024, the U.S.
District Court for the Northern District of Texas issued an order stopping the FTC from
enforcing the noncompete rule. The FTC has appealed the decision.
46
Supremacy Clause, Cornell Law School, Legal Information Institute, available at
https://www.law.cornell.edu/wex/supremacy_clause (last visited Mar. 18, 2025).
BILL: CS/SB 922 Page 12
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
None.
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill creates the following sections of the Florida Statutes: 542.41, 542.45, 542.42, 542.43,
542.44.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
CS by Commerce and Tourism on March 17, 2025
The committee substitute clarifies that a covered employer is not obligated to provide
"discretionary benefits” or have the covered employee continue performing any work
during the notice period. The amendment also clarifies that a provision should read
"covered garden leave agreement," instead of "covered garden agreement." Lastly, the
amendment fixes a drafting error to the title of a subsection in the bill.
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2025 COMMITTEE AMENDMENT Florida Senate - 2025 COMMITTEE AMENDMENT
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LEGISLATIVE ACTION 11 not to exceed 4 years and within a specified geographic area,
Senate . House 12 which may be global in scope, the covered employee agrees not to
Comm: RCS . 13 assume a role with or for another business, entity, or
03/17/2025 . 14 individual:
. 15 (a) In which the covered employee would provide services
. 16 similar to the services provided to the covered employer during
. 17 the 3 years preceding the noncompete period; or
18 (b) In which it is reasonably likely the covered employee
19 would use the confidential information or customer relationships
20 of the covered employer.
21 (7) “Noncompete period” means the time from the covered
22 employee’s termination of employment through the end of the
23 agreed-upon postemployment period of noncompetition as set forth
24 in the covered noncompete agreement.
25 (8) “Notice period” means the date from the covered
The Committee on Commerce and Tourism (Leek) recommended the 26 employee’s or covered employer’s written notice of intent to
following: 27 terminate the covered employee’s employment through the date of
28 termination as set forth in a covered garden leave agreement.
1 Senate Amendment 29 (9) “Primary place of work” means the location where the
2 30 covered employee spends more work time than any other single
3 Delete lines 126 - 284 31 workplace.
4 and insert: 32 (10) “Salary” means the base compensation, calculated on an
5 provide discretionary incentive compensation or discretionary 33 annualized basis, which a covered employer pays a covered
6 benefits or have the covered employee continue performing any 34 employee, including a base wage, a salary, a professional fee,
7 work during the notice period. 35 or other compensation for personal services, and the fair market
8 (6) “Covered noncompete agreement” means a written 36 value of any benefit other than cash. Salary does not include
9 agreement, or a portion of a written agreement, between a 37 health care benefits, severance pay, retirement benefits,
10 covered employee and a covered employer in which, for a period 38 expense reimbursement, distribution of earnings and profits not
39 included as compensation for personal services, discretionary
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40 incentives or awards, or anticipated but indeterminable 69 covered employer, work for another employer while still employed
41 compensation, including tips, bonuses, or commissions. 70 by the covered employer during the remainder of the notice
42 542.44 Covered garden leave agreement.— 71 period.
43 (1) APPLICABILITY.—This section applies to: 72 (3) NOTICE; WAIVER OF NOTICE.—
44 (a) A covered garden leave agreement with a covered 73 (a) Proper notice of a covered garden leave agreement
45 employee who maintains a primary place of work in this state, 74 requires:
46 regardless of any applicable choice of law provisions; or 75 1. For a prospective covered employee, at least 7 days
47 (b) A covered employee who is subject to a covered garden 76 before a prospective covered employee’s offer of employment
48 leave agreement with a covered employer with a significant nexus 77 expires.
49 to this state. 78 2. For a current covered employee, at least 7 days before
50 79 an offer to enter into a covered garden leave agreement expires.
51 If any provision of this section is in conflict with any other 80 (b) A prospective or current covered employee must
52 law, the provisions of this section shall govern. 81 acknowledge in writing that he or she was expressly advised of
53 (2) RESTRAINT OF TRADE.—A covered garden leave agreement 82 the right to seek legal counsel before the execution of the
54 does not violate public policy as a restraint of trade, as 83 covered garden leave agreement.
55 described in s. 542.18, or an attempt to monopolize trade or 84 (c) The covered employer may, without breach of the covered
56 commerce in this state, as described in s. 542.19, and is fully 85 garden leave agreement, waive any portion of this subsection by
57 enforceable according to its terms, provided that: 86 providing at least 30 days’ advance notice in writing to the
58 (a) A covered employee is provided proper notice of the 87 covered employee.
59 covered garden leave agreement before its execution, as 88 (4) OTHER AGREEMENTS.—This section does not affect or limit
60 described in subsection (3); and 89 the enforceability of any other employment agreement or any
61 (b) The covered garden leave agreement provides that: 90 other agreement.
62 1. After the first 90 days of the notice period, the 91 (5) BREACH OF A COVERED GARDEN LEAVE AGREEMENT; REMEDIES.—
63 covered employee does not have to provide services to the 92 (a) Upon application by a covered employer, a court must
64 covered employer; 93 preliminarily enjoin a covered employee from providing services
65 2. The covered employee may engage in nonwork activities at 94 to any business, entity, or individual other than the covered
66 any time, including during normal business hours, during the 95 employer during the notice period. The court may modify or
67 remainder of the notice period; and 96 dissolve the injunction only if the covered employee establishes
68 3. The covered employee may, with the permission of the 97 by clear and convincing evidence that:
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98 1. The covered employee will not perform, during the notice 127 (c) The injunctive relief provided under this section is
99 period, any work similar to the services provided to the covered 128 not an exclusive remedy, and a prevailing covered employer is
100 employer during the 3-year period preceding the commencement of 129 entitled to recover all available monetary damages for all
101 the notice period, or use confidential information or customer 130 available claims.
102 relationships of the covered employer; or 131 (d) In any action to enforce this section, the prevailing
103 2. The covered employer has failed to pay or provide the 132 party is entitled to reasonable attorney fees and costs.
104 salary and benefits provided for in the covered garden leave 133 (e) If the covered employee engages in gross misconduct
105 agreement during the notice period and has had a reasonable 134 against the covered employer, the covered employer may reduce
106 opportunity to cure the failure. 135 the salary or benefits of the covered employee or take other
107 (b) Upon application by a covered employer, a court must 136 appropriate action during the notice period, which reduction or
108 preliminarily enjoin a business, an entity, or an individual 137 other action may not be considered a breach of the covered
109 from engaging a covered employee during the covered employee’s 138 garden leave agreement.
110 notice period. The court may modify or dissolve the injunction 139 542.45 Covered noncompete agreements.—
111 only if the business, entity, or individual establishes by clear 140 (1) APPLICABILITY.—This section applies to:
112 and convincing evidence, based on public or other 141 (a) A covered noncompete agreement with a covered employee
113 nonconfidential information, that: 142 who maintains a primary place of work in this state, regardless
114 1. The covered employee will not provide any services 143 of any applicable choice of law provisions; or
115 similar to the services provided to the covered employer during 144 (b) A covered employee who is subject to a covered
116 the 3-year period preceding the commencement of the notice 145 noncompete agreement with a covered employer with a significant
117 period, or use confidential information or customer 146 nexus to this state.
118 relationships of the covered employer; or 147
119 2. The business or individual seeking to employ or engage 148 In either case, if any provision of this section is in conflict
120 the covered employee is not engaged in, and is not planning or 149 with any other law, the provisions of this section govern.
121 preparing to engage in, any business activity similar to those 150 (2) RESTRAINT OF TRADE.—A covered noncompete agreement does
122 engaged in by the covered employer during the notice period. 151 not violate public policy as a restraint of trade, as described
123 152 in s. 542.18, or an attempt to monopolize trade or commerce in
124 Any information filed with the court which the covered employer 153 this state, as described in s. 542.19, and is fully enforceable
125 deems to be confidential must be filed under seal to protect 154 according to its terms, provided that:
126 trade secrets or avoid substantial injury. 155 (a) A covered employee is provided proper notice of the
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Bill No. SB 922
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156 covered noncompete agreement before its execution, as described
157 in subsection (3); and
158 (b) A covered noncompete agreement provides that the
159 noncompete period is reduced day-for-day by any nonworking
160 portion of the notice period, pursuant to a covered garden leave
161 agreement between the covered employee and the covered employer,
162 if applicable.
