Filing Annual Corporate Reports
Let’s say that you have gone through all the corporate formalities needed, and gotten all the documents filed with the state that you need to be filed. You are now done, and as far as the state is concerned, your duties to file anything have been fulfilled. Or have they?
Actually, no matter how many documents you have filed with the state, there is always another one. That’s because every year your business will need to file what is known as an annual report. This is a relatively easy thing to do–but there are some things that you should be aware of.
How to File
To file your annual report, you will need your document number, which is given to you by the Florida Department of Corporations. This number can be found when you look up your company with the state, at sunbiz.gov, or in emails from the state that you received when you first filed your incorporation paperwork. You will also need your IRS Federal Employer Identification Number (FEIN).
Things to Remember
The first thing to be aware of is actually remembering to file the annual report. If you fail to file your annual report, the state can administratively dissolve your company.
The good news is that if you forget, there will usually be a grace period to file your annual report late. The bad news is the penalty to filing a late report is currently $400, so it behooves business owners to get the documents in on time. The state will usually send you an email update–but only to the email on file with the state, so make sure that’s a working email and one that you check and use.
Make Any Needed Changes
If nothing has changed in your business for the previous year, the annual report is a relatively straightforward process. However, problems can arise when a business has made changes but then just renews the documents that were previously on file.
Your registered agent is the person or business that will accept legal documents on your behalf and other formal notices. You need to make sure your annual report reflects the correct agent. Otherwise, you could miss important documents–including legal documents from a process server which can in some cases be served on a registered agent.
Officer or Ownership Changes
You can also change officers, or principals’ names, if they have changed in your business. Once again, this is public information, which the public can legally rely upon to be accurate. The public records will show who may be authorized to speak on behalf of the company. That means you want this information to be as accurate as possible, so make sure that you make any such changes on the annual report.
Note that for an LLC, the general partners on the original report, cannot be changed through your annual report, but will have to be changed by filing what is known as a certificate of amendment.
Watch Out for Scams
If you have a business attorney, he or she will often take care of this annual filing for you. However, be wary of “services” that promise to do it for you. They charge you significantly more than what the state charges, and they may only be doing whatever you could do yourself–not to mention the fact they are not lawyers, and may not be able to note changes in your business, the way that you, working with your business law attorney, could do.