Spring is an especially crazy time for business owners. It can seem like every month some registration, notice, or filing is due that requires your attention. You can easily get overwhelmed by all the dates and deadlines you need to meet.
You only just finished filing your corporate taxes, but another filing is coming up at the end of April, which is extremely important for Florida business owners: Your Annual Report.
Who Has to File a Florida Annual Report?
All business entities formed or qualified to transact business in Florida are required to submit an Annual Report before May 1 of the current calendar year. Whether you are a Florida LLC or a Delaware corporation, if you operate inside of Florida, you must file the Annual Report. The report is to update or confirm your business’ information with the Florida Division of Corporations.
How Do You File Your Florida Annual Report?
You can fill out and submit your Annual Report online. Before you begin, be sure you have the following information at hand:
- Business information (e.g. legal name, registered agent, mailing address, etc.),
- Document number (found on previous year’s report),
- Preferred payment method.
You will be asked to review and update certain information about your business. You can change things like:
- The names or addresses of the officers, directors, managers, authorized members, or general partners;
- The registered agent;
- The registered office address, principal office address, and mailing address;
- The federal employer identification number.
However, you cannot change the name of your business on the Annual Report. To do that you must file a separate form with the state.
Any changes to your business over the last year should be diligently updated in the state records when you file your Annual Report. If you fail to do so, you will need to file amended annual report, which will require an additional fee of $61.25 for corporations and $50 for LLCs.)
The current filing fees for your Florida Annual Report are:
- Corporation: $150.00
- Limited Liability Company: $138.75
- Limited Partnership or Limited Liability Limited Partnership: $500.00
What Happens If You Don’t File Your Annual Report?
It’s vital that you file your Annual Report and submit the payment by May 1 to avoid incurring a $400 late fee.
Should you miss that deadline, you have until the third Friday of September to file your Annual Report (subject to the late fee of course). If you still haven’t filed by September 20, Florida will administratively dissolve your business entity the following Friday!
You can have your business reinstated, but you will have to pay a reinstatement fee and the unpaid annual report fees.
Why Is The Annual Report So Important?
Your annual report is a critical part of your corporate governance. A fundamental benefit of corporations or limited liability companies is personal asset protection. When the liability shield is in place, the assets and financial obligations of the business entity are kept separate from the assets of the owners.
However, as a reminder, there are certain things that your business must do to maintain the liability protection afforded you by your business entity:
- Properly maintain your financial records and documents,
- Hold necessary annual shareholder and director meetings,
- Keep detailed minutes of shareholder meetings and important company decisions,
- Adopt a comprehensive operating agreement or bylaws, and
- Ensure that officers and managers abide by the terms of those documents.
Again, not all entities have the same formal requirements, so make sure you are apprised of your entity’s formalities and adhere to them.
Along with maintaining minutes from annual shareholder or member meetings and updating your shareholders or operating agreement, filing your Annual Report on time is vital to ensuring you can keep your liability shield in place.
Don't Sweat the Small Stuff
Corporate governance, meetings, and state filings can eat up a lot of your precious time. But missing these deadlines can wreck your business and destroy your liability shield!
Our Corporate Veil Program relieves your legal burden so you can focus on running your business.
Consistent and Affordable Legal Advice
Here at Alexander Abramson, we focus exclusively on business-related legal matters. Our attorneys have advised business owners and entrepreneurs on corporate governance issues, shareholders and operating agreements, and succession planning for decades.
If you need help with your Annual Report or other aspects of proper corporate governance, call us at 407-649-7777 or email a team member. We can discuss with you our Corporate Veil Program and why you should review and update your primary corporate documents regularly so you don’t leave yourself and your business vulnerable.