163 (3) NOTICE.—Proper notice of a covered
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By Senator Leek
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1 A bill to be entitled 30 party is entitled to reasonable attorney fees and
2 An act relating to employment agreements; creating 31 costs; authorizing a covered employer to reduce the
3 part I of ch. 542, F.S., entitled “The Florida 32 salary or benefits of a covered employee if he or she
4 Antitrust Act of 1980”; creating part II of ch. 542, 33 engages in gross misconduct; providing that such a
5 F.S., entitled “The Florida Trade Secret Protection 34 reduction is not a breach of the covered garden leave
6 Act”; creating s. 542.41, F.S.; providing a short 35 agreement; creating s. 542.45, F.S.; providing
7 title; creating s. 542.42, F.S.; providing legislative 36 applicability; providing that certain covered
8 findings; creating s. 542.43, F.S.; defining terms; 37 noncompete agreements are not a restraint of trade or
9 creating s. 542.44, F.S.; providing applicability; 38 an attempt to monopolize trade or commerce; providing
10 providing that certain covered garden leave agreements 39 notice requirements for covered noncompete agreements;
11 are not a restraint of trade or an attempt to 40 providing that covered noncompete agreements do not
12 monopolize trade or commerce; providing notice 41 affect other agreements; requiring a court to enter a
13 requirements for covered garden leave agreements; 42 preliminary injunction to stop covered employees,
14 providing that a covered employer may waive any 43 businesses, entities, or individuals if a breach of a
15 portion of such notice requirements by providing a 44 covered noncompete agreement is alleged; authorizing
16 specified amount of advance written notice to the 45 the court to modify such an injunction if a covered
17 covered employee; providing that covered garden leave 46 employee, business, entity, or individual establishes
18 agreements do not affect other agreements; requiring a 47 certain information by clear and convincing evidence;
19 court to enter a preliminary injunction to stop 48 requiring that certain information be provided to the
20 covered employees, businesses, entities, or 49 court under seal; providing that a prevailing covered
21 individuals if a breach of a covered garden leave 50 employer is entitled to recover all available monetary
22 agreement is alleged; authorizing the court to modify 51 damages for all available claims; providing that a
23 such an injunction if a covered employee, business, 52 prevailing party is entitled to reasonable attorney
24 entity, or individual establishes certain information 53 fees and costs; authorizing a covered employer to
25 by clear and convincing evidence; requiring that 54 reduce the salary or benefits of a covered employee if
26 certain information be provided to the court under 55 he or she engages in gross misconduct; providing that
27 seal; providing that a prevailing covered employer is 56 such a reduction is not a breach of the covered
28 entitled to recover all available monetary damages for 57 noncompete agreement; providing construction regarding
29 all available claims; providing that a prevailing 58 a restrictive covenant that does not meet the
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59 definition of a covered garden leave agreement or a 88 542.43 Definitions.—For the purposes of this part, the
60 covered noncompete agreement; providing an effective 89 term:
61 date. 90 (1) “Annual mean wage of employees in Florida” or “annual
62 91 mean wage” means the most recent annual mean wage as calculated
63 Be It Enacted by the Legislature of the State of Florida: 92 by the United States Department of Labor Bureau of Labor
64 93 Statistics, or its successor calculation, for all occupations in
65 Section 1. Part I of chapter 542, Florida Statutes, 94 this state.
66 consisting of ss. 542.15-542.36, Florida Statutes, is created 95 (2) “Benefit” means access to health insurance, life
67 and entitled “The Florida Antitrust Act of 1980.” 96 insurance, or disability insurance that is the same as or
68 Section 2. Part II of chapter 542, Florida Statutes, 97 similar to the insurance that a covered employee had access to
69 consisting of ss. 542.41-542.45, Florida Statutes, is created 98 and at the same cost to that employee during the month before
70 and entitled “The Florida Trade Secret Protection Act.” 99 the commencement of his or her notice period.
71 542.41 Short title.—This part may be cited as “The Florida 100 (3) “Covered employee” means an employee or individual
72 Trade Secret Protection Act.” 101 contractor who earns or is reasonably expected to earn a salary
73 542.42 Legislative findings.—The Legislature finds that a 102 greater than twice the annual mean wage, or who has access to
74 proper and legitimate state interest is served by enforcing 103 his or her employer’s or client’s confidential information or
75 strong legal protections in contracts between employers and 104 customer relationships. A court must presume that an employee or
76 contracted personnel which encourage optimal levels of 105 individual contractor has access to confidential information or
77 information sharing and training and development. The 106 customer relationships if the employee or individual contractor
78 Legislature further finds that alternative means of protecting 107 acknowledges the access or receipt of such access in writing.
79 confidential information and client relationships, such as 108 The term does not include a person classified as a medical
80 nondisclosure agreements, fixed-duration term contracts, and 109 professional as defined in s. 1006.0626.
81 nonsolicitation clauses in employment contracts, are inadequate 110 (4) “Covered employer” means an entity or individual who
82 to protect against the significant global risks faced by 111 employs or engages a covered employee.
83 companies in this state. The Legislature further finds that 112 (5) “Covered garden leave agreement” means a written
84 predictability in the enforcement of contracts described in this 113 agreement, or part of a written agreement, between a covered
85 part encourages investment in this state. Therefore, the 114 employee and covered employer in which:
86 Legislature determines and declares that this part fulfills an 115 (a) The covered employee and covered employer agree to up
87 important state interest. 116 to, but no more than, 4 years of advance, express notice before
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117 terminating the employment or contractor relationship; 146 (8) “Notice period” means the date from the covered
118 (b) The covered employee agrees not to resign before the 147 employee’s or covered employer’s written notice of intent to
119 end of such notice period; and 148 terminate the covered employee’s employment through the date of
120 (c) The covered employer agrees to retain the covered 149 termination as set forth in a covered garden leave agreement.
121 employee for the duration of such notice period and to continue 150 (9) “Primary place of work” means the location where the
122 paying the covered employee the same salary and providing the 151 covered employee spends more work time than any other single
123 same benefits that the covered employee received from the 152 workplace.
124 covered employer in the last month before the commencement of 153 (10) “Salary” means the base compensation, calculated on an
125 the notice period. The covered employer is not obligated to 154 annualized basis, which a covered employer pays a covered
126 provide discretionary incentive compensation or benefits or have 155 employee, including a base wage, a salary, a professional fee,
127 the covered employee continue performing any work during the 156 or other compensation for personal services, and the fair market
128 notice period. 157 value of any benefit other than cash. Salary does not include
129 (6) “Covered noncompete agreement” means a written 158 health care benefits, severance pay, retirement benefits,
130 agreement, or a portion of a written agreement, between a 159 expense reimbursement, distribution of earnings and profits not
131 covered employee and a covered employer in which, for a period 160 included as compensation for personal services, discretionary
132 not to exceed 4 years and within a specified geographic area, 161 incentives or awards, or anticipated but indeterminable
133 which may be global in scope, the covered employee agrees not to 162 compensation, including tips, bonuses, or commissions.
134 assume a role with or for another business, entity, or 163 542.44 Covered garden leave agreement.—
135 individual: 164 (1) APPLICABILITY.—This section applies to:
136 (a) In which the covered employee would provide services 165 (a) A covered garden leave agreement with a covered
137 similar to the services provided to the covered employer during 166 employee who maintains a primary place of work in this state,
138 the 3 years preceding the noncompete period; or 167 regardless of any applicable choice of law provisions; or
139 (b) In which it is reasonably likely the covered employee 168 (b) A covered employee who is subject to a covered garden
140 would use the confidential information or customer relationships 169 leave agreement with a covered employer with a significant nexus
141 of the covered employer. 170 to this state.
142 (7) “Noncompete period” means the time from the covered 171
143 employee’s termination of employment through the end of the 172 If any provision of this section is in conflict with any other
144 agreed-upon postemployment period of noncompetition as set forth 173 law, the provisions of this section shall govern.
145 in the covered noncompete agreement. 174 (2) RESTRAINT OF TRADE.—A covered garden leave agreement
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175 does not violate public policy as a restraint of trade, as 204 covered garden leave agreement.
176 described in s. 542.18, or an attempt to monopolize trade or 205 (c) The covered employer may, without breach of the covered
177 commerce in this state, as described in s. 542.19, and is fully 206 garden leave agreement, waive any portion of this subsection by
178 enforceable according to its terms, provided that: 207 providing at least 30 days’ advance notice in writing to the
179 (a) A covered employee is provided proper notice of the 208 covered employee.
180 covered garden agreement before its execution, as described in 209 (4) OTHER AGREEMENTS.—This section does not affect or limit
181 subsection (3); and 210 the enforceability of any other employment agreement or any
182 (b) The covered garden leave agreement provides that: 211 other agreement.
183 1. After the first 90 days of the notice period, the 212 (5) BREACH OF A COVERED GARDEN LEAVE AGREEMENT; REMEDIES.—
184 covered employee does not have to provide services to the 213 (a) Upon application by a covered employer, a court must
185 covered employer; 214 preliminarily enjoin a covered employee from providing services
186 2. The covered employee may engage in nonwork activities at 215 to any business, entity, or individual other than the covered
187 any time, including during normal business hours, during the 216 employer during the notice period. The court may modify or
188 remainder of the notice period; and 217 dissolve the injunction only if the covered employee establishes
189 3. The covered employee may, with the permission of the 218 by clear and convincing evidence that:
190 covered employer, work for another employer while still employed 219 1. The covered employee will not perform, during the notice
191 by the covered employer during the remainder of the notice 220 period, any work similar to the services provided to the covered
192 period. 221 employer during the 3-year period preceding the commencement of
193 (3) NOTICE; WAIVER OF NOTICE.—Proper notice of a covered 222 the notice period, or use confidential information or customer
194 garden leave agreement requires: 223 relationships of the covered employer; or
195 (a) For a prospective covered employee, at least 7 days 224 2. The covered employer has failed to pay or provide the
196 before a prospective covered employee’s offer of employment 225 salary and benefits provided for in the covered garden leave
197 expires. 226 agreement during the notice period and has had a reasonable
198 (b) For a current covered employee, at least 7 days before 227 opportunity to cure the failure.
