A Florida Corporation Must Do: Meeting Minutes and Annual Reports
After filing the articles of incorporation to form a corporation in the State of Florida, there are several responsibilities the corporation owes to the state. The corporation holds that responsibility the day the corporation pays the fee and the articles of incorporation are officially on file with the Florida Department of State. One of the most important requirements the corporation has is documenting meeting minutes and annual reports.
Shareholder Meetings
A corporation must hold a shareholder meeting at least one time a year. Florida law provides that the corporation must notify the shareholders of the date, time, and place of each annual meeting no fewer than 10 days or more than 60 days before the meeting date.
The meeting notice must include the following:
- Record date for shareholders entitled to vote if date is different than meeting date
- Describe remote communication method, if authorized by directors
- Description of the purpose for which meeting is held (for special meetings only)
- Distribution via written communication unless oral communication is authorized
The corporation must document the meeting using meeting minutes. A secretary, minute taker, or another authorized third-party for the corporation is responsible for recording the minutes.
Necessities of Annual Minutes and Reports
It is important to record annual meeting minutes through a record keeping process. Florida law requires the corporation keep the minutes with the corporation’s permanent records in electronic or written format. It is important to note that the State of Florida does not require corporations to file meeting minutes with any agency of the State of Florida.
The items contained in the meeting minutes include the following:
- The name of the corporation
- The date and time of the meeting
- The name and title of the person who called the meeting to order
- The names of shareholders present at the meeting
- Walk through of the agenda (discussions taking place in the meeting)
- Votes or topics and outcome of each
- The time the meeting adjourns
- Signatures
If the meeting is the annual meeting, the corporation must release financial statements or some form of annual report to the shareholders. Because annual shareholder meetings are often complex and involve many details, it is best to have an attorney assist with the annual meetings and minutes. Even small companies with
Remember to File Annual Reports
Failure to file an annual report in a timely manner in the State of Florida can result in corporate dissolution.
According to the Florida Department of State, Division of Corporations website, annual reports must be filed between January 1 and May 1 of each year to avoid late fees, and due by the third Friday in September to avoid administrative dissolution.
Contact Our Experienced West Palm Beach Corporate Attorney for Help with Annual Reporting.
If your corporation is facing administrative dissolution, the West Palm Beach minutes and annual reports attorneys at Kelley Kaplan & Eller can help. We’ll make sure your company remains in compliance with state and federal regulations. For a no obligation consultation, contact our firm at 561-264-6850.
Resource:
dos.myflorida.com/sunbiz/manage-business/efile/annual-report/
