Did you know 99.8% of businesses in Florida are small businesses? (That’s 2.5 million!) They employ 3.4 million people across the Sunshine State, so it’s not only important but necessary to keep them properly maintained. The proper and timely filing of a Florida annual report and maintaining a registered agent is part of that process.
Update for December 2021 & 2022 Filings
The end of 2021 has brought delays in electronic filings with Florida Division of Corporations. All filings received after December 14th including but not limited to new Florida business entity filings, LLC amendments, mergers, new foreign registrations, and trademark/service mark filings, can expect additional delay due to a processing issue. A list of filing dates, updated by the Division of Corporations on December 20th, 2021 can be found here.
According to the Division of Corporations, annual report, reinstatement, and online certificates of status filings are not available after 5pm, December 22, 2021, until 8:00am, January 3, 2022. In addition, no online filings or services are available from 8:00am, December 30 until 8:00am, January 3, 2022.
Get a head start on 2022 and file your annual report early!
What Is the Florida Annual Report?
Each year, Florida businesses (LLCs, corporations, nonprofits, LPs, and LLPs) need to complete an annual report between January 1st and May 1st. The information submitted to the Florida Secretary of State ensures you remain authorized to do business in the state of Florida.
Requirement to File an Annual Report
Every year, beginning in January, The Florida Secretary of State requires all Florida businesses to file an Annual Report for the previous year. Filing your report secures your place as an active Florida business and provides a way to update the state on any changes. (Even if you don’t have any changes, you still need to file the report.)
Failure to file an annual report, by the May 1st deadline, could result in severe monetary penalties. Failure to file the annual report at all, could result in the administrative dissolution of your business, according to Florida law. If your business is administratively dissolved, it will no longer be considered an active company registered to do business with the state of Florida.
If your business has closed, you do not need to file an annual report; however, you should have it dissolved or withdrawn.
Late Fee Incurred If a Business Misses the May 1st Deadline
If you fail to file your report (and pay) by May 1st, you will receive a $400 late fee; however, the fee does not apply to non-profit businesses.
If you do not provide your report by the third Friday in September, there will be additional consequences. Your business will either be administratively dissolved or revoked. You may be reinstated as long as you complete all of the necessary reinstatement paperwork and pay any fees.
What Changes Can I Make When Filing?
The Florida annual report provides you with a unique opportunity to make certain changes to your business with the State without having to pay additional filing fees. Although you cannot change your business’s name on the annual report (you’ll need to fill out the appropriate amendment form), there are certain aspects you can update if needed:
- Add, change, or delete names and/or addresses for authorized members (managers, directors, partners, etc.)
- Change your registered agent and/or the address
- Add or change your federal employer identification number
- Change the principal office address/mailing address (For LPs and LLLPs, you’ll need to fill out a Certificate of Amendment)
Beware of Annual Report Scams
Unfortunately, there are some companies out there that attempt to impersonate the Florida Secretary of State.
If you receive an email reminder about filing your report, pay attention to the sender. The official email address of The Division of Corporations is [email protected] — anything else is a scam.
Here are a few examples of what a scam might include, either by email or traditional mail:
- Any correspondence from “Florida Corporate Filing Services,” “Filing Services Center,” or “Certificate Filing Service”
- Any request to file your “Annual Minutes” or “Certificate of Status,” both of which are not required by the state
The only way for a company to file its Annual Report is through the Florida Division of Corporation’s official website, Sunbiz.org.
Requirement to Maintain Registered Agent
Maintaining a registered agent, who is located within the state of Florida and open during business hours is required. A professional must be available during business hours to receive service of process for your business. Utilizing registered agent services with an experienced business litigation attorney, provides protection in the event that your company is named in a lawsuit.
Many times, a business owner will attempt to skip this, especially when traveling overseas. They attempt to list themselves as the registered agent. This can be a devastating mistake for a company.
The typical response time for most lawsuits is 20 days. The response time for commercial landlord-tenant lawsuits is even shorter at 5 days. Failure to respond within the noted timeframe could forfeit any defense the business has to offer toward the claim. Don’t set yourself up for failure, maintain your registered agent services to protect your business.
Seek the Help of an Experienced Business Law Attorney for your Registered Agent and Annual Report Needs
Maybe you don’t have the time (or the sanity) to complete your Florida Annual Report, or you’re unsure about what information to include. A Florida registered agent can help!
What’s more, our attorneys are exceptionally versed in business law, ensuring your business venture is protected every step of the way.
If you are thinking about changing your current registered agent, now is a great time. Contact us today to see how we can help your Florida business. Boyer Law Firm’s Florida Registered Agent Services include filing your Annual Report for you. There’s no stressing over the process — we’ll take care of it. If you are in need of assistance with filing your Florida Annual Report, or have decided to Reinstate or Dissolve your entity, an experienced attorney can help! Let Us Do The Heavy Lifting!