199 an offer to enter into a covered garden leave agreement expires. 228 (b) Upon application by a covered employer, a court must
200 229 preliminarily enjoin a business, an entity, or an individual
201 In either case, a prospective or current covered employee must 230 from engaging a covered employee during the covered employee’s
202 acknowledge in writing that he or she was expressly advised of 231 notice period. The court may modify or dissolve the injunction
203 the right to seek legal counsel before the execution of the 232 only if the business, entity, or individual establishes by clear
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233 and convincing evidence, based on public or other 262 (a) A covered noncompete agreement with a covered employee
234 nonconfidential information, that: 263 who maintains a primary place of work in this state, regardless
235 1. The covered employee will not provide any services 264 of any applicable choice of law provisions; or
236 similar to the services provided to the covered employer during 265 (b) A covered employee who is subject to a covered
237 the 3-year period preceding the commencement of the notice 266 noncompete agreement with a covered employer with a significant
238 period, or use confidential information or customer 267 nexus to this state.
239 relationships of the covered employer; or 268
240 2. The business or individual seeking to employ or engage 269 In either case, if any provision of this section is in conflict
241 the covered employee is not engaged in, and is not planning or 270 with any other law, the provisions of this section govern.
242 preparing to engage in, any business activity similar to those 271 (2) RESTRAINT OF TRADE.—A covered noncompete agreement does
243 engaged in by the covered employer during the notice period. 272 not violate public policy as a restraint of trade, as described
244 273 in s. 542.18, or an attempt to monopolize trade or commerce in
245 Any information filed with the court which the covered employer 274 this state, as described in s. 542.19, and is fully enforceable
246 deems to be confidential must be filed under seal to protect 275 according to its terms, provided that:
247 trade secrets or avoid substantial injury. 276 (a) A covered employee is provided proper notice of the
248 (c) The injunctive relief provided under this section is 277 covered noncompete agreement before its execution, as described
249 not an exclusive remedy, and a prevailing covered employer is 278 in subsection (3); and
250 entitled to recover all available monetary damages for all 279 (b) A covered noncompete agreement provides that the
251 available claims. 280 noncompete period is reduced day-for-day by any nonworking
252 (d) In any action to enforce this section, the prevailing 281 portion of the notice period, pursuant to a covered garden leave
253 party is entitled to reasonable attorney fees and costs. 282 agreement between the covered employee and the covered employer,
254 (e) If the covered employee engages in gross misconduct 283 if applicable.
255 against the covered employer, the covered employer may reduce 284 (3) NOTICE; WAIVER OF NOTICE.—Proper notice of a covered
256 the salary or benefits of the covered employee or take other 285 noncompete agreement requires:
257 appropriate action during the notice period, which reduction or 286 (a) For a prospective covered employee, at least 7 days
258 other action may not be considered a breach of the covered 287 before a prospective covered employee’s offer of employment
259 garden leave agreement. 288 expires.
260 542.45 Covered noncompete agreements.— 289 (b) For a current covered employee, at least 7 days before
261 (1) APPLICABILITY.—This section applies to: 290 an offer to enter into a covered noncompete agreement expires.
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291 320 injunction only if the business, entity, or individual
292 In either case, a prospective or current covered employee must 321 establishes by clear and convincing evidence, based on public or
293 acknowledge in writing that he or she was expressly advised of 322 other nonconfidential information, that:
294 the right to seek legal counsel before the execution of the 323 1. The covered employee will not provide any services
295 covered noncompete agreement. 324 similar to the services provided to the covered employer during
296 (4) OTHER AGREEMENTS.—This section does not affect or limit 325 the 3-year period preceding the commencement of the noncompete
297 the enforceability of any other employment agreement or any 326 period, or use confidential information or customer
298 other agreement. 327 relationships of the covered employer; or
299 (5) BREACH OF COVERED NONCOMPETE AGREEMENT; REMEDIES.— 328 2. The business or individual seeking to employ or engage
300 (a) Upon application by a covered employer, a court must 329 the covered employee is not engaged in, and is not planning or
301 preliminarily enjoin a covered employee from providing services 330 preparing to engage in, any business activity similar to those
302 to any business, entity, or individual other than the covered 331 engaged in by the covered employer during the noncompete period.
303 employer during the noncompete period. The court may modify or 332
304 dissolve the injunction only if the covered employee establishes 333 Any information filed with the court which the covered employer
305 by clear and convincing evidence that: 334 deems to be confidential must be filed under seal to protect
306 1. The covered employee will not perform, during the 335 trade secrets or avoid substantial injury.
307 noncompete period, any work similar to the services provided to 336 (c) The injunctive relief provided in this section is not
308 the covered employer during the 3-year period preceding the 337 an exclusive remedy, and a prevailing covered employer is
309 commencement of the noncompete period, or use confidential 338 entitled to recover all available monetary damages for all
310 information or customer relationships of the covered employer; 339 available claims.
311 or 340 (d) In any action to enforce this section, the prevailing
312 2. The covered employer has failed to pay or provide the 341 party is entitled to reasonable attorney fees and costs.
313 salary and benefits provided for in the covered noncompete 342 (e) If the covered employee engages in gross misconduct
314 agreement during the noncompete period and has had a reasonable 343 against the covered employer, the covered employer may reduce
315 opportunity to cure the failure. 344 the salary or benefits of the covered employee or take other
316 (b) Upon application by a covered employer, a court must 345 appropriate action during the noncompete period, which reduction
317 preliminarily enjoin a business, an entity, or an individual 346 or other action may not be considered a breach of the covered
318 from engaging a covered employee during the covered employee’s 347 noncompete agreement.
319 noncompete period. The court may modify or dissolve the 348
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349 Any action regarding a restrictive covenant that does not meet
350 the definition set forth in this section of a covered garden
351 leave agreement or a covered noncompete agreement is governed by
352 s. 542.335.
353 Section 3. This act shall take effect July 1, 2025.
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BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 1252
INTRODUCER: Senator Yarborough
SUBJECT: Statewide Pawn Data Database
DATE: March 14, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Renner McKay CM Favorable
2. ACJ
3. FP
I. Summary:
SB 1252 requires the Department of Law Enforcement (FDLE) and law enforcement agencies to
create a centralized statewide system for sharing pawn data by December 31, 2026. Pawn data is
defined by the bill to include information related to transactions of secondhand dealers and
secondary metals recyclers under ch. 538, F.S., and pawn shops regulated under ch. 539, F.S.
All law enforcement agencies must have free, unrestricted access to the system for real-time
sharing of pawn data to aid criminal investigations and public safety. The system must ensure
interoperability among different databases and jurisdictions and meet established data standards.
Pawn data is the exclusive property of law enforcement and cannot be sold or transferred to third
parties for commercial purposes. Private vendors must comply with privacy laws and ensure
pawn data is accessible to law enforcement without restrictions.
Violations related to vendors selling, reselling, or commodifying pawn data are subject to civil
penalties, with fines up to $500,000. Law enforcement agencies that fail to share pawn data may
face administrative penalties and restrictions on accessing other databases.
The bill may have an indeterminate fiscal impact on local governments. See Section V. Fiscal
Impact Statement.
The bill takes effect July 1, 2025.
BILL: SB 1252 Page 2
II. Present Situation:
Secondhand Dealers
Chapter 538, F.S., regulates secondhand dealers and secondary metal recyclers in the trade of
secondhand goods. The purpose of such regulations is to assist law enforcement in recovering
stolen property and in solving other theft-related crimes.1
A secondhand dealer is defined as any person, corporation, or other business organization or
entity that is not a secondary metals recycler and is engaged in purchasing, consigning, or trading
secondhand goods. The term also includes a secondhand dealer engaged in purchasing
secondhand goods through an automated kiosk.2
Secondhand goods are previously owned or used personal property purchased, consigned, or
traded as used property.3 The term also includes gift certificates and credit memos4 that are
purchased, consigned, or traded by a secondhand dealer. Secondhand goods do not include office
furniture, pianos, books, clothing, organs, coins, motor vehicles, costume jewelry; gold, silver,
platinum, palladium, or rhodium bullion that has been assayed and is properly marked as to its
weight and fineness; cardio and strength training or conditioning equipment designed primarily
for indoor use, and secondhand sports equipment that is not permanently labeled with a serial
number.5
A secondhand dealer must annually register his or her business with the Department of Revenue
(DOR).6
Secondhand Dealer Transaction Forms
Upon each acquisition of secondhand goods, a secondhand dealer must complete a transaction
form that details the goods purchased and the seller’s identity. The secondhand dealer must
retain this document for at least 3 years and forward a copy to the appropriate law enforcement
agency within 24 hours after the acquisition of the secondhand goods.7 In addition to the
descriptive statements of the secondhand goods and the seller’s identity, the transaction record
must also include:
• A statement of the date, time, and place of the transaction;
1
See ss. 538.04, 538.06, F.S. (identifying recordkeeping requirements and holding periods in connection with secondhand
goods); see also Jarret C. Oeltjen, Florida Pawnbroking: An Industry in Transition, 23 FLA. ST. U. L. REV. 995, 1013 (Spring
1996) (noting that “[t]he main impetus behind [ch. 538, F.S.] was to confront the problem of property theft and drug-related
crimes by facilitating recovery of stolen goods and apprehending those criminals who may turn to secondhand dealers for
cash”).
