Common Mistakes Made by Small Business Owners – Part 4 – Failure to File Annual Report

Applicable Florida Statutes require business owners to file annual reports with the Florida Department of State, Division of Corporations, which include a summary of information regarding the current status of the business entity. This information includes the mailing and principal business address of the business entity, the name and address of its resident agent, and a list of its officers, managers, and/or directors. An annual report also informs the state that the entity is still operating and in business. Foreign corporations and companies (from out of state and other countries) registered to do business in Florida as foreign corporations or companies must also file an annual report to comply with foreign entity registration requirements.

After filing their initial articles of incorporation or organization, many business owners forget to file the required annual report in future years. In Florida, the annual report is due to the Division of Corporations by May 1 of each year.

Failure to timely and/or correctly file an annual report can lead to harsh penalties against the business entity. A late fee will be applied towards a late filing (in addition to the original applicable filing fee), and the business entity may be administratively dissolved until all past due reports are filed and a reinstatement fee is paid. Such dissolution may result in the personal liability of officers or managers purporting to act on behalf of the business entity after its dissolution.

Now is a good time to file your company’s annual report to avoid running into the May 1 deadline. If you have any questions or require assistance with the filing your company’s annual report or with the reinstatement of an administratively dissolved entity, contact a Florida business law attorney.

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