Do you remember when you were in 6th grade, and you woke up one day and your science project was due? You had months to complete the project, but the science fair is here and you still aren’t finished (…or, maybe you never procrastinated in middle school and this example is only applicable to me). Very similarly, Annual Reports are the forgotten science projects of the business world, and May 1st is the science fair.
Each year, businesses that are incorporated, formed, or organized in Florida are required to file an Annual Report to confirm their business’ information with the records of the Florida Department of State, Division of Corporations. Annual Reports are due between January 1st and May 1st of each year.
What is an Annual Report and why is it important?
First of all, it’s important to understand that an Annual Report is not a financial statement, and it is much simpler than a 6th grade science project. Filing the required Annual Report allows your business entity to maintain an “active status” with Florida’s Department of State. This allows you to continue conducting business as your entity.
Primarily, filing the Annual Report allows you to update and confirm your business entity’s information. Filing the Annual Report is required, whether or not there are changes to your business entity’s information. You can update/change the following information:
- Add, delete, or change the names and/or addresses of the officers, directors, managers, authorized members; and make changes to addresses only for any general partners.
- Change the registered agent and registered office address. The registered agent is the individual who is designated to accept service of process on behalf of your business entity. It can be you, an adult in your office, your lawyer, or another designated professional or individual (over the age of 18) located in the State of Florida.
- Change the principal office address and mailing address for the business entity.
- Add or change the Federal Employer Identification Number (FEIN or EIN).
What happens if you do not file your Annual Report by May 1st?
If you are late filing your Annual Report, even if it is one day late, the State of Florida will charge a $400 late fee to all for-profit corporations (Inc. or Corp.), limited liability companies (LLC), limited partnerships (LP) and limited liability limited partnerships (LLP). Non-profit corporations are not subject to the $400 late fee.
What else can happen if you delay filing your Annual Report even further?
If you do not file an Annual Report by the third Friday of September, your business entity will be administratively dissolved or revoked in the State’s records at the close of business on the fourth Friday of September (See Florida Statutes Chapters 607, 617 and 620, F.S.).
Having your business entity administratively dissolved or revoked can result in significant harm to your business and interests. If you continue to conduct business as your dissolved entity, you risk opening up you and your partners, shareholders, members, officers, and directors to personal liability and other issues. If your business entity has been administratively dissolved or revoked it can be reinstated. However, reinstatement requires submitting a reinstatement application and paying all associated fees at the time of submission (the reinstatement fee + annual report fees due).
Is there anything else you should know about Annual Reports?
Filing your Annual Report can be easy, but if you have questions or would like a professional to assist, consider contacting a Florida business law attorney. You can also have your business law attorney serve as your Registered Agent, allowing them to act quickly on your behalf if they are served with a law suit or other important notices on your behalf.
Additionally, the filing of your Annual Report is a good time to ensure that your business’ corporate records; such as board meeting minutes, resolutions, operating agreements, shareholder agreements, and other important business documents, are up-to-date and do not require any changes. Contact a Florida business law attorney to assist you with understanding and updating these various documents for your business.
Visit http://sunbiz.org to learn more and file your Annual Report.
New Florida Laws in 2019: New Law Requires Certain Condominium Associations to Maintain Websites & Portals
Condominium associations that are within the scope of this law must comply on January 1, 2019. What does that mean if you are a unit owner in a condominium association or if you are on the board of a condominium association?
As of January 2019, Florida’s current minimum wage of $8.25 per hour will be raised by 2.5 percent to $8.46. Florida’s minimum wage rates are not set by a new law each year, that would be difficult to accomplish. Instead, the Florida Minimum Wage Act (FL Stat. 448.110) gives authority to the Florida Department of Economic Opportunity (DEO) to set the new rates each year based on the Consumer Price Index for Urban Wage Earners and Clerical Workers, not seasonally adjusted, for the South Region.
“Brace Yourselves… Holiday Parties Are Coming.” Tips for Avoiding Legal Issues Stemming from Company Holiday Parties
- Diversity & Inclusiveness (Happy Festivus, Happy Christmahanakwanzika, or… Happy Holidays?)
- Alcohol Consumption and Service (Please Drink Responsibly… or Not At All.)
- Attendance (Your Attendance is Strongly Encouraged… Completely Optional)
- Insurance (You Can Never Have Too Much
Fruit Cake… Insurance)
- Be Creative and Have Fun!