2
Section 538.03(1)(h), F.S.
3
Section 538.03(1)(i), F.S.
4
Section 501.95, F.S., defines “credit memo” as a certificate, card, stored value card, or similar instrument issued in
exchange for returned merchandise when the certificate, card, or similar instrument is redeemable for merchandise, food, or
services regardless of whether any cash may be paid to the owner of the certificate, card, or instrument as part of the
redemption transaction.
5
Section 538.03(1)(i), F.S.
6
See generally s. 538.09, F.S. (providing for registration).
7
Section 538.04(1), F.S.
BILL: SB 1252 Page 3
• A summary of the goods acquired, including brand name, model number, serial number, and
other unique identifiers;
• Digital photographs of the goods acquired in the report that is submitted to law enforcement;
and
• A description of the person from whom the goods were acquired, including his or her right
thumbprint, name and address, and a physical description.8
If the appropriate law enforcement official supplies a secondhand dealer with appropriate
software and the secondhand dealer has computer capability, the secondhand dealer must
electronically transmit the required transaction records.9 Additionally, if a secondhand dealer
lacks computer capability, the appropriate law enforcement official may provide a computer and
all of the equipment necessary to electronically transmit transactions.10
Secondhand dealers must hold all secondhand goods for at least 15 days after acquiring the
property. However, secondhand dealers are required to hold a precious metal,11 gemstone,
jewelry; antique furnishings, fixtures, or decorative objects; or an item of art as defined in s.
686.501, F.S.,12 for 30 days after they acquire the property.13 Additionally, a secondhand good
must be held for 30 days if the secondhand dealer uses an automated kiosk.14
Penalties
If a law enforcement officer has probable cause to believe that the goods held by a secondhand
dealer are stolen, the officer may place a 90-day written hold order on the goods.15 This prevents
the secondhand dealer from selling the goods and preserves them for use as evidence in a
criminal trial. Additionally, it allows for the possibility of the goods being returned to their
rightful owner.16
Law enforcement agencies having jurisdiction enforce compliance with registration, record
keeping, holding periods, and inspection requirements.17 A person who knowingly violates the
8
Id.
9
Section 538.04(6), F.S.
10
Id.
11
Section 538.03(1)(f), F.S., defines “precious metals” as any item containing any gold, silver, or platinum, or any
combination thereof, excluding any chemical or any automotive, photographic, electrical, medical, or dental materials or
electronic parts.
12
Section 686.501(1), F.S., defines “art” as a painting, sculpture, drawing, work of graphic art, pottery, weaving, batik,
macramé, quilt, print, photograph, or craft work executed in materials including, but not limited to, clay, textile, paper, fiber,
wood, tile, metal, plastic, or glass. The term includes a rare map which is offered as a limited edition or a map 80 years old or
older; or a rare document or rare print which includes, a print, engraving, etching, woodcut, lithograph, or serigraph which is
offered as a limited edition, or one 80 years old or older.
13
Section 538.06(1), F.S.
14
Id. An “automated kiosk” is an interactive device that is permanently installed within a secure retail space and that has the
following technological functions: remotely monitored by a live representative during all business hours; verification of a
seller’s identity by government-issued photographic identification card; automated reading and recording of item serial
numbers; ability to compare item serial numbers against databases of stolen items; secure storage of goods accepted by the
kiosk; and capture and storage of images during the transaction. Section 538.03(1)(c), F.S.
15
Section 538.06(3), F.S.
16
Id.
17
Section 538.05, F.S.
BILL: SB 1252 Page 4
requirements governing secondhand dealers in ch. 538, F.S., commits a first degree
misdemeanor.18
Pawnbrokers
Pawnbrokers19 must apply for and obtain a license from the DACS annually.20 To be eligible for
the license, each pawnshop must maintain a net worth of at least $50,000 or file security in the
form of a surety bond, letter of credit, or certificate of deposit of $10,000 for each license.21
DACS is authorized to impose penalties of up to $5,000 for noncompliance with the law.22
Pawnbroker Transaction Forms
At the time a pawnbroker enters into any pawn or purchase transaction, the pawnbroker is
required to complete a pawnbroker transaction form.23 The form must include an indication of
whether the transaction is a pawn or a purchase, and the seller must also sign the form.24
A pawnbroker is required to maintain a copy of each completed pawnbroker transaction form on
the pawnshop premises for at least 1 year after the date of the transaction.25 On or before the end
of each business day, the pawnbroker must deliver the original pawnbroker transaction forms for
each of the transactions occurring during the previous business day to the appropriate law
enforcement official.26 Additionally, an electronic image that is accepted for a transaction, must
be maintained electronically in order to meet the same recordkeeping requirements.27
In lieu of physically delivering the original pawnbroker transaction forms, a local law
enforcement agency may supply software to a pawnbroker so the pawnbroker may electronically
transfer the transaction forms to the law enforcement agency. If a pawnbroker does not have a
computer to use such software, the law enforcement agency may provide a computer to the
pawnbroker. The law enforcement agency retains ownership of the computer unless otherwise
agreed upon. The pawnbroker must maintain the computer in good working order, ordinary wear
and tear excepted.28
18
Section 538.07(1), F.S. A first degree misdemeanor is punishable by up to 1 year in county jail and a $10,000 fine.
Sections 775.082 and 775.083, F.S.
19
A “pawnbroker” is a person who is engaged in the business of making pawns; who makes a public display containing the
term “pawn,” “pawnbroker,” or “pawnshop” or any derivative thereof; or who publicly displays a sign or symbol historically
identified with pawns. Pawnbrokers may also engage in purchasing goods which includes consignment and trade. Section
539.001(1)(i), F.S. A “pawn” is any advancement of funds on the security of pledged goods on condition that the pledged
goods are left in the possession of the pawnbroker for the duration of the pawn and may be redeemed by the pledgor on
certain terms and conditions. Section 539.001(1)(h), F.S.
20
Section 539.001(3), F.S.
21
Section 539.001(4), F.S.
22
Fla. Admin. Code R. 5J-13.004 (2016).
23
Section 593.001(8)(a), F.S.
24
Id.
25
Section 593.001(9)(a), F.S.
26
Id.
27
Id.
28
Section 539.001(9)(b), F.S.
BILL: SB 1252 Page 5
Penalties
A person who willfully makes a false entry on a transaction form or any other record required
under chapter 539, F.S., commits a first degree misdemeanor.29 Clerical or recordkeeping errors
on a document or required record does not constitute a willful violation.
At the department’s request, the FDLE must supply the department with any arrest and
conviction records in its possession of an individual applying for or holding a license.30
Any person who traffics in, or endeavors to traffic in, property that he or she knows or should
know was stolen is guilty of a second degree felony.31
III. Effect of Proposed Changes:
Section 1 creates s. 539.004, F.S., requiring the FDLE and local and regional law enforcement
agencies to create a centralized statewide system for sharing pawn data by December 31, 2026.
This applies to second-hand dealers, secondary metals recyclers, and pawn shops. The system
will allow all law enforcement agencies in the state to access, update, and share pawn data in
real-time to support criminal investigations and enhance public safety.
All law enforcement agencies must have free, unrestricted access to the database and are not
required to pay fees to access or share pawn data. The pawn data sharing system must ensure
interoperability between different law enforcement databases, software solutions, and
jurisdictions and meet established data standards to facilitate seamless communication between
agencies.
The bill provides that pawn data is the exclusive property of law enforcement agencies and may
not be transferred or sold to any third-party vendor for any purpose other than the direct use of
the reporting law enforcement agency. Law enforcement agencies must retain full access to all
pawn data they report and are prohibited from charging a fee or premium for accessing their own
data.
The bill prohibits a private vendor from selling, leasing, sublicensing, or otherwise transferring
pawn data for any commercial purpose, including resale to other law enforcement agencies.
Private vendors providing services related to pawn data must ensure that all pawn data is stored,
managed, and transmitted in compliance with applicable privacy and security laws and remain
accessible to law enforcement agencies without restrictions. They must also ensure data is shared
freely between agencies to support multi-jurisdictional investigations.
Any private vendor selling, reselling, or otherwise commodifying pawn data is subject to civil
penalties, including fines of up to $500,000 per violation.
29
Section 539.001(17), F.S. A third degree felony is punishable by up to 5 years imprisonment and a $5,000 fine and a first
degree misdemeanor is punishable by up to 1 year in county jail and a $1,000 fine. Sections 775.082 and 775.083, F.S.
30
Section 539.001(19), F.S.
31
Section 812.019(1), F.S. A second degree felony is punishable by up to 15 years imprisonment and a $10,000 fine.
Sections 775.082 and 775.083, F.S.
BILL: SB 1252 Page 6
Any law enforcement agency that does not share pawn data with other agencies through the
database is subject to administrative penalties and may face restrictions on its ability to access
other law enforcement databases, as determined by the FDLE.
The FDLE is authorized to adopt rules.
The bill defines the following terms:
• Pawn data - information relating to the transactions of second-hand dealers and secondary
metals recyclers, including pawn shops. This data is required to be reported electronically to
law enforcement officials. It includes but is not limited to, property description, seller
information, transaction dates, and any other data related to the exchange of goods.
• Private vendor – any third-party company or entity that provides services relating to the
intake, management, storage, or sharing of pawn data for law enforcement agencies.
