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.