Happy Festivus, Happy Christmahanakwanzika, or… Happy Holidays?
Please Drink Responsibly… or Not At All.
Clearly Communicate Employee Expectations and Appropriate Decorum
Overview of Florida’s Dram Shop Laws, Social Host Liability, and Indemnification of Vendors
A Few Quick Tips for Alcohol Service at Company Parties…
- Provide Employees With a Ride and Parking – Consider providing Uber, Lyft, Taxi, or Car Services from your event to ensure they are safe. You can purchase promo codes through ride-sharing services and even negotiate a special rate with taxi companies and car services. If you do this, your employees will know that you care about their safety.
- Drink Tickets and Service Limits – Setup a drink voucher system to limit the alcohol consumption to a reasonable level. To make it fun, have special “themed” drinks or cocktails setup at various stations. You should have a clear time where alcohol service is cut-off, then start serving alternative beverages such as coffee, tea, or even hot cocoa (who doesn’t love hot cocoa?!).
- Use a Professional – Do not have a self-service system for employees to get their own drinks. Also, you should not allow employees to serve alcohol to other employees. Hire a professional catering service with appropriate licensing, permits, and training.
- Follow the Leaders – If you and your leadership team are excessively drinking, good luck making sure your employees stay responsible. You should lead by example.
- Family Friendly – Depending on your team, and you know them best, you might decide to not have alcohol at all, or to limit alcoholic beverages to beer and wine. I know that can be easier said than done. However, it’s easier to justify and implement if you make the holiday party a family-friendly function. This also makes it easier for more of your employees to attend if they can bring their children and don’t have to find childcare. As discussed above, statistics show that you won’t be in the minority. A growing number of companies are eliminating alcohol from their holiday parties.
Your Attendance is
Strongly Encouraged… Completely Optional
You Can Never Have Too Much
Fruit Cake… Insurance
If you choose to have your event at a special venue, ensure that the premises’ owner and/or operator have adequate insurance and that all of your vendors (e.g. caterers, bar staff, entertainment, etc.), especially those serving alcohol, are also insured and have up-to-date licensing and permits to perform their duties (i.e. food services, liquor/alcohol licensing, etc.). Most event coordinators or venue operators will (or should) make this a requirement for their subcontractors. However, it never hurts to ask and it shows that you are paying attention to the details. At the end of the day, you do not want your company to be the deepest available pockets if something happens. Your lawyer can assist you in engaging your vendors and venues.
Lastly, do a site inspection of the facilities in the weeks before your holiday party to make sure they are safe and have all necessary accessibility and access requirements under local, state, and Federal laws (e.g. American’s with Disabilities Act – ADA). Once again, you want to ensure safety and accessibility so that everyone can enjoy the party.
Be Creative and Have Fun!
- Give Back – Consider having a charitable element to your holiday party. My good friends, Christina Anton Garcia and John Castro of Anton Castro Law in Tampa do this wonderfully by making their holiday party a donation drop off for Toys-for-Tots! You should see the mountain of toys that they are able to donate to children in need.
- Employee Entertainment – You likely have some talented employees in your company (they could be hiding). Forming a “company band” to play holiday songs and other popular songs, is a great way to build teamwork and feature your own “rock stars”. Give your employees something to remember and grab the mic and serenade them yourself. However, you might end up on Youtube… like this boss. PLEASE do not sing the song that he chose.
- Cooking Competition – Hire a locally-recognized chef to have a cooking class and teach your team how to make various holiday dishes. You can even have a “Top Chef” competition between various departments and teams. This can be a great team building activity and you give your team members something that they can share with their friends and family throughout the holiday season–delicious dishes!
A Few Blogs & Articles on Holiday Parties:
- Top 25 Office Holiday Party Ideas From the Pros – FitSmallBusiness
- 9 Corporate Holiday Party Ideas Your Employees Will Be Talking About for Weeks – INC.
- 15 Office Holiday Party Ideas for Teams of Every Size (and Budget) – Justworks, Inc.
How Can CERV LAW Help You?
If you have specific questions about the issues raised above or if I can be of assistance to you or your company in any other matter, feel free to contact me, Chris Cervellera of CERV LAW, PLLC in St. Petersburg, Florida.
Note: This article should not be construed or interpreted as legal advice nor the formation of an attorney-client relationship.