• Law enforcement data – data electronically reported by second-hand dealers to law
enforcement under chapters 538 and 539, F.S., which is necessary for criminal investigations
and public safety efforts.
Section 2 provides the bill takes effect July 1, 2025.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
BILL: SB 1252 Page 7
B. Private Sector Impact:
The bill prohibits a private vendor from selling, reselling, or monetizing pawn data. As
such, private vendors who currently provide data collection interfaces and then charge
agencies to access the data that has been collected may experience a loss of revenue.
C. Government Sector Impact:
The bill may have an indeterminate fiscal impact on local government due to the bill
eliminating the current charge/expense of supporting local repositories of pawn
information and the necessity to procure additional software due to the otherwise limited
access to surrounding local repositories.32
VI. Technical Deficiencies:
None.
VII. Related Issues:
It is unclear if the bill requires the affected businesses to use the database.
Section 539.003, F.S., contains a public record exemption for records relating to pawnbroker
transactions delivered to law enforcement. The bill uses the term “pawn data,” so it is unclear if
the public records exemption would apply to the database.
The FDLE recommends conducting a “feasibility study to determine the technical requirements,
provide a detailed scope of work, timeline, and a local cost to include startup and maintenance
costs for the project. The study will also review the impact to local law enforcement.”33
The estimated cost for a feasibility study is $250,000.
The bill may immediately impact vendors who currently possess a substantial amount of pawn
transaction data through existing contracts with local law enforcement agencies.
VIII. Statutes Affected:
This bill creates section 539.004 of the Florida Statutes.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
32
FDLE analysis for SB 1252. On file with Senate Commerce and Tourism Committee.
33
Id.
BILL: SB 1252 Page 8
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2025 SB 1252 Florida Senate - 2025 SB 1252
By Senator Yarborough
4-01602-25 20251252__ 4-01602-25 20251252__
1 A bill to be entitled 30 descriptions of property, seller information, transaction dates,
2 An act relating to the statewide pawn data database; 31 and any other data related to the exchange of goods.
3 creating s. 539.004, F.S.; providing definitions; 32 (d) “Private vendor” means any third-party company or
4 requiring the Department of Law Enforcement to create 33 entity that provides services related to the intake, management,
5 a statewide database of transaction data 34 storage, or sharing of pawn data for law enforcement agencies.
6 electronically reported by specified businesses; 35 (2) STATEWIDE PAWN DATA SHARING SYSTEM.—
7 providing requirements for the database; prohibiting 36 (a) The department shall work with local and regional law
8 certain data transfers by third-party vendors; 37 enforcement agencies to establish a centralized, statewide
9 providing restrictions on use; providing requirements 38 system for the sharing of pawn transaction data no later than
10 for data storage; providing penalties for violations; 39 December 31, 2026. This system will allow law enforcement
11 authorizing rulemaking; providing an effective date. 40 agencies in all counties in this state to access, update, and
12 41 share pawn data in real time to support criminal investigations
13 Be It Enacted by the Legislature of the State of Florida: 42 and enhance public safety.
14 43 (b) All law enforcement agencies in this state shall have
15 Section 1. Section 539.004, Florida Statutes, is created to 44 free, unrestricted access to the statewide pawn data sharing
16 read: 45 system for the purpose of conducting investigations. Agencies
17 539.004 Pawn data database; data usage; storage; 46 shall not be required to pay fees to access or share pawn data.
18 violations.— 47 (c) The statewide pawn data sharing system shall ensure
19 (1) DEFINITIONS.—As used in this section, the term: 48 interoperability between different law enforcement databases,
20 (a) “Department” means the Department of Law Enforcement. 49 software solutions, and jurisdictions. The system must meet
21 (b) “Law enforcement data” means data electronically 50 established data standards to facilitate seamless communication
22 reported by second-hand dealers to law enforcement under chapter 51 between agencies.
23 538 and this chapter which is necessary for criminal 52 (3) DATA TRANSFER PROHIBITED.—
24 investigations and public safety efforts. 53 (a) Pawn data reported to law enforcement agencies remains
25 (c) “Pawn data” means information related to the 54 the exclusive property of the respective law enforcement
26 transactions of second-hand dealers and secondary metals 55 agencies and may not be transferred or sold to any third-party
27 recyclers, including pawn shops, which is required by chapter 56 vendor for any purpose other than the direct use of the
28 538 and this chapter to be reported electronically to law 57 reporting law enforcement agency. Law enforcement agencies shall
29 enforcement officials. This includes, but is not limited to, 58 retain full access to all pawn data they report and may not be
Page 1 of 3 Page 2 of 3
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2025 SB 1252
4-01602-25 20251252__
59 charged a fee or premium for accessing their own data.
60 (b) It is unlawful for a private vendor to sell, lease,
61 sublicense, or otherwise transfer pawn data for any commercial
62 purposes, including resale to other law enforcement agencies.
63 (4) DATA STORAGE.—Private vendors providing services
64 related to pawn data must ensure that all pawn data is stored,
65 managed, and transmitted in compliance with applicable privacy
66 and security laws and that it remains accessible to law
67 enforcement agencies without restrictions. Private vendors must
68 also ensure that data is shared freely between agencies to
69 support multi-jurisdictional investigations.
70 (5) PENALTIES FOR VENDOR VIOLATIONS.—Any private vendor
71 that sells, resells, or otherwise commodifies pawn data in
72 violation of this section is subject to civil penalties,
73 including fines of up to $500,000 per violation.
74 (6) PENALTIES FOR LAW ENFORCEMENT AGENCIES.—Any law
75 enforcement agency that fails to share pawn data with other
76 agencies through the statewide system is subject to
77 administrative penalties and may face restrictions on its
78 ability to access other law enforcement databases, as determined
79 by the department.
80 (7) RULEMAKING.—The department may adopt rules to implement
81 this section.
82 Section 2. This act shall take effect July 1, 2025.
Page 3 of 3
CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Gommittee Agenda Request
To Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: March 1t,2025
I respectfully request that Senate Blll#125| relating to Statewide Pawn Data Database, be
placed on the:
! committee agenda at your earliest possible convenience.
X next committee agenda.
Senator Clay
Florida Senate, District 4
File signed originalwith committee office s-020 (03/2004)
2025 FDLE LEGISLATIVE
BILL ANALYSIS
BILL INFORMATION
BILL NUMBER: SB 1252
BILL TITLE: Statewide Pawn Data Database
BILL SPONSOR: Senator Yarborough
EFFECTIVE DATE: July 1, 2025
COMMITTEES OF REFERENCE CURRENT COMMITTEE
1) Senate Commerce and Tourism Senate Commerce and Tourism
2) Senate Appropriations Committee on Criminal and
Civil Justice
SIMILAR BILLS
3) Fiscal Policy
BILL NUMBER:
4)
SPONSOR:
5)
IDENTICAL BILLS
PREVIOUS LEGISLATION
BILL NUMBER: HB 1359
BILL NUMBER: SB 314
SPONSOR: Rep. Michael
SPONSOR: BOYD
YEAR: 2024 Is this bill part of an agency package?
LAST ACTION: Died in committee No
BILL ANALYSIS INFORMATION
DATE OF ANALYSIS: March 12, 2025
LEAD AGENCY ANALYST: Lori Mizell
ADDITIONAL ANALYST(S): John Murphy
LEGAL ANALYST: Phil Lindley
FISCAL ANALYST: Elizabeth Martin
2025 FDLE Bill Analysis
POLICY ANALYSIS
1. EXECUTIVE SUMMARY
The bill requires the Florida Department of Law Enforcement (FDLE) to work with local and regional law enforcement
agencies to establish a Statewide Pawn Data Database by December 31, 2026. The bill prohibits the sale or transfer of
pawn data to third-party vendors and provides restrictions on data use. The bill provides requirements for data storage and
penalties for violations. The bill takes effect July 1, 2025.
2. SUBSTANTIVE BILL ANALYSIS
1. PRESENT SITUATION:
Section 538.04, F.S., requires secondhand dealers to maintain records or transactions, including descriptions of the
goods acquired and information about the seller. A copy of the completed transaction must be kept on the registered
premises for a minimum of one year. The secondhand dealer must maintain a copy of the transaction form for a
minimum of three years. The dealer must also deliver the official record of the transaction within 24 hours of acquiring
any secondhand goods to the appropriate law enforcement official unless other arrangements have been agreed to by
other parties. This section also specifies what information constitutes a complete and accurate description of the goods
acquired.
Third-party vendors provide solutions for pawn shops to collect and report transaction information to law enforcement
agencies. These solutions are used to aggregate and then monetize the data. The practice of charging a fee to access
pawn transactions that are statutorily required to be provided may appear to contradict the intent of existing statutes,
but it is not prohibited. Many law enforcement agencies use an existing vendor-based solution rather than expend time
and funds to create an internal solution. Pawn data exists as a chain of information. Florida Statutes currently address
the Create and Collect steps, while the proposed legislation primarily addresses the Store and Query steps.
• Create: Generated by a private transaction with a secondhand business.
• Collect: Required information is reported to a law enforcement agency.
• Store: Transaction information is stored for, or by, law enforcement.
• Query: Transaction information is queried.
