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Corporate And Limited Liability Company Annual Updates: 5 Things To Know

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If you have a business in South Florida that is structured as a limited liability company (LLC) or a corporation, you may be required to file and publish an annual report under Florida law and, in some cases, under federal law. Annual reports provide details about your business, and annual reports required by Florida law provide updates and information about the business. When annual reports are filed according to the U.S. Securities and Exchange Commission (SEC) requirements, the annual report provides information about operations to investors, to the public, and to government agencies that require ongoing information about your LLC or corporation.

Not all states require LLCs and corporations to file annual reports, but Florida does have this requirement. Accordingly, both LLCs and corporations in the state will need to file annual reports. Beyond the mere requirement of filing an annual report or update, the following are five things that businesses should know.

  1. Annual Reports Are Required for Many Florida Businesses to Maintain “Active Status” with the Florida Department of State 

Annual reports are required by the Florida Department of State, Division of Corporations for any profit corporation (C-corp or S-corp), limited liability company (LLC), limited partnership (LP), or limited liability limited partnership that is registered in the state. All of these types of entities are required to submit annual reports in order to maintain “active status” with the Florida Department of State. Failing to file your annual report will result in your business entity being “administratively dissolved or revoked,” according to the Florida Division of Corporations. Annual reports are due by the third Friday in September.

  1. Florida Annual Reports Are Not Financial Statements 

Annual reports filed with the Florida Department of State are not financial statements, but rather provide up-to-date information about your business, such as:

  • Entity name;
  • Federal Employer Identification Number (FEIN);
  • Principal place of business address;
  • Mailing address;
  • Registered agent name and address;
  • Registered agent’s signature;
  • Principals associated with the business entity;
  • Certificate of status; and
  • Email address.
  1. You Can Make Changes to Business Information When Filing Your Annual Report 

In filing the annual report, you can make changes to names or addresses of parties associated with your business (such as officers, directors, managers, members, or general partners), and you can also change the registered agent and address, the principal office address, and the FEIN.

  1. Annual Reports Can Be Amended 

If you file your annual report but need to make changes to the information you submitted, you can file an amended annual report. Depending upon the type of business entity, you will need to pay a fee associated with the amended annual report ($61.25 for a corporation and $50.00 for an LLC),

  1. Florida Annual Reports Are Distinct from SEC Annual Form 10-K Reports 

It is essential to understand that the annual reports required by the Florida Department of State are distinct from the annual reports that the SEC requires on Form 10-K. To be clear, Form 10-K annual reports are designed to provide financial information to investors and to the public, and these annual reports are only required for public companies and for private companies with more than $10 million in assets that are held by 2,000 or more parties.

Contact Our West Palm Beach Business Law Attorneys Today 

If you have questions about annual reports or update requirements, a West Palm Beach business & corporate lawyer can help. Contact Kelley, Fulton & Kaplan today.

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