2. EFFECT OF THE BILL:
Section 1: The bill creates s. 539.004, F.S., to create a Statewide Pawn Data Database. The bill requires FDLE to work
with local and regional law enforcement agencies to establish a centralized, statewide system for the sharing of pawn
transaction data to support criminal investigations and enhance public safety. The system must be established no later
than December 31, 2026. The bill specifies prohibited data transfer, provides pawn data storage requirements for
private vendors, and creates penalties for specified violations. The bill authorizes FDLE to adopt rules to implement
the bill.
Section 2: This act shall take effect July 1, 2025.
3. DOES THE LEGISLATION DIRECT OR ALLOW THE AGENCY/BOARD/COMMISSION/DEPARTMENT TO
DEVELOP, ADOPT, OR ELIMINATE RULES, REGULATIONS, POLICIES OR PROCEDURES? Y N
If yes, explain: Lines 80-81: FDLE may adopt rules to implement this section.
What is the expected impact to
the agency’s core mission?
Rule(s) impacted (provide
references to F.A.C., etc.):
4. WHAT IS THE POSITION OF AFFECTED CITIZENS OR STAKEHOLDER GROUPS?
List any known proponents and
opponents:
2
2025 FDLE Bill Analysis
Provide a summary of the
proponents’ and opponents’
positions:
5. ARE THERE ANY REPORTS OR STUDIES REQUIRED BY THIS BILL? Y N
If yes, provide a description:
Date Due:
Bill Section Number:
6. ARE THERE ANY NEW GUBERNATORIAL APPOINTMENTS OR CHANGES TO EXISTING BOARDS, TASK
FORCES, COUNCILS, COMMISSION, ETC. REQUIRED BY THIS BILL? Y N
Board:
Board Purpose:
Who Appointments:
Appointee Term:
Changes:
Bill Section Number(s):
FISCAL ANALYSIS
1. DOES THE BILL HAVE A FISCAL IMPACT TO LOCAL GOVERNMENT? Y N
Revenues: Eliminates the current charge/expense of supporting local repositories of pawn
information and the necessity to procure additional software due to the otherwise
limited access to surrounding local repositories.
Expenditures:
Does the legislation increase No
local taxes or fees?
If yes, does the legislation
provide for a local referendum
or local governing body public
vote prior to implementation of
the tax or fee increase?
2. DOES THE BILL HAVE A FISCAL IMPACT TO STATE GOVERNMENT? Y N
Revenues:
Expenditures: FDLE recommends conducting a feasibility study to determine the technical
requirements, provide a detailed scope of work, timeline, and a total cost to include
3
2025 FDLE Bill Analysis
startup and maintenance costs for the project. The study will also review the impact
to local law enforcement. The estimated cost for a feasibility study is $250,000.
Total FDLE Fiscal: $250,000
Does the legislation contain a
State Government
appropriation?
If yes, was this appropriated
last year?
3. DOES THE BILL HAVE A FISCAL IMPACT TO THE PRIVATE SECTOR? Y N
Revenues: Private vendors who currently provide data collection interfaces, and then charge
agencies to access the data that has been collected will experience a loss of revenue.
This bill prohibits a private vendor from selling, reselling, or monetizing pawn data.
Expenditures:
Other:
4. DOES THE BILL INCREASE OR DECREASE TAXES, FEES, OR FINES? Y N
Does the bill increase taxes, The bill establishes civil penalties including fines but does not indicate who levies
fees or fines? and collects the fine or where the fine is to be deposited.
Does the bill decrease taxes, No.
fees or fines?
What is the impact of the Lines 70-73: Any private vendor that sells, resells, or otherwise commodifies pawn
increase or decrease? data in violation of this section is subject to civil penalties, including fines of up to
$500,000 per violation.
Bill Section Number: Section 1.
TECHNOLOGY IMPACT
1. DOES THE LEGISLATION IMPACT THE AGENCY’S TECHNOLOGY SYSTEMS (I.E., IT SUPPORT, LICENSING,
SOFTWARE, DATA STORAGE, ETC.)? Y N
If yes, describe the anticipated FDLE recommends conducting a feasibility study to determine the technical
impact to the agency including requirements, provide a detailed scope of work, timeline, and a total cost to include
any fiscal impact. startup and maintenance costs for the project. The study will also review the impact
to local law enforcement. The estimated cost for a feasibility study is $250,000.
FEDERAL IMPACT
1. DOES THE LEGISLATION HAVE A FEDERAL IMPACT (I.E., FEDERAL COMPLIANCE, FEDERAL FUNDING,
FEDERAL AGECY INVOLVEMENT, ETC.)? Y N
If yes, describe the anticipated
impact including any fiscal
impact.
4
2025 FDLE Bill Analysis
LEGAL - GENERAL COUNSEL’S OFFICE REVIEW
Issues/concerns/comments and
recommended action: To ensure there is no conflict with current Florida law prohibiting the creation or
keeping of a list, record, or registry or legally owned firearms (s. 790.335), the new
database should exclude the names associated with the pawned firearm. Section
790.335(3)(f)5, F.S., allows “secondhand dealers and pawnbrokers to electronically
submit limited firearms records consisting solely of the manufacturer, model, serial
number and caliber of pawned or purchased firearms to a third-party private vendor.”
ADDITIONAL COMMENTS
• Line 39- FDLE is unable to determine if the December 31, 2026, implementation date for the statewide pawn database
can be met. A feasibility study is needed to determine the scope of the project and detailed timeline.
• Some vendors are aggregating the pawn transaction data with other publicly accessible data. It must be noted the
statewide system will only provide data related to pawn transactions.
• Vendors currently possess a substantial amount of pawn transaction data through existing contracts with local law
enforcement agencies. The length and terms of these contracts are not known by FDLE but may be immediately
impacted upon passage of this bill.
5
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: CS/SB 1776
INTRODUCER: Commerce and Tourism Committee and Senator McClain
SUBJECT: Employment Rights
DATE: March 17, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Dike McKay CM Fav/CS
2. JU
3. RC
Please see Section IX. for Additional Information:
COMMITTEE SUBSTITUTE - Substantial Changes
I. Summary:
CS/SB 1776 amends Florida’s whistleblower protections for employees of private employers.
The bill states that an employer may not retaliate against an employee who:
• Disclosed a practice of the employer, which the employee had a good faith belief would be
illegal, to a government agency under oath.
• Threatened to disclose an unlawful practice of the employer to a government agency.
• Objected to or refused to participate in an unlawful practice of the employer.
An employee is required to prove, by clear and convincing evidence, that they notified a
supervisor or employer about the alleged violation, and the supervisor or employer was given an
opportunity to correct the illegal activity. If the employer proffers evidence that the personnel
action was taken for a reason other than the employee’s exercise of a right under this act, then
the employee has the burden to prove otherwise.
Further, the bill alters provisions for definitions, attorney fees and costs, and remedies available
to the employee.
The bill also modifies the public whistleblower provisions by excluding from the definition of
“independent contractor” any private, individual, firm, partnership, institution, corporation, or
association that employs ten or more people.
The bill takes effect July 1, 2025.
BILL: CS/SB 1776 Page 2
II. Present Situation:
Florida’s Whistleblower’s Act
Florida’s Whistleblower’s Act (FWA), ss. 112.3187-112.31895, F.S., provides protections for
public employees who report an employer’s violation of law to an appropriate government
agency. Under state law, any government agency1 or independent contractor2 “shall not dismiss,
discipline, or take any other adverse personnel action against an employee for disclosing:
• Any violation or suspected violation of any federal, state, or local law, rule, or regulation
committed by an employee or agent of an agency or independent contractor which creates
and presents a substantial and specific danger to the public's health, safety, or welfare.
• Any act or suspected act of gross mismanagement, malfeasance, misfeasance, gross waste of
public funds, suspected or actual Medicaid fraud or abuse, or gross neglect of duty
committed by an employee or agent of an agency or independent contractor.”3
The FWA allows employees who experience retaliation to obtain reinstatement of their position,
compensation for lost wages, payment of reasonable cost and attorney fees, and issuance of an
injunction by a court.
Ch. 448, F.S., provides general labor provisions for employers and employees in the state of
Florida. More specifically, ss. 448.101-448.105, F.S., prohibit retaliatory attacks on employees in
private workplaces who disclose illegal workplace practices and the remedies and rights that
flow from that prohibition. While these statutes are not given a name, they are commonly known
as Florida’s Private Sector Whistleblower’s Act.4
Case Law
Currently, there is an unresolved question of law arising from the provisions of FWA that has
resulted in a certified conflict5 between the First and Fourth District Courts of Appeal (DCA).6 In
2013, the Fourth DCA determined that an employee is protected by the FWA if the employee has
a good faith, objectively reasonable belief that their activity is protected by the statute.7 Even if
the activity which the employee is refusing to take part in was legal, if the employee had a good
faith belief the employer’s activity was illegal, they are protected under the FWA.8 Meanwhile,
the First and Second DCAs held that an employee must prove they objected to an actual violation
1
“Agency” means any state, regional, county, local, or municipal government entity, whether executive, judicial, or
legislative; any official, officer, department, division, bureau, commission, authority, or political subdivision therein; or any
public school, community college, or state university. Section 112.3187(3)(b), F.S.
2
“Independent contractor” means a person, other than an agency, engaged in any business and who enters into a contract,
including a provider agreement, with an agency. Section 112.3187(3)(e), F.S.
3
Section 112.3187, F.S.
4
Golf Channel v. Jenkins, 752 So. 2d 561, 562 (Fla. 2000).
5
The Florida Supreme Court gains jurisdiction to hear a case when a district court of appeal certifies that its decision is in
direct conflict with another district court of appeal’s decision. Fla. Const. art. V, sec. 3(b)(4).
6
Gessner v. Southern Co., 396 So. 3d 908, 910 (Fla. 1st DCA 2024).
7
Aery v. Wallace Lincoln-Mercury, LLC, 118 So. 3d 904, 916 (Fla. 4th DCA 2013).
8
Id.
BILL: CS/SB 1776 Page 3
of law under s. 448.102(3), F.S., rather than relying on a good faith belief that there was a
violation of law.9 The First DCA contends that “had the Legislature wished to provide the same
whistleblower protections for private sector employees who disclose suspected violations of
law… it could have done so.”10
Although the Florida Supreme Court has jurisdiction over the case, the Court has the authority to
choose whether to hear an appeal on this issue. As a result, the issue of whether an employee’s
good faith belief of a violation of law is sufficient to gain protection under the FWA, currently
depends on which DCA governs the area of Florida in which the employee lives.
III. Effect of Proposed Changes:
Definitions
Section 2 amends s. 448.101, F.S., to provide the following definitions:
• “Appropriate governmental agency” means any agency of government charged with the
enforcement of laws, rules, or regulations governing an activity, a policy, or a practice of an
employer in which the employee objected to; refused to participate in; or testified, provided
information, made a disclosure, or threatened to make a disclosure concerning an employer’s
activity, policy, or practice.
• “Of the employer,” when used in reference to an actual or proposed activity, policy, practice,
or proposal, does not include an activity, a policy, a practice, or a proposal of or by one or
more employees acting outside the course and scope of their employment or which is
contrary to the employer’s policies, practices, or directives.
• “Retaliatory personnel action” means the discharge, suspension, or demotion by an employer
of an employee or any serious and material change by an employer in the terms and
conditions of an employee’s employment.
This change narrows the government agencies to which an employee can disclose illegal activity
to those which are charged with the enforcement of that particular policy or practice. The bill’s
new definition “of the employer” narrows the type of illegal activities the employee can disclose
or object to, to those activities within the scope of their employment. The bill also changes the
definition of retaliation from “any other adverse employment actions” to “serious and material
changes” to the terms and conditions of employment.
Prohibitions
Section 3 amends s. 448.102, F.S., to provide that a private employer may not take retaliatory
personnel action against an employee because the employee has:
• Disclosed to any appropriate governmental agency, under oath in writing, an activity, policy,
or practice of the employer which the employee has a good faith belief that such activity,
policy, or practice has violated a statute or regulation, or if implemented would violate a
statute or regulation.
9
Gessner, 396 So. 3d at 913; Kearns v. Farmer Acquisition Co., 157 So. 3d 458, 465 (Fla. 2d DCA 2015).
10
Gessner, 396 So. 3d at 913.
BILL: CS/SB 1776 Page 4
• Threatened to disclose to any appropriate governmental agency, under oath, in writing, an
activity, a policy, or a practice of the employer which actually violated a law, a rule, or a
regulation, or any proposed course of action of the employer which, if implemented, would
violate a law, a rule, or regulation.
• Objected to, or refused to participate in, an activity, a policy, or a practice of the employer
which, at the time of the objection or refusal, was in violation of a law, a rule, or a regulation,
or any proposed activity, policy, or practice of the employer which, if implemented, would
actually violate a law, a rule, or a regulation.
Further, the bill sets out that these provisions do not apply unless the employee notifies the
supervisor or employer in writing the activity, policy, or practice of the employer to which the
employee objects or in which the employee refuses to participate. The employee must also give
the supervisor or employer a reasonable opportunity to correct the actual or proposed activity,
policy, or practice.
Remedies
Section 4 amends s. 448.103, F.S., to specify that an employee may not recover in a legal action
brought against their employer for a violation of s. 448.102, F.S., unless:
• The employee proves by clear and convincing evidence that they notified a supervisor or
employer about the alleged violation; and
• The supervisor or employer was afforded a reasonable opportunity to correct the actual or
proposed illegal activity.
Additionally, the bill provides that an employee may not recover in a legal action claiming a
violation if the retaliatory personnel action was based on a ground other than the employee’s
exercise of a right protected by this act. If the employer proffers an alternate reason for its
personnel action than the employee’s exercise of a right under this act, the burden shifts to the
employee to prove each of the employer’s proffered reasons are false.
Section 5 amends s. 448.104, F.S., mandating that courts award reasonable attorney fees, court
costs, and expenses to the prevailing party in a case. This section also limits such attorney fees,
costs, and expenses pursuant to s. 768.79, F.S., which requires courts to assess fees and costs
based on offers and demands of judgment.
Rights
Section 6 amends s. 448.105, F.S., to specify if an employee has another available statutory
remedy for conduct that would otherwise violate this chapter, the remedies under that statute
preclude claims under this chapter.
Public Employer Whistleblowers
Section 1 amends s. 112.3187, F.S., to exclude “any private individual, firm, partnership,
institution, corporation, or association that employs ten or more” people from the definition of
“independent contractor” under the FWA.
BILL: CS/SB 1776 Page 5
Reenactment
Section 7 reenacts s. 448.111, F.S., for the purpose of incorporating the amendments to s.
448.103, F.S.
Effective Date
Section 8 provides an effective date of July 1, 2025.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
Indeterminate.
C. Government Sector Impact:
Indeterminate.
VI. Technical Deficiencies:
None.
BILL: CS/SB 1776 Page 6
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends the following sections of the Florida Statutes: 112.3187, 448.101,
448.102, 448.103, 448.104, 448.105, 448.111.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
CS by Commerce and Tourism Committee on March 17, 2025:
The amendment clarifies that the provision precluding claims under this chapter if other
remedies are available applies to employees, not employers.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2025 COMMITTEE AMENDMENT Florida Senate - 2025 COMMITTEE AMENDMENT
Bill No. SB 1776 Bill No. SB 1776
Ì319032wÎ319032 Ì319032wÎ319032
LEGISLATIVE ACTION 11 448.105, F.S.; providing that if an employee has
Senate . House
Comm: RCS .
03/17/2025 .
.
.
.
The Committee on Commerce and Tourism (McClain) recommended the
following:
1 Senate Amendment (with title amendment)
2
3 Delete line 141
4 and insert:
5 448.105 Existing rights.—If an employee has another
6
7 ================= T I T L E A M E N D M E N T ================
8 And the title is amended as follows:
9 Delete line 21
10 and insert:
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3/13/2025 7:33:43 AM 577-02337-25 3/13/2025 7:33:43 AM 577-02337-25
Florida Senate - 2025 SB 1776 Florida Senate - 2025 SB 1776
By Senator McClain
9-01484-25 20251776__ 9-01484-25 20251776__
1 A bill to be entitled 30
2 An act relating to employment rights; amending s. 31 Be It Enacted by the Legislature of the State of Florida:
3 112.3187, F.S.; revising the definition of the term 32
4 “independent contractor”; amending s. 448.101, F.S.; 33 Section 1. Paragraph (e) of subsection (3) of section
5 revising the definitions of the terms “appropriate 34 112.3187, Florida Statutes, is amended to read:
6 governmental agency” and “retaliatory personnel 35 112.3187 Adverse action against employee for disclosing
7 action”; defining the term “of the employer”; amending 36 information of specified nature prohibited; employee remedy and
8 s. 448.102, F.S.; revising the prohibitions against 37 relief.—
9 retaliatory personnel action against an employee by 38 (3) DEFINITIONS.—As used in this act, unless otherwise
10 his or her employer; providing construction; amending 39 specified, the following words or terms shall have the meanings
11 s. 448.103, F.S.; providing that an employee may not 40 indicated:
12 recover in an action against an employer for a 41 (e) “Independent contractor” means a person, other than an
13 retaliatory personnel action unless the employee can 42 agency, engaged in any business and who enters into a contract,
14 prove certain claims by clear and convincing evidence; 43 including a provider agreement, with an agency. For the purposes
15 providing that an employee has the burden of proof if 44 of this act, a person who is an employer as defined in s.
16 the employer proffers certain grounds for the 45 448.101 is not an independent contractor.
17 retaliatory action; amending s. 448.104, F.S.; 46 Section 2. Present subsections (5) and (6) of section
18 requiring, rather than authorizing, a court to award 47 448.101, Florida Statutes, are redesignated as subsections (6)
19 reasonable attorney fees and costs to the prevailing 48 and (7), respectively, a new subsection (5) is added to that
20 party for retaliatory personnel actions; amending s. 49 section, and subsection (1) and present subsection (5) of that
21 448.105, F.S.; providing that if an employer has 50 section are amended, to read:
22 another available statutory remedy for conduct that 51 448.101 Definitions.—As used in ss. 448.101-448.105, the
23 would otherwise violate the act, then the remedies 52 term:
24 under the other statute preclude a claim under the 53 (1) “Appropriate governmental agency” means any agency of
25 act; reenacting s. 448.111(2), F.S., relating to 54 government charged with the enforcement of laws, rules, or
26 evidentiary standards for actions of a business during 55 regulations governing an activity, a policy, or a practice of an
27 an emergency, to incorporate the amendment made to s. 56 employer in which an employee objected to; refused to
28 448.103, F.S., in a reference thereto; providing an 57 participate in; or testified, provided information, made a
29 effective date. 58 disclosure, or threatened to make a disclosure concerning an
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9-01484-25 20251776__ 9-01484-25 20251776__
59 employer’s activity, policy, or practice. 88 a regulation.
60 (5) “Of the employer,” when used in reference to an actual 89 (3) Objected to, or refused to participate in, an activity,
61 or proposed activity, policy, practice, or proposal, does not 90 a policy, or a practice of the employer which, at the time of
62 include an activity, a policy, a practice, or a proposal of or 91 the objection or refusal, was that is in violation of a law, a
63 by one or more employees acting outside the course and scope of 92 rule, or a regulation, or any proposed. However, this subsection
64 their employment or which is contrary to the employer’s 93 does not apply unless the employee has, in writing, brought the
65 policies, practices, or directives. 94 activity, policy, or practice of the employer which, if
66 (6)(5) “Retaliatory personnel action” means the discharge, 95 implemented, would actually violate a law, a rule, or a
67 suspension, or demotion by an employer of an employee or any 96 regulation to the attention of a supervisor or the employer and
68 serious and material change other adverse employment action 97 has afforded the employer a reasonable opportunity to correct
69 taken by an employer against an employee in the terms and 98 the activity, policy, or practice.
70 conditions of an employee’s employment. 99 (4)(2) Provided information to, or testified before, any
71 Section 3. Section 448.102, Florida Statutes, is amended to 100 appropriate governmental agency, person, or entity conducting an
72 read: 101 investigation, hearing, or inquiry into an alleged violation of
73 448.102 Prohibitions.—An employer may not take any 102 a law, rule, or regulation by the employer.
74 retaliatory personnel action against an employee because the 103
75 employee has: 104 (3) Subsections (1), (2), and (3) do not apply unless the
76 (1) Disclosed, or threatened to disclose, to any 105 employee brings to the attention of a supervisor or the
77 appropriate governmental agency, under oath, in writing, an 106 employer, in writing, the Objected to, or refused to participate
78 activity, a policy, or a practice of the employer which the 107 in, any activity, policy, or practice of the employer which the
79 employee has a good faith belief that such activity, policy, or 108 employee objects to or refuses to participate in and affords the
80 practice violated a law, a rule, or a regulation, or any 109 supervisor or employer a reasonable opportunity to correct the
81 proposed course of action of the employer which, if implemented, 110 actual or proposed activity, policy, or practice which is in
82 would actually violate a law, a rule, or a regulation. 111 violation of a law, rule, or regulation.
83 (2) Threatened to disclose to any appropriate governmental 112 Section 4. Paragraph (c) of subsection (1) of section
84 agency, under oath, in writing, an activity, a policy, or a 113 448.103, Florida Statutes, is amended, and paragraph (d) is
85 practice of the employer which actually violated a law, a rule, 114 added to that subsection, to read:
86 or a regulation, or any proposed course of action of the 115 448.103 Employee’s remedy; relief.—
87 employer which, if implemented, would violate a law, a rule, or 116 (1)
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117 (c) An employee may not recover in any action brought 146 other law or rule or under any collective bargaining agreement
118 claiming a violation of s. 448.102(1), (2), or (3), unless the 147 or employment contract.
119 employee proves, by clear and convincing evidence, that he or 148 Section 7. For the purpose of incorporating the amendment
120 she notified a supervisor or an employer about the alleged 149 made by this act to section 448.103, Florida Statutes, in a
121 violation, and the supervisor or employer was afforded a 150 reference thereto, subsection (2) of section 448.111, Florida
122 reasonable opportunity to correct the actual or proposed illegal 151 Statutes, is reenacted to read:
123 activity. 152 448.111 Evidentiary standards for actions of a business
124 (d) An employee may not recover in any action brought 153 during an emergency.—
125 claiming a violation of this act pursuant to this subsection if 154 (2) Notwithstanding any other law, the following actions of
126 he or she failed to notify the employer about the illegal 155 a business, if taken during a public health emergency declared
127 activity, policy, or practice as required by s. 448.102(1) or if 156 by the State Health Officer under s. 381.00315 or a state of
128 the retaliatory personnel action was predicated upon a ground 157 emergency declared by the Governor under s. 252.36, may not be
129 other than the employee’s exercise of a right protected by this 158 used as evidence in a civil cause of action brought under s.
130 act. If the employer proffers one or more grounds for its 159 440.10, s. 440.192, s. 440.38, s. 440.381, s. 448.103, s.
131 personnel action other than the employee’s exercise of a right 160 448.110, s. 448.25, chapter 532, or s. 717.115, or in a civil
132 protected by this act, the employee has the burden to prove each 161 cause of action, as provided for under general law, to recover
133 of the employer’s proffered reasons are false. 162 lost wages, salary, employment benefits, or other compensation,
134 Section 5. Section 448.104, Florida Statutes, is amended to 163 because an individual has not been properly classified as an
135 read: 164 employee:
136 448.104 Attorney Attorney’s fees and costs.—A court shall 165 (a) Providing financial assistance to previously engaged
137 may award reasonable attorney attorney’s fees, court costs, and 166 individuals who are unable to work because of health and safety
138 expenses to the prevailing party, pursuant to s. 768.79. 167 concerns.
139 Section 6. Section 448.105, Florida Statutes, is amended to 168 (b) Directly providing benefits that are related to the
140 read: 169 health and safety of engaged individuals, including medical or
141 448.105 Existing rights.—If an employer has another 170 cleaning supplies, personal protective equipment, health checks,
142 available statutory remedy for conduct that would otherwise 171 or medical testing.
143 violate this chapter, the remedies under that statute preclude 172 (c) Providing training or information related to the health
144 claims under this chapter This act does not diminish the rights, 173 and safety of engaged individuals or the public.
145 privileges, or remedies of an employee or employer under any 174 (d) Taking any action, including action required or
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Florida Senate - 2025 SB 1776
9-01484-25 20251776__
175 suggested by any federal, state, or local law, ordinance, order,
176 or directive which is intended to protect public health and
177 safety.
178 Section 8. This act shall take effect July 1, 2025.
Page 7 of 7
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The Florida Senate
7 APPEARANCE RECORD
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3t17 t2015 APPEARANCE RECORD sB 1776
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Street
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Crty State Zip
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Name Phone
Address L Email tl, ,l
Strcet
Dlltrn A
City
r FI St1te
3q111Zip
Speaking: ! ror ! Against ! lnformation OR waive Speaking: ! ln Support (nouinst
PLEASE CHECK ONE OF THE FOLLOWING:
ffi r.r pensation
appearing without l-l t am a registered lobbyist, I am not a lobbyist, but received
-\om or sponsorsh p. i representrng: something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
This form is part of the public record for this meeting. 5-001 (08/10/2021)
The Florida Senate
3- l1- Aoad APPEARANCE RECORD
gll \llC tsnnpl'ilnr,rryL
Meeting Date Bill Number orTopic
Deliver both copies of this form to
Csynnq< rce
Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name U\ZA {\^A N l?ll Phone ehb - a17- obas
Address h(gol Y(,rn an S)v/ rS
Street
Email l, o\bes r,r.aniolr {Mt . iltl4^
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Speaking: ! ror ! Against I lnformation OR WaiveSpeaking: ! tnSupport
KnOainst
PLEASE CHECK ONE OF THE FOLLOWING:
l-l tam not a lobbyist, but received
K lam appearing without
compensation or sponsorshiP.
lam a registered lobbyist,
representing: " something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
This form is part of the public record for this meeting. S-OOI (08/10/2021)
The Florida Senate
3.\-1 APPEARANCE RECORD (
Bill Number orTopic
Meeting Date
Deliver both copies of this form to
Senate professional staff conducting the meeting
Amendment Barcode (if applicable)
-l
Committee
4a1 -r{14 L 'L2
Name Phone
naaress \ NJDCL Email
Street
S+
Ctty State
7wb zip
Speaking: I ror ! Against ! lnformation OR Waive Speaking: ! ln Support Against
PLEASE CHECK ONE OFTHE FOLLOWING:
lam appearing without lam a registered lobbyist, I am not a lobbyist, but received
pensation or sponsorship. representing: something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
This form is part of the public record for this meeting. 5-001 (08/10/2021)
The Florida Senate
7 7:' APPEARANCE RECORD Jb l17b
Bill Number orTopic
Date
Deliver both copies of this form to
l,\(f C L Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name
,t Eu*sv Phone QoV-V6, Ltzr
Address 3bl? LA r-lt Email tz[,0 e ru r\^-
"fiouu^ti,\l,z
Ctty
, ?U, State
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Zip
Speaking: ! ror ! Against ! lnformation OR waive Speaking: I ln Support ffiu^rt
PLEASE CHECK ONE OF THE FOLLOWING:
am appearing without I am a registered lobbyist, I am not a lobbyist, but received
compensation or sponsorship. representing: something ofvalue for my appearance
(travel, meals, lodging, etc.),
sponsored by:
This form is part of the public record for this meeting. s-00i (08/10/2021\
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